• Transaction overview AOM International Group Company Limited (AOM Int’l) signed a conditional subscription agreement on 17 June 2026 with Sheen World International Holdings. The company will issue 300.88 million new shares at HK$0.113 each, representing total consideration of approximately HK$34.00 million. Settlement will be effected entirely by offsetting the outstanding principal of the Fourth Hubei Convertible Bond (CB).
• Pricing The subscription price of HK$0.113 per share: – 7.62% premium to the 17 June closing price of HK$0.105. – 6.81% premium to the five-day average closing price of HK$0.1058. Estimated net issue price after expenses: HK$0.112.
• Impact on capital structure Current issued shares: 1.18 billion. Post-issue shares: 1.48 billion. Dilution: new shares equal 25.43% of existing share capital and 20.28% of the enlarged base. Post-completion, the subscriber will hold 20.28% of AOM Int’l; largest existing shareholder Mr Zhuo Wenjie’s stake will fall from 19.95% to 15.90%.
• Purpose and rationale Proceeds will extinguish the HK$34.00 million outstanding under the Fourth Hubei CB, originally part of the consideration for AOM Int’l’s 2021 acquisition of 51% of Hubei Jincaotang Pharmaceutical. Management states the capitalisation preserves cash, improves the balance-sheet position and avoids additional interest burden. Attempts to secure bank financing were rejected due to the Group’s net current liability and loss position.
• Conditions precedent and timetable Key conditions include: 1. Shareholder approval via specific mandate at a forthcoming special general meeting (SGM). 2. Stock Exchange approval for listing and dealing of the new shares. 3. Receipt of all requisite regulatory and corporate consents.
If conditions are unmet by 31 July 2026 (long-stop date), the agreement terminates. Completion is expected within five business days of satisfaction of all conditions. A circular detailing the transaction will be dispatched on or before 13 July 2026.
• Recent fundraising record In April 2026, AOM Int’l announced a separate issue of 147.30 million shares raising HK$39.77 million for loan capitalisation (completion targeted for July 2026). In July 2025, it raised HK$68.00 million through a general mandate share issue, also for loan settlement.
• Post-transaction reminder The Fourth and Final Hubei CBs matured in April and June 2026, respectively. Repayment dates have been extended to 30 September 2026 and 31 December 2026, each accruing 5% annual interest. Completion of the current subscription will fully settle the Fourth Hubei CB, leaving the Final Hubei CB outstanding.
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