Jiufang Digital Technology Holdings Limited announced on 18 September 2026 that it has signed a Subscription Agreement with Jin Hui Capital Holdings Limited for the private placement of HK$13.92 million in two-year convertible bonds, issued under the company’s existing general mandate. No shareholder approval is required for the transaction, and the bonds will not be listed on any exchange. Listing approval for the underlying shares is pending from the GEM Listing Committee of the Stock Exchange of Hong Kong.
Key terms • Size and coupon: HK$13.92 million principal amount, carrying a fixed interest rate of 4.00% per annum, payable on the maturity date. • Tenor: Two years from issuance; maturity no later than 12 October 2028. • Conversion: Bondholders may convert in minimum tranches of HK$1.00 million from the issue date up to five business days before maturity. • Conversion price: HK$0.20 per share, implying a 72.41% premium to the 18 September 2026 closing price of HK$0.116 and an 83.49% premium to the five-day average closing price of HK$0.109. • Potential equity issuance: Full conversion would create 69.60 million new shares, equivalent to 19.98% of the current 348.36 million shares outstanding and 16.65% of the enlarged share base of 435.38 million shares. • Ownership impact: Subscriber Jin Hui Capital would hold 16.00% post-conversion; public shareholders would be diluted from 100% to 80.00%. • Early redemption: The company may redeem the bonds before the final seven-day period prior to maturity with bondholder consent, at 100% of principal plus accrued interest.
Use of proceeds Management expects net proceeds of approximately HK$13.90 million, to be deployed by 31 December 2026 as follows: – HK$7.00 million (50.3%) for working capital and repayment of trade payables and debts. – HK$4.00 million (28.7%) to establish and operate a northern regional centre. – HK$1.50 million (10.8%) for development and upgrades to the omni-media content distribution and AI-driven marketing system. – HK$1.42 million (10.2%) for staff costs, legal and professional fees, and other administrative expenses.
Conditions precedent Completion is contingent on Stock Exchange approval for listing the conversion shares, compliance with applicable laws, and absence of material adverse changes. The long-stop date is set for 9 October 2026, after which the agreement lapses if conditions are unmet.
Subscriber profile Jin Hui Capital is a Hong Kong-incorporated investment holding company wholly owned by Mr. Wu Senhong. The subscriber currently holds no Jiufang Digital shares and has no prior convertible bond investment in the group.
Prior fund-raising Over the past 12 months Jiufang Digital raised approximately HK$3.50 million via convertible bonds in June 2026 and HK$49.44 million through a rights issue and placing in March 2026, with proceeds applied as disclosed.
Cautionary note Given that the transaction remains subject to outstanding conditions, shareholders and potential investors are advised to exercise caution when dealing in Jiufang Digital securities.
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