AOM International to Issue 147.30 Million New Shares at HK$0.270 Each to Capitalise HK$39.77 Million Debt

AOM International Group Company Limited has entered into a conditional agreement with creditor Ms. Ou Zhu to convert outstanding shareholder loans into equity through the issuance of 147.30 million new shares. The transaction, subject to shareholder approval at a special general meeting (SGM) on 14 July 2026, will be executed under a specific mandate.

Key terms • Volume and price: 147.30 million new shares at HK$0.270 per share, equating to HK$39.77 million. • Consideration: Settlement will be effected entirely by offsetting the same amount of indebtedness (principal HK$37.52 million and accrued interest HK$2.25 million) owed to the subscriber. • Timetable: Completion is expected within five business days after all conditions are met, with a long-stop date of 31 July 2026.

Pricing metrics • 154.72% premium to the HK$0.106 closing price on the latest practicable date (9 June 2026). • 19.40% discount to the HK$0.335 closing price on 2 April 2026 (date of agreement). • 20.35% discount to the five-day average closing price; 1.12% premium to the 10-day average; 37.18% premium to the HK$0.194 net asset value per share. • Theoretical dilution effect calculated at 2.25%.

Post-deal capital structure Assuming no other share changes before completion, AOM International’s issued share capital will rise from 1.18 billion to 1.33 billion shares. The subscriber’s stake will climb from 4.50% to 15.07%, while public float will decrease from 69.62% to 61.91%. Executive Director Mr. Li Lizhong will retain a 5.28% interest.

Rationale and financial impact Management expects the conversion to: 1. Eliminate HK$39.77 million debt without cash outflow, preserving the group’s HK$156.20 million cash balance. 2. Turn around the HK$26.60 million net current liabilities position recorded at 31 December 2025 and lower the gearing ratio from 72.0% to 60.6%. 3. Maintain liquidity for core operations—estimated 12-month working-capital needs of roughly HK$160 million—and for settling other short-term borrowings of HK$97.85 million under negotiation.

Alternative funding routes such as bank loans, placements, rights issues or open offers were evaluated but deemed less favourable due to collateral, guarantee and timing requirements, as well as additional professional fees and potential interest costs.

Approvals The share issue requires: • Shareholders’ endorsement of the specific mandate at the 14 July 2026 SGM (the subscriber will abstain from voting). • Listing approval for the new shares from the Stock Exchange.

If conditions are unmet by 31 July 2026, the agreement will lapse without liability to either party.