Hansoh Pharmaceutical (03692.HK) Announces Proposed Issuance of HK$4.68 Billion Zero-Coupon Convertible Bonds Due 2033

Hansoh Pharma (03692) announced that, on January 26, 2026 (after trading hours), the company entered into a subscription agreement with the lead managers. According to the subscription agreement, (among other things) the company has conditionally agreed to issue to the lead managers (or as directed by the lead managers), and the lead managers have also conditionally agreed with the company to individually, but not jointly, subscribe for and pay for the bonds, subject to certain conditions set out in the subscription agreement.

The Bonds may be converted into Conversion Shares according to the terms and conditions. Assuming the Bonds are fully converted at the initial conversion price of HKD 57.39 per share, and the Company issues no further shares, the Bonds will be convertible into 81,547,300 shares (with a total nominal value of approximately HKD 815), representing approximately 1.35% of the issued share capital of the Company as of the date of this announcement, and approximately 1.33% of the enlarged issued share capital of the Company as of the date of this announcement upon full conversion of the Bonds. The Conversion Shares to be issued upon conversion of the Bonds will rank pari passu in all respects with the existing shares in issue as of the relevant record date and will carry the same rights and privileges.

After deducting commissions and other related expenses, the net proceeds from the bonds are expected to be approximately HK$4.64 billion. Based on the initial conversion price, the net issue price per share of the conversion shares is approximately HK$56.90.

The Company will apply to the Vienna MTF operated by the Vienna Stock Exchange for the approval of the listing and trading of the Bonds. The Company will also apply to the Stock Exchange of Hong Kong for the approval of the listing and trading of the Convertible Shares on the Stock Exchange of Hong Kong.