Pharmaron Beijing Co., Ltd. (Pharmaron) has signed a Subscription Agreement with The Hongkong and Shanghai Banking Corporation Limited to issue RMB2.18 billion (approximately US$330.80 million) of USD-settled zero-coupon convertible bonds (CBs) due 2027. Completion is targeted for 2 September 2026, subject to customary closing conditions and potential termination triggers.
The CBs—priced at 102% of par—mature on or around 31 August 2027 and carry no coupon. Holders can convert into H shares at an initial price of HK$36.08, implying: • 16.76% premium to the 26 August 2026 closing price of HK$30.90 • 11.41% premium to the five-day average of HK$32.38 • 14.97% premium to the ten-day average of HK$31.38
Full conversion would issue about 70.48 million new H shares, equivalent to 3.84% of current issued share capital and 3.70% of the enlarged total. Net proceeds are expected to be US$327.20 million, translating to a net price of roughly HK$36.39 per conversion share.
Use of funds: • 70% (circa US$229.04 million) for expansion and development of the Group’s businesses • 20% (circa US$65.44 million) to refinance existing debt and optimise capital structure • 10% (circa US$32.72 million) for general corporate purposes and working capital
Post-conversion, H-share count would rise from 358.11 million to 428.59 million, while total issued shares would increase from 1.84 billion to 1.91 billion; A-share holdings remain unchanged. The company expects to maintain adequate public float.
The CBs will rank as direct, unsubordinated, unsecured obligations of Pharmaron. Redemption options include issuer call from 2 October 2026 if the H-share price exceeds 120% of the then-effective conversion price for 15 out of 30 consecutive trading days, tax and clean-up calls, and investor put upon defined “Relevant Events” such as a change of control or prolonged trading suspension.
Conversion shares will be allotted under the existing General Mandate (up to 70.54 million H shares authorised at the 2025 AGM), requiring no further shareholder approval. Listing applications have been or will be filed for the conversion shares on the Hong Kong Stock Exchange and for the CBs on the Vienna MTF.
Pharmaron and its insiders are subject to a 90-day lock-up on additional issuances, excluding the current CBs, their conversion shares, and employee share schemes.