Zhongke Group Holdings Limited (ZHONGKE GP-NEW) has announced two capital initiatives requiring shareholder approval at an upcoming extraordinary general meeting (EGM).

Authorised Share Capital • The board proposes to raise the authorised share capital from HK$10.00 million to HK$100.00 million by creating 900 million new shares with a par value of HK$0.10 each. Management cites the need for greater funding flexibility to support business expansion.

Convertible Bond Subscription • On 23 July 2026, Zhongke entered into a subscription agreement with Alpha Chamberlain Management Limited for unsecured convertible bonds totaling USD3.00 million (approximately HK$23.40 million). • The bonds carry a 12.00% annual coupon, payable monthly, and mature six months after issuance, with an option for the company to extend the maturity to 12 months. • Initial conversion price: HK$1.10 per share, representing a 5.98% discount to the HK$1.17 closing price on the signing date and to the five-day average. • Maximum conversion shares: 21.27 million, equal to 27.39% of current issued shares and 21.50% of the enlarged share base. • Early redemption: the company may redeem all or part of the bonds at par plus accrued interest with seven days’ notice. • Default events trigger bondholder redemption at par. The bonds are transferable subject to Listing Rules; they do not confer voting rights.

Shareholding Impact (full conversion scenario) • Copious Astute Limited: diluted from 27.56% to 21.64%. • Public float: moves from 70.12% to 55.04%. • Subscriber: would hold 21.50%.

Use of Proceeds Net proceeds of approximately USD2.88 million (HK$22.50 million) are earmarked as follows: 1. USD1.65 million (HK$12.90 million) – repayment of debt. 2. USD0.83 million (HK$6.50 million) – expansion of fitting-out and repair & maintenance services. 3. USD0.40 million (HK$3.10 million) – general working capital. Management expects full utilisation by end-2026.

Conditions and Timetable The bond issue and share-capital increase are conditional on: • Shareholder approval of both resolutions and a specific mandate at the EGM. • Stock Exchange approval for listing of conversion shares. • Completion of all regulatory and contractual conditions by 30 September 2026.

No shareholders are required to abstain from voting. A circular containing detailed terms will be dispatched in accordance with Listing Rules. Shareholders and investors are advised that the transaction may or may not proceed depending on satisfaction of the stated conditions.