Axtec Limited Director Liu Ying Chun Acquires 475,000 Unlisted Convertible Notes After Shareholder Approval

Details of the 475,000 Unlisted Convertible Notes Issued to Liu Ying Chun’s Associated Entity

Per the ASX announcement, Axtec Limited allotted 475,000 unlisted convertible notes to Oriental University City Holdings (H.K.) Limited on 29 June 2026. These notes have a maturity date of 29 June 2029, providing a three-year period before maturity or conversion. The total consideration was $475,000, equating to a $1.00 face value per note. The specific terms concerning conversion rights and interest rates were not disclosed in this update.

The transaction involved the issuance of unlisted convertible notes, which are not traded on the ASX market. Such instruments are commonly used in director-related financing arrangements, especially when shareholder approval is obtained. The announcement confirmed no securities were disposed of in connection with this allotment, and Part 2 of the disclosure regarding director interest changes in contracts was marked not applicable.

Indirect Interest Held by Liu Ying Chun via Oriental University City Holdings (H.K.) Limited

The disclosed interest is indirect, as Liu Ying Chun does not hold the convertible notes or ordinary shares in a personal capacity. Instead, the securities are registered under Oriental University City Holdings (H.K.) Limited, a Hong Kong-based entity where Liu Ying Chun serves as Chief Executive Officer and Executive Director. This structure means the director’s relevant interest arises from control and executive roles within the entity rather than direct ownership.

This form of indirect holding complies with ASX disclosure requirements under the Corporations Act and Listing Rule 3.19A.2, which mandate directors to disclose interests held through controlled entities. The previous director interest notice was filed on 12 December 2025, making this the latest update to Liu Ying Chun’s holdings in Axtec Limited.

Stable Ordinary Shareholding of 95,750,000 Shares by Oriental University City Holdings

Separately from the convertible note allotment, Oriental University City Holdings (H.K.) Limited continues to hold 95,750,000 fully paid ordinary shares in Axtec Limited. This shareholding remained unchanged as a result of the 29 June 2026 transaction, with no acquisitions or disposals of ordinary shares. The size of this stake was pre-existing and remains intact following the allotment.

This substantial holding represents a significant position in Axtec, although the company did not disclose the total issued capital or the exact percentage this holding constitutes. Investors interested in the relative size of this stake should consult Axtec’s latest annual report, appendix 3B filings, or the most recent top twenty shareholders list.

Shareholder Approval Obtained on 4 June 2026 for Director Note Issuance

The allotment of the unlisted convertible notes was approved by Axtec shareholders at a general meeting held on 4 June 2026, approximately 25 days prior to the allotment date. This pre-approval ensured compliance with corporate governance requirements under Australian law, particularly relating to related-party transactions involving directors.

Such approval is mandated under Chapter 2E of the Corporations Act and ASX Listing Rule 10.11. By securing shareholder consent before issuing the notes, Axtec Limited provided transparency and endorsement of the transaction to its shareholders, reinforcing governance standards around director-related dealings.

Compliance with Closed Period Trading Rules and Regulatory Filings

Part 3 of the Appendix 3Y filing confirms that the securities involved were not traded during a closed period, a timeframe when trading by directors is typically restricted ahead of price-sensitive announcements. As a result, no prior written clearance was required for this transaction.

The disclosure was made in accordance with Listing Rule 3.19A.2 and section 205G of the Corporations Act, ensuring timely and accurate reporting of director interest changes. This filing represents Axtec’s fulfillment of its regulatory obligations following the 29 June 2026 allotment.

Implications of the Convertible Notes Maturing on 29 June 2029 for Axtec’s Capital Structure

Unlisted convertible notes combine elements of debt and equity, typically accruing interest and allowing conversion into ordinary shares at maturity or under certain conditions. The notes issued to Oriental University City Holdings (H.K.) Limited expire on 29 June 2029, providing a three-year period for potential conversion or repayment.

If converted into equity, the notes could dilute existing shareholders depending on the conversion price and number of shares issued. Alternatively, if repaid in cash, they represent a future liability on Axtec’s balance sheet. Specific terms such as interest rate, conversion price, and repayment conditions were not disclosed here but may be detailed in the shareholder resolution from 4 June 2026.

Significance of the $475,000 Consideration and Transaction Scale

The $475,000 consideration for 475,000 notes indicates a face value of $1.00 per note. While modest in scale relative to typical ASX company financings, the transaction is material for director disclosure purposes because it alters Liu Ying Chun’s indirect interest in Axtec. Prior to this, the director’s disclosed interest was limited to the 95,750,000 ordinary shares held via Oriental University City Holdings (H.K.) Limited; now it includes the convertible notes.

The addition of convertible notes alongside a large shareholding may reflect a continued financial commitment by the director’s associated entity to Axtec. However, the company did not provide details on the strategic rationale behind the issuance. Additional context may be found in the materials from the 4 June 2026 shareholder meeting.

Historical Context from Previous Director Interest Notice Dated 12 December 2025

The latest Appendix 3Y filing notes that Liu Ying Chun’s prior director interest notice was submitted on 12 December 2025, about six and a half months before the current update. Between these dates, the ordinary shareholding of 95,750,000 shares remained unchanged, with the only new interest being the 475,000 unlisted convertible notes allotted in June 2026.

Investors monitoring director interests at Axtec may compare the December 2025 and June 2026 notices to assess changes over time. The consistent large shareholding through Oriental University City Holdings suggests a long-term holding intent, though no forward-looking statements regarding intentions were made.

Upcoming Developments for Investors to Watch After This Director Interest Disclosure

With the convertible notes now allotted and disclosed, investors should monitor key future events, including any decisions to convert the notes into equity before their 29 June 2029 expiry or amendments to the note terms. Such events would likely trigger further Appendix 3Y filings and market disclosures.

Additionally, any further changes in director interests—whether through trading, additional allotments, or disposals of ordinary shares held via Oriental University City Holdings—will require updated disclosures under Listing Rule 3.19A.2. Investors should also review Axtec’s upcoming quarterly or half-year reports for commentary on the company’s capital structure, convertible note terms, and related-party transactions. The immediate impact on Axtec’s share price was not evident from publicly available information.