YOURAN DAIRY (09858) announced that on January 16, 2026, the Company, the seller Boyuan, and the placing agent entered into a placing and subscription agreement. The seller will sell, and the placing agent, acting as the seller's agent, will use its best efforts to procure no fewer than six placees to subscribe for the Placing Shares at the Placing Price of HK$3.92 per Placing Share. Furthermore, the Company will allot and issue Top-up Subscription Shares to the seller at the Top-up Subscription Price, which is equal to the Placing Price of HK$3.92 per share, under the general mandate. The number of Top-up Subscription Shares will be identical to the number of Placing Shares sold by the placing agent pursuant to the placing and subscription agreement. The Board is pleased to announce that on January 16, 2026, the Company and the seller entered into a special mandate subscription agreement. Subject to the terms and conditions of the special mandate subscription agreement, the Company has conditionally agreed to allot and issue, and the seller has conditionally agreed to subscribe for, the Special Mandate Subscription Shares at the Special Mandate Subscription Price of HK$3.92 per share. Upon completion of the Special Mandate Subscription, and based on the terms and conditions of the special mandate subscription agreement, the Company will allot and issue, and the seller will subscribe for, 299 million new shares. The Placing Shares represent approximately 7.14% of the Company's issued share capital as enlarged by the allotment and issuance of the Top-up Subscription Shares immediately following the completion of the Top-up Subscription. They also represent approximately 6.66% of the Company's issued share capital as enlarged by the allotment and issuance of both the Top-up Subscription Shares and the Special Mandate Subscription Shares. The Placing Price is HK$3.92 per Placing Share, representing a discount of approximately 8.84% to the closing price of HK$4.30 per Share as quoted on the Stock Exchange on the last trading day. The net proceeds from the Top-up Subscription are estimated to be approximately HK$1.159 billion. The number of Special Mandate Subscription Shares (299 million shares) represents approximately 7.14% of the Company's issued share capital as enlarged by the allotment and issuance of the Special Mandate Subscription Shares. It also represents approximately 6.66% of the Company's issued share capital as enlarged by the allotment and issuance of both the Special Mandate Subscription Shares and the Top-up Subscription Shares. The Special Mandate Subscription Price of HK$3.92 per share represents a discount of approximately 8.84% to the closing price of HK$4.30 per Share as quoted on the Stock Exchange on the last trading day. The net proceeds from the Special Mandate Subscription are estimated to be approximately HK$1.172 billion. The Company intends to use the total net proceeds from the Top-up Subscription and the Special Mandate Subscription for the following purposes: advanced technology enablement and digital transformation to enhance operational efficiency; repayment of interest-bearing debt to optimize the capital structure and provide flexibility for potential acquisition or investment opportunities; and supplementing working capital and for general corporate purposes.
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