REFIRE (Shanghai REFIRE Group Limited) signed a Subscription Agreement on 21 May 2026 to issue 10.00 million unlisted warrants to Macquarie Bank Limited under a specific mandate, subject to shareholder approval at an extraordinary general meeting (EGM). The warrants will not be listed; an application will be made only for the listing of any underlying H shares issued upon exercise.
Key Terms • Exercise price: 93 % of the volume-weighted average price (VWAP) of REFIRE’s H shares on the trading day immediately preceding each exercise date, with the Company entitled to reject exercises below HK$27.29 (“Rejection Price”). • Issue price: HK$0.2657 per warrant. • Tenor: exercisable at any time from issuance up to 18 months thereafter. • Committed exercise: the Company may trigger a 90-qualified-trading-day window during which Macquarie must exercise at least 3.00 million warrants.
Proceeds Scenarios • Minimum committed scenario (3.00 million warrants exercised at the Rejection Price): gross proceeds HK$81.87 million; net proceeds HK$79.19 million. • Highest closing-price scenario (all 10.00 million warrants exercised at HK$283.00): gross proceeds HK$2.83 billion; net proceeds HK$2.79 billion.
Use of Proceeds Net proceeds will be split equally: 1. ≈50 % to repay outstanding bank loans and lease liabilities. 2. ≈50 % for general corporate purposes, including domestic and international expansion, working-capital replenishment and potential strategic investments in hydrogen-related projects.
Dilution Impact REFIRE currently has 93.22 million shares outstanding (62.13 million H shares and 31.08 million domestic shares). Full warrant exercise would raise the total to 103.22 million shares, with the new 10.00 million H shares representing 9.69 % of the enlarged share capital and 13.86 % of enlarged H-share count. Under the minimum committed scenario, Macquarie would hold 3.00 million H shares, equal to 3.12 % of post-issue share capital.
Regulatory Framework Because Hong Kong Listing Rule 13.36(7) prohibits warrant issuance under a general mandate, the shares underlying the warrants will be allotted under a specific mandate to be sought at the EGM. The planned issuance complies with the 20 % cap in Listing Rule 15.02(1).
Timeline and Conditions Closing will occur within five business days after all conditions precedent are met, including due diligence completion, regulatory approvals and CSRC filing. Shareholders will receive a circular on 21 May 2026 and vote on the proposal at the forthcoming EGM.
Risk Reminder Completion depends on satisfying all conditions precedent; shareholders and potential investors should exercise caution when dealing in REFIRE’s H shares.
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