On January 19, 2026, the Company entered into a GM Share Subscription Agreement with the GM subscriber, pursuant to which the Company agreed to issue, and the GM subscriber agreed to subscribe for, an aggregate of 11.5 million GM Subscription Shares at a subscription price of HK$1.14 per GM Subscription Share. The GM Subscription Shares represent approximately 1.14% of the total number of issued shares as of the date of this announcement, and approximately 1.13% of the issued share capital as enlarged by the allotment and issue of the GM Subscription Shares (assuming no change in the Company's issued share capital from the date of this announcement to the date of allotment and issuance of the GM Subscription Shares). The GM subscription price of HK$1.14 per share represents a discount of approximately 19.72% to the closing price of HK$1.42 per share as quoted on the Stock Exchange on the last trading day; and a discount of approximately 14.80% to the average closing price of HK$1.338 per share as quoted on the Stock Exchange for the five consecutive trading days immediately preceding the last trading day. The GM Subscription Shares will be subject to a lock-up period, commencing on the GM completion date and ending on December 21, 2026.
On January 19, 2026, the Company entered into an RL Share Subscription Agreement with RL, pursuant to which the Company agreed to issue, and RL agreed to subscribe for, an aggregate of 130 million RL Subscription Shares at a subscription price of HK$1.14 per RL Subscription Share (the same as the GM subscription price). The RL Subscription Shares represent approximately 12.90% of the total number of issued shares as of the date of this announcement; approximately 11.42% of the issued share capital as enlarged solely by the allotment and issue of the RL Subscription Shares; and approximately 11.31% of the issued share capital as enlarged by the allotment and issue of both the GM Subscription Shares and the RL Subscription Shares (assuming no change in the Company's issued share capital from the date of this announcement to the date of allotment and issuance of the RL Subscription Shares, other than the allotment and issue of the GM Subscription Shares). The RL Subscription Shares will be subject to a lock-up period, commencing on the RL completion date and ending on December 21, 2026.
The gross proceeds from the issuance of the RL Subscription Shares will be HK$148.2 million, and the net proceeds (after deducting related expenses) of approximately HK$147.2 million are intended to be used for asset-oriented investments and project incubation programs; Web3-related application layer expansion and asset enablement arrangements; and the general working capital of the Group.
On January 19, 2026, the Company and RL also entered into a Warrant Subscription Agreement, pursuant to which the Company agreed to issue, and RL agreed to subscribe for, warrants with a total value of HK$306.7 million. These warrants grant rights exercisable within a one-year period commencing on the warrant issue date to subscribe for new shares with a maximum aggregate value of HK$306.7 million. The initial warrant exercise price is HK$1.704 per warrant share (subject to adjustment), and the warrant subscription price is HK$18 million.
The 180 million warrant shares to be issued upon the full exercise of the subscription rights attached to the warrants at the initial exercise price of HK$1.704 per warrant share represent approximately 17.86% of the total number of issued shares as of the date of this announcement; approximately 15.15% of the issued share capital as enlarged solely by the allotment and issue of the 180 million warrant shares; and approximately 13.54% of the issued share capital as enlarged by the allotment and issue of the GM Subscription Shares, the RL Subscription Shares, and the 180 million warrant shares, assuming no change in the Company's issued share capital between the date of this announcement and the date of allotment and issuance of the warrant shares (other than the issuance of the GM Subscription Shares and RL Subscription Shares).
The gross proceeds and net proceeds from the issuance of the warrants will be HK$18 million and approximately HK$16 million, respectively. The net proceeds from the warrant issuance are expected to be used for asset-oriented investments and project incubation programs; Web3-related application layer expansion and asset enablement arrangements; and the general working capital of the Group.
The Company has applied to the Stock Exchange for the resumption of trading of its shares, effective from 9:00 a.m. on January 21, 2026.
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