Ficus Technology Holdings Limited (Stock Code: 8107) issued a circular dated 17 November 2025 regarding a connected transaction and share issuance plan. According to the announcement, the company entered into a Subscription Agreement on 3 March 2025 (as amended on 11 June 2025) with Arena Business Solutions Global SPC II, Ltd (the Investor), an affiliate of Arena Investors, LP. The agreement provides an equity line of credit of up to US$25.00 million (approximately HK$195.00 million).
The circular states that the company can request funds by delivering Advance Notices to the Investor. The subscription price for each drawdown must be no lower than HK$0.68 per new share and not less than 80% of the higher of (i) the closing price on the document date, and (ii) the average closing price for the five trading days before the price is set. Based on the HK$0.68 price, approximately 286.76 million new shares (around 20.88% of the issued share capital as of the latest practicable date) could be issued if the subscription is fully utilized.
As part of the arrangement, the Investor will receive 6.5 million existing shares from Beaming Elite Holdings Limited (the controlling shareholder), representing an aggregate value of US$500,000 (approximately HK$3.90 million), as a commitment fee. The company will reimburse Beaming Elite by using a portion of actual proceeds from each drawdown.
The announcement indicates that net proceeds of up to around HK$167.4 million are expected, intended primarily to settle past payables and strengthen the group’s apparel supply chain management (SCM) segment as well as its innovative SCM solutions. An extraordinary general meeting is scheduled for 1 December 2025 to seek independent shareholders’ approval of the transaction. The circular clarifies that this connected subscription is governed by the Rules Governing the Listing of Securities on GEM, and the Investor’s overall holding is capped so that no mandatory general offer obligation arises. The board recommends shareholders to vote in favor of the subscription agreement and related mandates at the upcoming meeting.
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