Xinming China Holdings Limited has unveiled a non-underwritten rights issue aimed at raising up to HK$106.00 million before expenses. Shareholders will be offered six rights shares for every one consolidated share held on the 12 June 2026 record date, at HK$4.70 per rights share.
The offer comprises up to 22.54 million new consolidated shares—equal to 600% of the current issued share capital—taking the enlarged share count to 26.30 million shares if fully subscribed. The subscription price represents discounts of approximately 21.4% to the 5 June 2026 closing price of HK$5.98 and 20.0% to the theoretical ex-rights price based on the last trading day before announcement (13 February 2026).
The transaction will proceed without underwriting. Any rights not taken up (‘‘Unsubscribed Rights Shares’’) and those attributable to non-qualifying shareholders (‘‘NQS Unsold Rights Shares’’) will be placed on a best-efforts basis by Advent Securities (Hong Kong) Limited between 9–24 July 2026. Unplaced shares will be cancelled, reducing the final issue size.
Expected key dates include trading in nil-paid rights from 17–25 June 2026, final acceptance and payment by 30 June, and listing of fully-paid rights shares on 4 August 2026. Net proceeds, estimated at HK$101.40 million after HK$4.60 million in expenses, are earmarked as follows: • HK$97.40 million (96.0%) – repayment of convertible bonds, bank and other borrowings, and outstanding payables; • HK$1.80 million (1.8%) – acquisition of PRC property development projects; • HK$2.20 million (2.2%) – general working capital.
The rights issue follows a 25-into-1 share consolidation effective 3 June 2026 and the company’s HK$78.30 million rights issue completed in July 2025. The latest offer is subject to conditions including listing approval for the rights shares.
If fully subscribed, controlling shareholder Mr Chen Chengshou’s stake (held via Xinxing Company Limited) remains at 0.26%. If no existing shareholders take up their entitlements and all Placing Shares are placed to independent investors, his interest would dilute to 0.04%.
Xinming China cautions investors that dealings in nil-paid rights from 17–25 June 2026 will carry the risk that the rights issue may not become unconditional. The company also confirms compliance with public-float requirements following completion of the transaction.
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