YEAHKA (09923) plans to first sell 19.15 million old shares before issuing new ones, raising approximately HK$1.89 billion.

YEAHKA (09923) announced that the company proposes to issue and place 19.15 million shares to raise additional funds from external investors for the development of the group's overseas and artificial intelligence businesses. In view of the above, the company has made the following arrangements: on January 6, 2025, the company, the supplemental seller (Creative Brocade International Limited) and the placing agents entered into a placing and subscription agreement, where (i) the supplemental seller agreed to sell and the placing agents agreed (as agents of the supplemental seller) to use their best efforts to procure the purchase of 19.15 million placing shares held by the supplemental seller at a price of HK$10.10 per placing share; and (ii) the supplemental seller conditionally agreed (as principal) to subscribe at the subscription price equal to the placing price, while the company conditionally agreed to issue 19.15 million subscription shares. The ownership of the supplemental seller in the company will be diluted from approximately 36.17% of the issued share capital as of the date of this announcement to approximately 31.85% following the completion of the seller's placement, and will increase to approximately 34.67% following the completion of the subscription after the subscription enlargement, thereby triggering the full takeover responsibility under Rule 26 of the Takeover Code (except for exemptions granted by the executive under the Takeover Code). The supplemental seller has applied to the executive for an exemption from the full takeover responsibility under Rule 26 as a result of the subscription. The total number of placing shares is up to 19.15 million shares, representing approximately 4.14% of the enlarged issued share capital (assuming no change in the issued share capital between the date of this announcement and the completion of the seller's placement and subscription, excluding the issuance of subscription shares). The placing price of HK$10.10 per placing share represents a discount of approximately 9.0% compared to the closing price of HK$11.10 per share reported on the Exchange on January 6, 2025. After deducting all applicable costs and expenses (including commissions, professional fees, and actual expenses), the estimated net proceeds from the subscription are approximately HK$189 million. The company plans to use the net proceeds from the subscription for the following purposes: approximately 40% for expanding the group's overseas presence in various divisions in Asia; approximately 40% for investment in research and development, including the use of artificial intelligence in proprietary software to strengthen the competitiveness of the group's commercial digital ecosystem; and approximately 20% for working capital and general corporate purposes.