BRAINAURORA-B (06681) plans to discount approximately 12.09% of its existing shares before issuing new shares, with a net fundraising of approximately HK$5.01 billion.

BRAINAURORA-B (06681) announces that on January 23, 2026 (before the trading period), the company, seller ZTan Limited and placement agent entered into a placement and subscription agreement. Accordingly, (i) the seller has agreed to sell, and the placement agent has agreed to act as the seller's agent, to use their best efforts to ensure that at least 6 underwriters subscribe for the placement shares at a price of HK$5.6 per share, and (ii) the seller has conditionally agreed to subscribe, and the company has conditionally agreed to issue and distribute subscription shares at a price of HK$5.6 per share equal to the placement price under a general mandate (the number of subscription shares to be the same as the number of placement shares actually placed by the placement agent under the placement and subscription agreement, namely 92 million shares). The placement shares represent approximately 7.27% of the company's existing issued share capital on the date of this announcement, and approximately 6.77% of the company's expanded issued share capital after the end of the subscription shares issuance (assuming no changes in the company's issued share capital excluding the issuance of the subscription shares from the date of this announcement to the completion of the subscription shares issuance). The placement price is HK$5.6 per share, representing a discount of approximately 12.09% to the closing share price of HK$6.37 on the last trading day on the Stock Exchange. Upon completion, it is estimated that the total amount raised from the subscription shares will be approximately HK$515 million, and after deducting all related expenses, costs, and expenditures associated with the placement and subscription transactions (including but not limited to legal expenses and expenditures), the estimated net proceeds from the subscription shares issuance will be approximately HK$501 million. It is estimated that the net subscription price per share after deducting these expenses, costs, and expenditures will be approximately HK$5.44. The company intends to use the net proceeds from the subscription shares issuance for the following purposes: (i) approximately 50% will be used for funding research and development projects. These projects include (but are not limited to) the development of non-invasive brain-computer interface (BCI) intervention systems, multimodal deep reasoning large models, consumer-oriented extended digital health platforms, medical large model integrated appliances, and support for large-scale clinical trials in key treatment pipelines. It is expected that these funds will be fully utilized by September 30, 2027; (ii) approximately 30% will be used for domestic and international market development. This includes costs related to establishing nationwide branches, supporting academic conferences and large-scale validation projects in the domestic medical market, and investing in establishing regional subsidiaries to serve local markets. It is expected that these funds will be fully utilized by June 30, 2027; (iii) approximately 10% will be used for strategic investments and acquisitions. This allocation is mainly used to invest in or acquire upstream and downstream companies within the digital health ecosystem (such as smart hardware manufacturers) to enhance the company's overall product and service supply. It is expected that these funds will be fully utilized by June 30, 2027; and (iv) approximately 10% will be used to supplement the operating capital for the general business purposes of the company and its subsidiaries. It is expected that these funds will be fully utilized by December 31, 2026.