BRETON (01333) plans to place up to 18.3162 million new H shares, raising a net proceeds of approximately HK$199 million.

BRETON (01333) announces that on 13 October 2026, the Company entered into a placing agreement with the placing agent, pursuant to which the placing agent has agreed to act as agent of the Company to procure, on a best-efforts basis, not fewer than six placees to subscribe for up to 18,316,200 new H Shares at a placing price of HK$12.06 per H Share, in accordance with the terms and subject to the conditions set out in the placing agreement. The maximum of 18,316,200 placing shares represent approximately 4.88% and approximately 4.49% of the issued H Shares and the total number of issued shares (excluding treasury shares) as at the date of this announcement, respectively, and approximately 4.65% and approximately 4.30% of the H Shares and the total number of issued shares (excluding treasury shares) as enlarged by the allotment and issue of the placing shares (assuming no change in the issued shares of the Company from the date of this announcement to the completion date other than the allotment and issue of the placing shares), respectively. The placing price of HK$12.06 per H Share represents a discount of approximately 6.512% to the closing price of HK$12.90 per H Share as quoted on the Stock Exchange on 13 October 2026 (being the date of the placing agreement). Assuming all the placing shares are fully placed, the gross proceeds and the net proceeds (after deducting commissions and estimated expenses) from the placing are expected to be approximately HK$220.9 million and approximately HK$199 million, respectively. On this basis, the net issue price per placing share will be approximately HK$10.87. The Board considers that the placing is a continuation of the Group's strategy to develop its overseas solar-plus-storage microgrid business. Since November 2025, the Company has conducted equity fundraisings in stages, taking into account the development of its overseas solar-plus-storage business, the expected capital expenditure requirements of its projects and the timing of its funding needs (including potential funding needs arising from overseas projects other than those for which funds have previously been allocated). The Board considers that staged fundraising enables the Group to match the timing and amount of its fundraising to its funding needs at different stages of business development, while maintaining financial flexibility and reducing reliance on additional debt financing. The Company completed a placing of new H Shares in November 2025, the proceeds of which have been used for, among other things, investing in and developing overseas solar-plus-storage projects, including the Dizwa solar-plus-storage project located in the Democratic Republic of the Congo (the Dizwa Project). The Dizwa Project has achieved grid-connected power generation and has provided the Group with practical experience in developing its overseas solar-plus-storage microgrid business. The Company subsequently completed placings in July 2026 and September 2026, the proceeds of which have been designated for, among other things, investing in and developing phase one of the Ruashi solar-plus-storage project (the Ruashi Project). The placing is intended to further enhance the Group's financial resources to support the continued development of its overseas solar-plus-storage microgrid business and to enable the Group to capture opportunities as and when suitable project opportunities arise, and is not limited to the existing construction scope of phase one of the Ruashi Project funded by the July 2026 placing and the September 2026 placing. The development of overseas solar-plus-storage microgrid projects generally involves multiple stages, including project identification and assessment, feasibility assessment, project development, equipment procurement, engineering construction, installation and commissioning. In particular, overseas solar-plus-storage microgrid projects involve certain preliminary preparation, equipment delivery and construction periods from planning and design, supplier selection to equipment procurement and engineering construction. Once the relevant project arrangements are finalized, the Group may need to enter into equipment procurement and engineering construction contracts and pay relevant advance payments for photovoltaic modules, energy storage systems and engineering construction, so as to ensure that the projects can proceed in a timely manner. If the Group were to commence fundraising only after the final agreements for the relevant projects are entered into, the time required for fundraising and subsequent fund deployment might delay equipment procurement and construction progress, thereby affecting the expected grid connection time of the projects and the project delivery arrangements to the relevant customers. The timing, scale and funding requirements of individual projects may vary depending on, among other things, project location, customer requirements, technical feasibility, commercial terms, regulatory and approval requirements and other implementation considerations. Accordingly, the Group considers it appropriate to maintain sufficient financial flexibility to capture suitable project opportunities in a timely manner, rather than arranging financing only after individual projects are finalized. In addition, given the cross-border nature of the Group's overseas projects, the timing of fund deployment may be affected by foreign exchange registration, remittance arrangements, local project implementation schedules and other administrative procedures. Accordingly, the Board considers it prudent for the Company to arrange financing in advance when suitable capital market opportunities arise, enabling the Group to better meet its funding needs as potential projects progress and actual capital expenditure requirements arise. The Group continues to evaluate potential overseas solar-plus-storage microgrid opportunities, particularly in mining areas where grid infrastructure may be relatively weak and there is demand for alternative energy solutions. Projects currently under consideration include, among others: (i) phase two of the Dizwa Project, with a planned capacity of 30MWp photovoltaic power generation and 60MWh energy storage, representing additional capacity beyond the 76MWp photovoltaic power generation and 100MWh energy storage of phase one of the Dizwa Project; (ii) potential expansion of phase one of the Ruashi Project, where consideration is being given to expanding the phase one capacity from 30MWp photovoltaic power generation and 60MWh energy storage to 50MWp photovoltaic power generation and 100MWh energy storage, representing an additional 20MWp photovoltaic power generation and 40MWh energy storage capacity. For the avoidance of doubt, if the net proceeds from the placing are used for such expansion, the relevant amounts will be used solely for the additional capacity and related ancillary construction, and will not be used for the original construction scope of phase one of the Ruashi Project, the costs of which will be accounted for separately; and (iii) the potential Inhoyi solar-plus-storage project in Zimbabwe (the Inhoyi Project) contemplated under the non-binding letter of intent entered into with INHOYI INVESTMENTS (PRIVATE) LIMITED as disclosed by the Company on 25 September 2026, with a planned capacity of 30MWp photovoltaic power generation and 60MWh energy storage. Among the above projects, phase two of the Dizwa Project is currently at a relatively more mature preparatory stage. Phase one of the Dizwa Project, comprising 76MWp photovoltaic power generation and 100MWh energy storage, has achieved grid-connected power generation and has accumulated practical experience for the Group in developing and operating overseas solar-plus-storage microgrid projects. Compared with relying on diesel power generation, the operation of phase one of the Dizwa Project also helps reduce the electricity costs of the relevant customer, and together with the customer's continued demand for electricity, provides a good commercial basis for further cooperation between the parties. Based on the existing power purchase agreement of phase one of the Dizwa Project, the Group has continued to negotiate with the relevant customer regarding the proposed expansion of phase two of the Dizwa Project. The Group and the relevant customer have reached consensus on the key commercial terms of the proposed expansion, including the additional capacity, the expected grid connection time and the power purchase price. The planning and design work for phase two of the Dizwa Project has commenced, and the Group currently estimates that the total investment required for phase two of the Dizwa Project will be approximately RMB200 million. Once the planning and design scheme is finalized, the project is expected to enter the supplier selection and equipment procurement stage, at which point funding requirements for equipment procurement and engineering construction will arise accordingly. Although no binding final agreement has been entered into in respect of phase two of the Dizwa Project as at the date of this announcement, the progress achieved to date has provided a commercial basis for the Group to make advance funding arrangements for the possible future implementation of the project. The above projects are certain opportunities that the Group is exploring in the course of its continuing business development. As at the date of this announcement, the Group has not made a final decision on whether to proceed with any of these projects. The Group may also identify other overseas solar-plus-storage microgrid projects through its ongoing or subsequent market research, feasibility assessments and business development activities, including projects not specifically mentioned above or not yet identified. The selection of projects and allocation of funds will depend on a number of factors, including feasibility assessments, commercial terms, customer requirements, regulatory and approval requirements, the availability of suitable project opportunities and the Group's financial position at the relevant time. Accordingly, the placing is intended to enhance the Group's overall funding capacity to develop potential overseas solar-plus-storage microgrid projects. In particular, in view of the progress of phase two of the Dizwa Project, including the consensus reached with the relevant customer on the key commercial terms and the commencement of planning and design work, the Board considers it appropriate to arrange financing in advance before the expected funding requirements for the subsequent equipment procurement and engineering construction stages arise. Such advance financing arrangements will enable the Group to make the relevant payments and proceed with project implementation in a timely manner once the relevant commercial and project arrangements are finalized, without having to commence fundraising only at that stage. This will also help reduce the risk of delays in project development and expected grid connection time due to fundraising and cross-border fund deployment arrangements. Based on the indicative scale and implementation arrangements of the potential projects currently under assessment, the portion of the net proceeds allocated to overseas solar-plus-storage microgrid projects is expected to support the initial funding requirements of such potential projects, including advance payments for solar-plus-storage equipment and engineering construction. The Board considers that the placing will enable the Group to maintain financial flexibility, assess and capture opportunities as and when suitable project opportunities arise, strengthen its position in overseas mining microgrid scenarios, and support the continued implementation of the Group's integrated strategy of "solar-plus-storage microgrid + electric mining trucks + autonomous driving".