Fuxing China Group Limited Announces Proposed Placement of Up to 3 Million New Shares at S\$0.415 Each

Date: 5 November 2025
Company: Fuxing China Group Limited (SGX: [Ticker])
Announcement: Proposed Placement of Up to 3,000,000 New Ordinary Shares

Key Highlights

• Placement of up to 3,000,000 new shares at S\$0.415 each, raising up to S\$1,245,000 in gross proceeds.
• The Placement Price represents a 9% discount to the last volume weighted average price (VWAP) of S\$0.456 before trading halt.
• The Placement Shares will represent approximately 17.44% of current issued share capital and about 14.85% of enlarged share capital post-placement.
• Funds will be used entirely for investment in technological research and development and upgrades to intelligent manufacturing equipment and assembly line.
• The Placement is not underwritten and will be conducted via an exempt offering in Singapore, with no prospectus issued.
• Completion is subject to several conditions, including no suspension or delisting of shares, and no material adverse events.

Details of the Placement

• Placement Agent: SAC Capital Private Limited, engaged on a best endeavours basis.
• Commission: 4.0% of placement price per share payable to Placement Agent; subscribers pay a 1.0% commission.
• Exclusions: Shares will not be placed to directors, substantial shareholders, or interested persons as defined under SGX rules, nor will the placement result in a change of control.
• Mandate: Shares issued under general mandate approved at the 2025 AGM, within the 20% non pro-rata limit.
• Timeline: Completion to occur within 8 weeks of agreement unless otherwise agreed.

Financial Effects

• Net Proceeds: Estimated at S\$1.145 million after deducting approximately S\$100,000 in fees and expenses.
• Use of Proceeds: 100% for technological R&D and manufacturing upgrades.
• Share Capital: Enlarged from 17,205,438 to 20,205,438 shares (excluding treasury shares).
• Net Tangible Assets (NTA) per Share: Will decrease from RMB 31.78 to RMB 27.37 due to the increase in shares.
• Earnings Per Share (EPS): Will decrease from RMB 0.04 to RMB 0.03 on a pro forma basis, as profit is spread over more shares.

Key Considerations for Shareholders

• Dilution: Existing shareholders will experience a dilution of their stake (up to 14.85% of the enlarged share capital).
• The Placement Price is at a 9% discount to the latest VWAP, which may impact short-term share price sentiment.
• Funds raised are earmarked for growth and efficiency, specifically technological upgrades and R&D, which could support long-term competitiveness and value creation.
• Liquidity: Placement is intended to broaden the shareholder base and improve trading liquidity.
• Conditionality: Placement remains subject to fulfillment of conditions in the Placement Agreement; there is no certainty it will complete.
• No shares will be placed to insiders, and there will be no change of control as a result of this placement.
• The company will make further announcements on material developments and on the use of proceeds as funds are deployed.
• Pro forma financial impact is dilutive on a per-share basis (NTA/share and EPS both decrease), but overall asset base and capital for investment increase.

Other Important Information

• The company will apply for listing and quotation of the new shares on SGX-ST and will announce when approval is obtained.
• Copies of the Placement Agreement are available for inspection for three months at the company’s share transfer agent’s office.
• The directors have confirmed the accuracy and completeness of the announcement to the best of their knowledge.
• Shareholders are advised to exercise caution in trading the shares as the placement may or may not proceed depending on whether all conditions are fulfilled.

Potential Impact on Share Price

This news is potentially price sensitive as it involves a significant equity placement at a discount, which could impact both the share price and shareholder value in the short term due to dilution and discounting, but with the potential for longer-term benefits if the technological investments lead to improved performance and growth.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should carefully consider the contents of the official company announcement and seek the advice of a qualified professional before making any investment decisions. The completion of the placement is subject to the fulfillment of various conditions, and there is no guarantee that it will proceed as planned.

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