Tianjin Construction Development Group Co., Ltd. Announces Completion of New Share Placing Under General Mandate

Key Highlights

• Successful Completion of Placing: Tianjin Construction Development Group Co., Ltd. has completed the placing of 43,158,000 new shares at HK\$0.68 per share.
• Significant Capital Raised: The gross proceeds from the placing total approximately HK\$29.3 million, with net proceeds after expenses estimated at HK\$29.2 million.
• Strategic Use of Proceeds:
  • Approximately 34.3% of the net proceeds will be used to establish a new company for a mechanical leasing platform.
  • 31.5% will be allocated as general working capital.
  • 34.2% is earmarked for potential future investments as opportunities arise.
• Shareholding Dilution: The new shares represent a 16.67% increase in the issued share capital (excluding treasury shares), potentially diluting existing shareholders.
• Shareholding Structure Changes: No Placee (investor in this placement) or their ultimate beneficial owners will become a substantial shareholder as a result of this transaction.
• Capital Structure Update: The registered capital of the Company increased from RMB215,794,749 to RMB230,059,168.
• Adoption of Amended Articles of Association: The company has adopted amended Articles of Association, effective 9 March 2026.

Details for Investors

Placing Completion and Share Details

The company reports that on 9 March 2026, the completion of the placing of 43,158,000 new shares was finalized at a price of HK\$0.68 per share. This operation was conducted under the General Mandate and executed through UZEN SECURITIES LIMITED as the placing agent. The shares were allocated to not less than six independent Placees, none of whom will become a substantial shareholder post-placement.

The net placing price per share, after fees and expenses, is approximately HK\$0.68, indicating minimal dilution from transaction costs. The new shares account for around 16.67% of the company’s total issued shares (excluding treasury shares) post-placing.

Use of Proceeds

The Board has detailed a clear and diversified plan for the use of the net proceeds of HK\$29.2 million:

• 34.3% (approx. HK\$10 million): To establish a new company for building a mechanical leasing platform, signaling expansion into new business areas.
• 31.5% (approx. HK\$9.2 million): For general working capital, supporting the company’s operational liquidity.
• 34.2% (approx. HK\$10 million): Reserved for potential investments when opportunities arise, indicating a focus on growth and strategic flexibility.

The company expects to utilize all net proceeds within the next three months, reflecting an urgent and active approach to deployment of the new capital.

Shareholding Structure Impact

The placing results in notable changes to the shareholding structure. The introduction of new Placees dilutes the percentage holdings of the existing major shareholders:

• Shengyuan Group: Decreases from 51.36% to 42.80% of total issued shares.
• Shanshengyuan Enterprise Management: Drops from 14.67% to 12.23%.
• Tianjin Gongmeihao: Drops from 6.95% to 5.79%.
• Other public shareholders: Decreases from 27.02% to 22.51%.
• New Placees: Now collectively own 16.67%.

Investors should note that while no new substantial shareholder emerges from this placement, the dilution effect is significant and may impact share value.

Corporate Governance and Capital Structure

With the completion of the placing, the registered capital of Tianjin Construction Development Group Co., Ltd. has been increased from RMB215,794,749 to RMB230,059,168. In tandem, the company has adopted amended Articles of Association effective 9 March 2026, aligning the corporate documents with the expanded capital base and shareholder structure.

Price-Sensitive Considerations

• The successful placement increases the company’s capital base, enabling swift execution of new business initiatives and potential investments, which may enhance future growth prospects.
• The dilution of major shareholders’ stakes and the significant entry of new Placees could impact the market perception of control and governance.
• The detailed and immediate plan for utilization of proceeds demonstrates the company’s urgency to drive new business and investments, potentially leading to near-term operational and financial developments.

Board and Management Update

The announcement also confirms the current composition of the Board, including executive, non-executive, and independent non-executive directors, with Mr. Wang Wenbin serving as Chairman and non-executive Director.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to sell or a solicitation of an offer to buy any securities. Investors should consult their own professional advisors before making any investment decisions. The information herein is based on public disclosures and the latest company filings as of 9 March 2026, and may be subject to change without notice.

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