Gaodi Holdings Limited Announces Placing of New Shares Under General Mandate

Key Highlights of the Announcement

• Placing Agreement Signed: On 11 March 2026, Gaodi Holdings Limited entered into a Placing Agreement with KGI Asia Limited, which acts as the placing agent. The agreement allows for the placement of up to 4,665,371 new shares at HK\$0.23 per share to at least six independent third-party investors.
• Share Placement Details:
  • The maximum number of shares to be placed represents approximately 1.81% of the current issued share capital (258,430,857 shares) and approximately 1.77% of the enlarged share capital after the placement.
  • The aggregate nominal value of the placing shares is HK\$466,537.10.
• Premium Pricing:
  • The placing price of HK\$0.23 per share is at a premium of 4.55% to the closing price of HK\$0.22 on the last trading day, and a premium of 2.86% to the average closing price over the previous five trading days (HK\$0.224).
• Net Proceeds and Use of Funds:
  • If all shares are placed, gross proceeds will total HK\$1.07 million. After deducting placing commission (1% of total amount placed) and other expenses, net proceeds are estimated at HK\$0.96 million (net placing price of HK\$0.21 per share).
  • Proceeds will be used for general working capital purposes, including headquarters expenses, professional fees, and staff salaries, and are expected to be fully utilized by the end of December 2026.
• Shareholder Impact:
  • The placement is under an existing General Mandate and does not require additional shareholder approval.
  • Upon completion, none of the placees will become a substantial shareholder.
  • Post-placement, the shareholding structure will shift slightly: Leung Tsz Shan Monica’s holding remains at 6.37%, placees will hold 1.77%, and other public shareholders will hold 91.86%. The total number of issued shares will increase to 263,096,228.
• Completion and Termination Conditions:
  • Completion is subject to listing approval, obtaining necessary consents, and no material breach or misrepresentation.
  • The placing agent may terminate the agreement in case of adverse market conditions, material breaches, or prolonged suspension of trading.
• Strategic Rationale:
  • The placement aims to strengthen the Group’s financial position, enhance liquidity, and broaden the shareholder base, enabling the company to meet financial obligations without incurring interest expenses associated with debt.
• Past Fund Raising Activities:
  • In the past twelve months, Gaodi Holdings completed two placements raising HK\$20 million and HK\$12.94 million, with proceeds used for food business expansion, marketing, corporate development, and general working capital.
  • Utilization rates for the December 2025 placement are at approximately 35% for all intended uses as of this announcement.
  • Funds from the September 2025 placement have been fully utilized as intended.

Important Information for Shareholders

• Potential Price Sensitivity:
  • The placement of shares at a premium to recent trading prices could be perceived as positive, indicating confidence in the company’s outlook and potentially supporting share price.
  • Shareholders should note that completion of the placement is subject to fulfillment of conditions. If the placement does not proceed, there may be volatility and uncertainty regarding the company’s capital base and financial position.
  • The use of funds for general working capital instead of targeted expansion may be scrutinized by investors looking for growth catalysts.
• Liquidity and Shareholder Base:
  • The placement may enhance liquidity and broaden the shareholder base, which could positively affect trading volumes and market perception.
• Risk Factors:
  • The Placing Agent has rights to terminate the agreement under adverse market or company-specific conditions, which could lead to uncertainty.
  • Shareholders and investors are advised to exercise caution when dealing in the shares until completion is confirmed.

Company Overview

Gaodi Holdings Limited is principally engaged in sales of food products and the provision of food and beverage services in the PRC. The company is listed on the Stock Exchange of Hong Kong (Stock Code: 1676).

Conclusion

The placing of new shares represents a strategic move by Gaodi Holdings to strengthen its financial position, meet ongoing operational needs, and potentially enhance the liquidity of its shares. The premium placement price and the expansion of the shareholder base are positive signals, although investors should remain cautious pending successful completion of the placement. The announcement is price sensitive and could impact share values both positively and negatively depending on market perception and successful execution.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell any securities. Investors should consult their financial advisors before making investment decisions. The completion of the share placement is subject to conditions and may or may not proceed. This report is based on publicly available information and may not reflect all material information. Gaodi Holdings Limited and the author accept no liability for any loss arising from reliance on this article.

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