Ciprun Technology Holdings Announces Placing of New Shares Under General Mandate

Key Developments Investors Must Know

• Placing of up to 40,000,000 new shares at HK\$0.26 per share under the General Mandate granted at the latest AGM.
• Placing price represents a significant discount of approximately 18.75% to the last closing price of HK\$0.320 per share and 19.25% to the five-day average closing price of HK\$0.322 per share.
• Potential dilution effect: New shares represent approximately 0.75% of the current issued share capital and about 0.74% post-placing.
• Gross proceeds: Estimated at HK\$10.4 million, with net proceeds (after fees and expenses) of approximately HK\$10.2 million.
• Use of proceeds: Entire net proceeds will be allocated to general working capital, including headquarters expenses, professional fees, and staff salaries, expected to be fully utilized by end of December 2026.
• Impact on substantial shareholders: No placee will become a substantial shareholder. The largest shareholders’ stakes will decrease slightly due to dilution.
• Placing is not subject to shareholder approval as it falls within the General Mandate.
• Placing Agent: Grand Moore Capital Limited will earn a 1.0% commission on the aggregate placing amount.
• Completion and Termination: Placing is conditional on Stock Exchange approval for listing the new shares. The agreement can be terminated by the Placing Agent before completion if adverse events occur, including material changes in financial markets or breaches by the Company.

Detailed Analysis for Investors

Ciprun Technology Holdings Company Limited has announced a new share placing arrangement, entering into an agreement with Grand Moore Capital Limited to place up to 40,000,000 new shares at HK\$0.26 per share. The placing is expected to be made to at least six independent investors, ensuring that no new substantial shareholder emerges from this exercise.

Placing Terms and Financial Impact

• The placing price of HK\$0.26 per share is set at a notable discount to recent market prices, which may be attractive to institutional and professional investors but could exert short-term downside pressure on the existing share price.
• If fully placed, the new shares will account for 0.74% of the enlarged share capital, resulting in a mild dilution for existing shareholders.
• The aggregate nominal value of the new shares will be HK\$4,000,000.

Use of Proceeds and Strategic Rationale

• The Company aims to use the approximately HK\$10.2 million net proceeds exclusively for the Group’s general working capital, covering ongoing development and operational expenses. This includes headquarters costs, professional services, and payroll, with full deployment anticipated by December 2026.
• Management believes this placing provides a timely opportunity to strengthen its financial position, broaden the shareholder base, and enhance share liquidity. Importantly, it allows the Company to raise funds without incurring debt and associated interest costs.

Conditions and Risks

• The placing’s completion is contingent on the Stock Exchange granting listing approval for the new shares.
• The Placing Agreement includes provisions allowing the Placing Agent to terminate the deal under certain adverse conditions, such as changes in market conditions, regulatory environment, or Company’s financial position. If terminated, neither party will have claims against the other except for prior breaches.

Shareholding Structure Changes

The dilution effect is minor, but shareholders should note that the placing will slightly reduce the stakes of major shareholders and may affect voting power on future resolutions.

Recent Fundraising Activity

In the past 12 months, the only other equity fundraising activity was the issuance of 120,533,400 initial consideration shares under a specific mandate for a major transaction completed on 9 October 2025, raising HK\$120.5 million for the transaction settlement.

Implications for Shareholders

• This placing is price sensitive as the share issue at a discount could create downward pressure on the market price in the short term.
• However, the capital raised will be used for working capital, avoiding further debt and interest expenses, and may position the Company for greater financial flexibility and operational growth.
• Shareholders and potential investors are advised to exercise caution, as the placing may or may not proceed depending on market conditions and regulatory approvals.

Key Dates

• Placing Agreement signed: 13 March 2026
• Last Trading Day for price reference: 13 March 2026
• Long Stop Date for completion: 30 April 2026
• Expected full utilization of proceeds: by end of December 2026

Disclaimer: This article is intended for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisors before making any investment decisions. Share prices may be affected by the outcome of this placing and other market conditions. The placing is subject to conditions and may not proceed as planned. The Company and the author accept no liability for reliance on the information presented above.

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