Welife Technology Limited Announces Placing of New Shares Under General Mandate

Key Highlights and Details for Investors

Date of Announcement: 13 March 2026
Company: Welife Technology Limited (Stock Code: 1703)
Placing Agent: Advent Securities (Hong Kong) Limited

Summary of the Placing

• Number of New Shares: Up to 230,000,000 new shares to be placed with not less than six independent investors.
• Placing Price: HK\$0.064 per share, representing a discount of approximately 12.3% to the closing price on the agreement date (HK\$0.073), and a 20.0% discount to the average closing price of the last five trading days (HK\$0.080).
• Placing Structure: The new shares represent 20% of the existing issued share capital (1,150,000,000 shares) and about 16.67% of the enlarged share capital (1,380,000,000 shares) immediately after the placing.
• Placing Commission: The Placing Agent will receive a 7.0% commission on the gross proceeds.
• Gross Proceeds: Maximum of approximately HK\$14.6 million. Net proceeds (after fees and commission) are expected to be about HK\$13.6 million.
• Net Price per Share: Approximately HK\$0.059.
• Use of Proceeds: Net proceeds will be used for general working capital of the Group.

Shareholding Structure Impact

Important Information for Shareholders

• No Shareholder Approval Required: The shares will be issued under the General Mandate approved at the last AGM, so no further shareholder approval is necessary.
• Conditionality: The placing is subject to the Listing Committee’s approval for the listing of the new shares and other customary conditions. If these are not met by the Long Stop Date (3 April 2026), the placing will not proceed.
• Termination Clauses: The Placing Agent may terminate the agreement under specific adverse circumstances, including material market changes, breaches by the Company, or if previous announcements are found to be materially untrue.
• Potential Dilution: The placing will dilute the holdings of existing shareholders, as the new shares represent 16.67% of the enlarged share capital.
• Intended Use of Funds: The new capital is earmarked for general working capital to strengthen the Group’s financial resources and support future business development.
• Rationale: The Board sees the placing as a valuable opportunity to improve the financial position, broaden the shareholder base, and support ongoing business operations.
• No Recent Fundraising: The Company has not conducted any other fundraising activities in the 12 months prior to this announcement.

Potential Price-Sensitive Factors

• Discounted Placing Price: The significant discount to current and recent share prices may impact the trading price upon completion.
• Substantial Increase in Share Capital: The issue of 230,000,000 new shares represents a material increase (20%) in the issued share capital, which could affect supply/demand dynamics in the market.
• Shareholder Dilution: Existing shareholders’ percentage ownership will be diluted, which is often viewed negatively by the market unless offset by clear value creation.
• Financial Strengthening: The injection of new funds may be seen positively if it helps the Company pursue growth or stabilize operations.
• Conditional Nature: The placing may or may not proceed, introducing uncertainty until all conditions are fulfilled.

Conclusion

The announcement of a discounted placing of new shares by Welife Technology Limited is a significant event that could impact the Company’s share price and investor sentiment. The placing will dilute existing holdings but is positioned by the Board as necessary to strengthen the Group’s financial position and support ongoing operations. Investors should closely monitor the fulfillment of conditions and any further announcements regarding the completion of the placing.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research or consult with a licensed financial advisor before making investment decisions. The placing described above may or may not proceed, and market conditions may change. Neither the author nor the publisher accepts any liability for investment decisions made based on this article.

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