VCPlus Limited Announces Major Share Subscription: Potential Impact on Financial Position and Shareholder Value

Key Highlights

• Proposed Subscription of 350,000,000 New Shares: VCPlus Limited has entered into a Subscription Agreement with Ms Zhao YiQing for the issuance of 350,000,000 new ordinary shares at S\$0.0034 per share, raising a total consideration of S\$1,190,000.
• Premium Pricing: The issue price represents a 13.3% premium over the volume weighted average price (VWAP) of S\$0.003 per share for the last full trading day prior to the agreement.
• Significant Shareholding Changes: Upon completion, Ms Zhao YiQing’s shareholding will increase from 2.12% to 7.81% of the enlarged share capital, making her a more substantial shareholder.
• No Change in Control: The transaction will not result in any transfer of controlling interest in the company.
• Proceeds Utilisation: Net proceeds of approximately S\$1.18 million will be used equally for the company’s AI Digital Marketing business (50%) and for working capital (50%).
• Potential Financial Improvements: The transaction will turn the Group’s net tangible assets (NTA) per share from negative to positive and marginally reduce loss per share.
• Completion Conditions: The deal is subject to several regulatory and shareholder mandate conditions, with an expected completion after SGX-ST’s listing and quotation notice (LQN) is received.

Details of the Proposed Subscription

The Board of VCPlus Limited announced that on 14 April 2026, the company signed a subscription agreement with private investor Ms Zhao YiQing. She will subscribe for 350,000,000 new shares at S\$0.0034 per share, representing a 13.3% premium to the last trading day VWAP. The transaction will raise S\$1,190,000 in new capital for the company, of which S\$10,000 is estimated for expenses, resulting in net proceeds of S\$1,180,000.

The subscription is not underwritten and will be conducted under the exemption provided by Section 272B of the Securities and Futures Act, so no prospectus or offer document will be issued. No placement agent or introducer fees are involved.

Share Capital and Dilution Effects

The new shares to be issued represent approximately 6.17% of the company’s existing share capital and will amount to 5.81% of the enlarged capital following the transaction. The shares will rank pari passu with existing shares, except they will not be entitled to dividends or distributions declared prior to their issue.

Importantly, these shares will not be placed to directors, substantial shareholders, or restricted persons unless otherwise agreed by SGX-ST, ensuring compliance with Catalist Rules and avoiding conflicts of interest.

The subscription will be made under the existing general mandate approved by shareholders at the 2025 AGM, which allows for the issuance of shares up to 50% of existing capital on a non-pro-rata basis. After accounting for a previous issuance, there is sufficient headroom under the mandate for this subscription.

Regulatory Approvals and Completion Conditions

Completion is conditional upon:

• The general mandate remaining in force and unamended.
• Obtaining the listing and quotation notice (LQN) from SGX-ST for the new shares.
• The SFA exemption remaining applicable.
• No regulatory prohibitions arising.
• All warranties and undertakings remaining true and correct at completion.

The anticipated completion date is seven business days after the LQN is issued, unless extended by mutual agreement.

Profile of the Subscriber

Ms Zhao YiQing is a seasoned private investor with a master’s degree from Birmingham City University, UK. She has executive experience, including serving as Executive Director at Hong Kong Ruihe Digital Technology Holdings Limited and as Executive Vice President of the Shenzhen Youth Chamber of Commerce. She is not an interested person under SGX Catalist Rules and is acting as principal in this transaction. She currently holds 120,000,000 shares (2.12%) and will hold 470,000,000 shares (7.81%) post-transaction.

Use of Proceeds

Pending deployment, proceeds may be placed in banks, money market instruments, or marketable securities. VCPlus will make periodic announcements on the use of funds and disclose details in its financial statements and annual reports.

Financial Effects

• Share Capital: Increases from S\$101.63 million to S\$102.81 million; shares in issue from 5,670,582,101 to 6,020,582,101.
• Net Tangible Assets (NTA): Turns positive—from -S\$123,000 (-0.002169 cents/share) to S\$1,057,000 (0.017556 cents/share).
• Loss Per Share: Marginally improves from -0.044228 cents to -0.041657 cents per share.

Impact on Shareholders and Share Price Sensitivity

• This transaction is price sensitive as it significantly improves the company’s balance sheet, turning NTA per share positive.
• It brings in a strategic investor with relevant experience in digital technology and investment, potentially enhancing the company’s business profile and credibility.
• The use of proceeds to fund the AI Digital Marketing business may signal a strategic pivot or strengthening of this business segment, which could drive future growth and investor interest.
• The dilution for existing shareholders is modest (from 2.12% to 7.81% for the new investor, with other major shareholders retaining substantial interests), and there is no change in control.
• The company highlights that it has sufficient working capital for present requirements even before the subscription, but the new funds will further reinforce its financial health.

Directors’ Confirmation and Interests

The board confirms, having reviewed the company’s resources and facilities, that VCPlus has sufficient working capital to meet its requirements, and none of the directors or substantial shareholders have any direct or indirect interest in the transaction except in their capacity as such.

A breakdown of post-transaction shareholdings shows that the largest shareholder, Tang Zhengming, will retain a 26.63% stake, and other substantial shareholders’ holdings are only slightly diluted.

Documents and Cautionary Statement

A copy of the Subscription Agreement is available for inspection at the company’s registered office for three months from the announcement date.

The directors accept responsibility for the accuracy of all information disclosed. Shareholders and potential investors are strongly advised to trade with caution as completion of the subscription remains subject to regulatory and closing conditions.

Disclaimer

This article is provided for information purposes only and does not constitute investment advice or a recommendation. Investors should consult their own professional advisors before making any investment decisions. The information herein is based on company announcements and is subject to change. There is no guarantee that the proposed subscription will be completed as described.

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