Mary Chia Holdings Limited Announces S\$200,000 Share Subscription to Strengthen Capital Base

Key Highlights

• Proposed Subscription: Mary Chia Holdings Limited (“the Company”) has entered into a Subscription Agreement with Mr. Chua Chuan Seng for the issuance of 5,714,285 new ordinary shares at S\$0.035 per share, totaling S\$200,000 in consideration.
• Subscription Price: The issue price represents a discount of approximately 5.41% to the Company’s volume weighted average price (VWAP) of S\$0.0370 per share as of 6 February 2026, the date of the agreement.
• Enlarged Share Capital: The new shares will amount to approximately 1.71% of the enlarged share capital. After the subscription, Mr. Chua will hold a 1.94% stake in the enlarged share capital.
• Use of Proceeds: The estimated net proceeds of S\$190,000 (after S\$10,000 in expenses) will be used entirely for general working capital purposes, including professional fees, manpower costs, and administrative expenses.

Details of the Subscription

The Board announced that the Company has executed a Subscription Agreement with Mr. Chua Chuan Seng, a Singapore-based private investor with interests in the beauty, wellness, and lifestyle sectors. Mr. Chua is acquiring 5,714,285 new shares at S\$0.035 per share, resulting in a total investment of S\$200,000. This transaction is not underwritten, and no placement agent or introducer is involved, with the offer being made under the Section 272B exemption of the Securities and Futures Act, so no prospectus will be issued.

Investor Profile

• Name: Mr. Chua Chuan Seng
• Existing Shares Held: 768,200 shares (0.23% of current share capital)
• Shares After Subscription: 6,482,485 shares (1.94% of enlarged share capital)
• Relationship with Company: Mr. Chua has no existing business or personal relationship with the Company, its directors, or substantial shareholders, and will act strictly as a passive financial investor.

Impact and Financial Effects

• Net Tangible Loss (NTL) per Share:
  • Before Subscription: (3.11) Singapore cents
  • After Subscription: (3.00) Singapore cents
• Earnings Per Share (EPS):
  • Before Subscription: 0.18 Singapore cents
  • After Subscription: 0.18 Singapore cents
• Purpose of Proceeds: All net proceeds will be used for working capital, and pending deployment, may be placed in bank deposits or money market instruments.

Principal Terms and Conditions

• The Subscription Shares will be issued free from any claims, liens, or encumbrances and will rank pari passu with existing shares except for dividends or rights with a record date before completion.
• There is no moratorium imposed on the new shares.
• Completion of the subscription is subject to several conditions, including necessary approvals from the Board, Shareholders (if required), completion of KYC and anti-money laundering checks, receipt of SGX-ST in-principle approval for the listing, and all other relevant regulatory approvals.

Shareholder Information and Potential Price Sensitivity

• Authority: The new shares will be issued under the Share Issue Mandate approved at the latest AGM, with ample headroom for issuance.
• Control: The subscription will not lead to a change in control of the Company, as Mr. Chua’s post-transaction stake will remain below 2%.
• Listing Application: Application for the listing and quotation of the new shares on the Catalist board of SGX-ST will be made, and further announcements will be released upon receiving regulatory approval.
• Director and Substantial Shareholder Interests: None of the directors or substantial shareholders has any direct or indirect interest in the proposed subscription.
• Working Capital: The Directors confirm that even without the proceeds, the Company’s working capital is adequate, but the proceeds will further strengthen the capital base and liquidity buffer.

Risks and Cautionary Note

• The proposed subscription is subject to various conditions and regulatory approvals, and there is no certainty of completion.
• Shareholders and investors are advised to exercise caution when dealing in the Company’s shares, as the outcome or any changes to the terms may affect the share value.

Documentation and Further Announcements

• A copy of the Subscription Agreement is available for inspection at the Company’s registered office for three months from the date of announcement.
• The Company will provide updates via SGX announcements as material developments occur.

Conclusion

This proposed share subscription is a strategic move to bolster the Company’s working capital and financial position without diluting control or involving related parties. The transaction’s successful completion, subject to regulatory and shareholder approvals, is potentially positive for liquidity and may be price sensitive as it involves new capital raising at a discount to market price. Shareholders should monitor further announcements and exercise caution in trading.

Disclaimer: This article is for informational purposes only. It does not constitute investment advice or an offer to buy or sell securities. Investors should conduct their own due diligence and consult professional advisers before making any investment decisions. The completion of the proposed share subscription is subject to various conditions and regulatory approvals, and there can be no assurance that it will proceed as planned. The Company and the author accept no responsibility for any loss arising from reliance on the information provided above.

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