Shanghai XNG Holdings Limited Announces Placing of New Shares Under General Mandate
Shanghai XNG Holdings Limited Announces Placing of New Shares Under General Mandate
Key Points Investors Must Know
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Placing of New Shares: On 16 February 2026, Shanghai XNG Holdings Limited (Stock Code: 3666) entered into a conditional placing agreement with China Zhong Heng Finance Group Limited to place up to 442,606,200 new shares at a placing price of HK\$0.028 per share.
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Share Capital Impact: The new shares represent approximately 16.7% of the existing issued share capital and 14.3% of the enlarged share capital after the placing.
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Premium Over Market Price: The placing price represents a 16.7% premium over the last closing price (HK\$0.024) and a 2.9% premium over the five-day average closing price (HK\$0.027).
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Gross and Net Proceeds: If fully placed, the company expects to raise HK\$12.4 million gross and HK\$12.1 million net after expenses, with all proceeds intended for general working capital.
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No Shareholder Approval Needed: As the placing is within the General Mandate granted at the 27 June 2025 AGM, no further shareholder approval is required.
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Best Effort Basis: The placing will be conducted on a best effort basis to not fewer than six independent Placees, ensuring that no Placee becomes a substantial shareholder as a result.
Details of the Placing Agreement
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Issuer: Shanghai XNG Holdings Limited
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Placing Agent: China Zhong Heng Finance Group Limited, an independent third party licensed for Type 1, 4, and 9 regulated activities under the SFO.
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Commission: The Placing Agent will receive a commission of 2.0% of the aggregate placing price for shares successfully placed.
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Ranking: The new shares will rank pari passu with the existing shares upon issue.
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Conditions Precedent: The placing is subject to:
- Approval for listing and dealing in the Placing Shares by the Stock Exchange.
- All necessary consents and approvals being obtained by both parties.
- No termination of the agreement before completion.
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Completion: Is expected within three business days after all conditions are met.
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Termination Clauses: The Placing Agent may terminate if material adverse changes occur, such as significant legal, regulatory, economic, or market changes, or breaches of representations and warranties.
Shareholding Structure Before and After Placing
| Shareholder |
Shares Before Placing |
% Before |
Shares After Placing |
% After |
| Mr. Gu Dorson |
221,257,550 |
8.3% |
221,257,550 |
7.1% |
Ms. Wang Huili
(incl. Fast Thinker Limited) |
138,410,625 |
5.2% |
138,410,625 |
4.5% |
| The Placees |
– |
– |
442,606,200 |
14.3% |
| Other Public Shareholders |
2,295,968,825 |
86.5% |
2,295,968,825 |
74.1% |
| Total |
2,655,637,000 |
100.0% |
3,098,243,200 |
100.0% |
Key Information for Shareholders
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Potential Share Price Impact: The placing price at a premium to recent market prices could be seen as positive, demonstrating investor confidence and potentially supporting the share price.
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Dilution: The issue will dilute existing shareholders by up to 14.3% post-placement.
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Increased Liquidity: Enlarged shareholder base may improve liquidity of the shares.
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Use of Proceeds: All funds raised will be used for general working capital, which could strengthen the company’s financial position and support ongoing business operations.
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No Substantial New Shareholder: It is expected that none of the Placees will become a substantial shareholder. If this changes, the company will announce accordingly.
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Risk of Non-Completion: The placing is subject to conditions and may not proceed if these are not met or if the Placing Agent terminates the agreement due to adverse developments.
Recent Fundraising Activities
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The company previously raised HK\$8.7 million through a share placement in May 2025 for general working capital, which has been fully utilized as intended.
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No other equity fundraising activities were conducted in the past 12 months.
Reasons for the Placing
The Directors believe the placing offers an opportunity to:
- Raise additional funds to strengthen the financial position of the group.
- Enlarge the shareholder base, enhancing share liquidity.
- Provide flexibility to meet any financial obligations and support ongoing operations, especially in the competitive restaurant sector in Mainland China and Hong Kong.
The terms of the placing, including the placing price and agent commission, are considered fair, reasonable, and in the interests of the Company and shareholders as a whole.
Important Note for Investors
The placing is subject to fulfillment of several key conditions and may or may not proceed. Investors should exercise caution when trading the shares until completion is confirmed.
Disclaimer
This article is for informational purposes only and does not constitute investment advice. Shareholders and potential investors should exercise caution and consult their own professional advisers before making any investment decisions. The placing described above is subject to conditions and may not proceed as planned.
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