Asia Strategy Digit Technology Holdings Limited Announces Placing of New Shares Under General Mandate

Key Highlights

• Asia Strategy Digit Technology Holdings Limited (Stock Code: 1027) has entered into a conditional placing agreement to issue up to 5,000,000 new shares at a placing price of HK\$1.80 per share.
• The placing will be conducted through Suncorp Securities Limited as the Placing Agent, on a best effort basis.
• The placing shares represent 1.21% of the existing issued share capital and approximately 1.20% of the enlarged share capital upon completion.
• The placing price reflects a significant discount of approximately 18.2% to the closing price of HK\$2.20 per share as of the agreement date, and a 17.8% discount to the five-day average price of HK\$2.19 per share.
• Gross proceeds from the placing are expected to be about HK\$9.0 million, with net proceeds (after expenses) of approximately HK\$8.7 million. The net placing price per share will be approximately HK\$1.74.
• The placing is subject to conditions, including the approval from the Stock Exchange’s Listing Committee for the listing of, and permission to deal in, the new shares.
• No additional shareholder approval is required as the shares will be issued under the General Mandate granted at the 2025 AGM.

Detailed Placing Terms

The placing commission payable to Suncorp Securities Limited will be the lower of a fixed fee of HK\$300,000 or 3.5% of the aggregate placing price. The commission was determined after arm’s length negotiations and is deemed fair and reasonable by the Board.

The Placing Agent will place the shares to not fewer than six placees, all of whom (and their beneficial owners) will be independent third parties, ensuring broadening of the shareholder base.

The new shares, when allotted and issued, will rank pari passu in all respects with the Company’s existing shares.

Conditions and Risks

• Completion of the placing is conditional upon the Stock Exchange granting listing approval for the new shares. If the condition is not met by 23 March 2026 (or a later agreed date), the placing will not proceed.
• The Placing Agent may rescind the agreement under several circumstances, including material changes in financial, political, or economic conditions, new laws or regulations, adverse changes to the Group’s business, material breaches by the Company, or trading moratoriums.
• Shareholders and potential investors are specifically cautioned that the placing may or may not proceed, and are advised to exercise caution when dealing in the Company’s securities.

Use of Proceeds

The net proceeds of approximately HK\$8.7 million will be allocated as follows:

• Approximately HK\$3.7 million for the development of new business initiatives
• Approximately HK\$5.0 million for general working capital purposes

The Directors believe that the placing will strengthen the financial position of the Group, provide operational funding, and broaden the shareholder base, all of which are in the interests of the Company and its shareholders.

Shareholding Structure Impact

Potential Price Sensitive Information

• The placing price is at a notable discount to the recent market price, which may impact the trading price in the short term.
• The shareholding dilution is moderate but will introduce new professional and institutional investors, potentially increasing liquidity.
• The Placing will strengthen the financial position of the Company and support expansion into new business areas, which may positively influence future valuation.
• The transaction is not subject to further shareholder approval, which could expedite the timetable and reduce uncertainty.
• The Company confirms that there have been no other equity fund-raising activities in the past twelve months, which may be seen positively by shareholders concerned about dilution.

Disclaimer: The information presented above is based on the Company’s announcement dated 3 March 2026. This article is for informational purposes only and does not constitute investment advice. Investors should exercise caution and consult professional advisers before making any investment decisions. Completion of the placing is subject to various conditions and may or may not proceed.

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