ARTA TECHFIN CORPORATION LIMITED Announces Placing of New Shares Under General Mandate

Key Highlights of the Announcement

• Placing of up to 123,000,000 new shares at HK\$0.490 per share through KGI Asia Limited as the Placing Agent.
• Placing Price represents a significant discount of approximately 18.3% to the latest closing price (HK\$0.600) and 15.2% to the five-day average price (HK\$0.578).
• Gross proceeds expected to reach HK\$60.3 million; net proceeds estimated at HK\$59.8 million after expenses, with a net price per share of approximately HK\$0.486.
• The Placing Shares represent approximately 9.67% of the current share capital and 8.81% of the enlarged share capital immediately upon completion.
• Placing is conducted under the General Mandate; no additional shareholder approval is required.
• Proceeds to be used for loan repayment, business expansion, system upgrades, and working capital.

Details of the Placing Agreement

• The Placing Agent, KGI Asia Limited, will procure not less than six independent placees on a best effort basis.
• None of the placees will become a substantial shareholder as defined by Hong Kong Listing Rules.
• The Placing Shares will rank pari passu with existing shares and will be free from any encumbrances or third-party rights.
• The placing commission is set at 0.8% of the aggregate placing price of the Placing Shares successfully placed.
• Completion is subject to several conditions precedent, including receiving listing approval from the Stock Exchange and the absence of any material adverse changes, breaches, or significant litigation.
• Placing Agreement may be terminated under certain adverse circumstances, such as major market changes, breaches, or suspension of trading for more than five business days.

Use of Proceeds

The Company intends to allocate the net proceeds of approximately HK\$59.8 million as follows:

• 50.2% (approx. HK\$30.0 million): Repayment of shareholder’s loan and associated costs.
• 26.8% (approx. HK\$16.0 million): Strategic investment and continuous business development, including strengthening regulatory capital, obtaining additional licenses, and expanding into high-growth sectors.
• 13.4% (approx. HK\$8.0 million): Enhancement of existing businesses, including IT infrastructure and system upgrades, and forming technology/ecosystem partnerships.
• 9.6% (approx. HK\$5.8 million): General working capital and corporate purposes.

Impact on Shareholding Structure

Note: Radiant Alliance Limited and Perfect Path Global Limited are both deemed to be interests of Dr. Cheng Chi-Kong, Adrian, the Company’s Non-executive Director and Chairman.

Recent and Ongoing Fundraising Activities

In the past twelve months, ARTA TECHFIN completed another share placing on 18 September 2025, raising net proceeds of approximately HK\$130.7 million. As of the date of this announcement, about HK\$107.8 million has been utilized, primarily for loan repayment, business development, strategic acquisitions, and working capital. The Company expects to utilize the remaining proceeds by September 2026.

Potential Price-Sensitive Information for Shareholders

• The placing price is at a notable discount to the recent market price, which may exert short-term downward pressure on the share price.
• The dilution effect—the issuance of 123,000,000 new shares will dilute existing shareholders by approximately 8.81% post-completion.
• Repayment of interest-bearing shareholder loan with part of the proceeds may improve the Company’s financial position and reduce interest expenses.
• Strengthening of capital base and funds for business expansion and technology upgrades may enhance long-term competitiveness and profitability.
• No approval from shareholders is required, as the placing is under the General Mandate.
• The completion of the placing is not guaranteed—it is subject to fulfillment of several conditions, and the arrangement may be terminated under adverse circumstances.

Summary and Investor Takeaways

ARTA TECHFIN’s new share placing represents a significant capital market transaction, with potential implications for the Company’s financial structure and share price. While the placing will result in share dilution and is priced at a discount, the intended use of proceeds for loan repayment, business growth, and technology enhancements may strengthen the Company’s long-term outlook. Investors should monitor developments closely, especially regarding completion of the placing and utilization of funds.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Shareholders and potential investors should exercise caution and consult with their financial advisors before making any investment decisions. The placing may or may not proceed depending on the fulfillment of certain conditions, and the Company expressly disclaims any liability for decisions made based on this information.

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