South Manganese Investment Limited (South Manganese) signed a placing agreement with Prudential Brokerage Limited on 18 August 2026 to issue up to 987.40 million new shares under its existing general mandate.
Key transaction terms • Placing size: up to 987.40 million new shares, equal to 20% of the current issued share capital and 16.67% of the enlarged share base. • Placing price: HK$0.314 per share, reflecting an 18.44% discount to the 18 August closing price of HK$0.385 and a 19.90% discount to the five-day average of HK$0.392. • Gross proceeds: approximately HK$310.04 million; net proceeds after 2% placing commission and related expenses: about HK$303.53 million, implying a net issue price of HK$0.3074 per share. • Listing: Application to list the new shares on the Hong Kong Stock Exchange is pending regulatory approval. Completion is targeted for no later than 8 September 2026, subject to customary conditions.
Use of proceeds • 95% (c.HK$288.35 million) earmarked for repayment of existing bank and other borrowings, including three fixed-rate loans totalling RMB270.0 million (c.HK$310.5 million) maturing in September 2026. • 5% (c.HK$15.18 million) allocated to general working capital.
Rationale Management cites the need to meet imminent debt maturities, lower finance costs and strengthen liquidity without incurring additional interest burden. The board considers the placing terms fair and beneficial to shareholders.
Impact on shareholding Post-placement, total shares in issue will rise from 4.94 billion to 5.92 billion. The prospective placee(s) will hold 16.67% of the enlarged capital. Major holders’ stakes will be diluted as follows: • Youfu Investment: from 20.14% to 16.78% • Honor Aim: from 16.67% to 13.89% • Guinan Dameng International Resources: from 15.52% to 12.94% • Juhe Investment: from 13.89% to 11.57% Public float excluding placee(s) declines from 33.78% to 28.15%.
Other terms The placing may be terminated by either party under specified adverse conditions. No equity fundraising has been conducted by South Manganese in the past 12 months.