WellCell Holdings Co., Limited has agreed a two-step equity transaction comprising (1) a placing of up to 796 million existing shares held by major shareholder Hang Feng International Holdings and (2) a matching top-up subscription for the same number of new shares, both priced at HK$0.24 each.

The placing, arranged on a best-efforts basis by Beta International Securities, represents 19.9% of WellCell’s 4.00 billion issued shares. The offer price stands at a 7.69% discount to the 13 July close of HK$0.26 and a 17.24% discount to the preceding five-day average of HK$0.29. Completion is scheduled within three business days of signing.

Upon full placement and subsequent subscription, WellCell will issue 796 million new shares under its existing general mandate, expanding total share capital to about 4.80 billion shares. Hang Feng’s stake will dilute from 29.90% to 24.94%, newly introduced placees will hold 16.60%, and other public shareholders will own 56.63%.

The transaction is expected to generate gross proceeds of HK$191.04 million and net proceeds of approximately HK$187.96 million, equating to HK$0.2361 per new share after fees. Planned deployment over the next 24 months is as follows: • 34.58% (HK$65.00 million) for R&D of the NovaxAI heterogeneous computing-power scheduling platform and related technologies. • 32.99% (HK$62.00 million) as prepayments for upstream computing-power leasing and third-party model procurement. • 26.07% (HK$49.00 million) to establish a self-owned computing-power pool, including hardware procurement and ongoing operations and maintenance. • 6.36% (HK$11.96 million) for general operating and administrative expenses.

The top-up subscription is conditional on the placing’s completion and Stock Exchange approval, with a targeted completion within 14 days of the 13 July agreement. Failure to meet this deadline would reclassify the subscription as a connected transaction under Chapter 14A of the Listing Rules.

WellCell notes that the fresh capital will fund its AI-focused growth strategy, strengthen its balance sheet, and diversify its shareholder base. The company has not undertaken any other equity fund-raising in the past 12 months. Investors are cautioned that the placing and subscription may or may not proceed.