Simplicity Holding Limited disclosed on 8 October 2026 that it has signed a placing agreement with Sunhigh Financial Holdings Limited to issue up to 19.32 million new shares at HK$0.158 each, representing a discount of 18.56% to the 8 October closing price and 19.88% to the preceding five-day average.

The proposed allotment equals 19.99% of the company’s existing 96.65 million shares and will enlarge the issued share capital to 115.97 million shares, diluting existing holders to 83.34% from 100%. No placee will become a substantial shareholder upon completion.

Gross proceeds are estimated at HK$3.05 million; after deducting placement expenses of about HK$0.03 million and a 1.0% placing commission, net proceeds are expected to be approximately HK$3.02 million, earmarked for general working capital. The implied net price is roughly HK$0.156 per new share.

The shares will be issued under the general mandate approved on 9 September 2026, which authorises up to 19.33 million new shares; no shares have yet been issued under that mandate. Listing approval from the Hong Kong Stock Exchange’s GEM board is the sole condition precedent, with completion targeted for the third business day after approval and no later than 28 October 2026.

Termination rights allow the placing agent to withdraw for reasons including material adverse market or company events, regulatory changes, or prolonged trading suspensions.

This is Simplicity’s second equity raise in twelve months. On 28 July 2026, the company completed a placement of 13.80 million shares at HK$0.151, leaving HK$0.54 million of those proceeds unutilised as of 8 October 2026.