BWI INT'L (02339) announced that on November 13, 2025, the company entered into a legally binding conditional letter of intent with subscriber D, Ms. Yao Lianfang, for the subscription of 60 million new shares. The execution and completion of the proposed transaction under the letter are subject to, among other conditions, the signing of a formal agreement within 180 days (unless extended) from the date of the letter. Otherwise, the letter will automatically terminate. On November 16, 2025, the company and subscriber D finalized the arrangement by entering into Subscription Agreement D.
On the same day, the company entered into Subscription Agreement A with subscriber A, BWI Industrial (Hong Kong) Limited, under which the company conditionally agreed to allot and issue approximately 237 million related subscription shares at HK$0.704 per share, totaling HK$167 million. Additionally, Subscription Agreement B was signed with subscriber B, Mr. Liu Xihe, for the allotment and issuance of approximately 64.6131 million related subscription shares at HK$0.704 per share, totaling HK$45.4877 million. Assuming no changes in the total issued shares (excluding the issuance of related subscription shares and subscription shares) from the announcement date to completion, the related subscription shares would represent approximately 35.00% of the total issued shares as of the announcement date and about 23.33% post-completion.
Furthermore, the company entered into Subscription Agreement C with subscriber C, Ms. Xu Anpan, for the allotment and issuance of approximately 64.6131 million subscription shares at HK$0.704 per share, totaling HK$45.4877 million. Subscription Agreement D was also executed with subscriber D for the same terms. Assuming no changes in the total issued shares, the subscription shares would account for approximately 15.00% of the total issued shares as of the announcement date and about 10.00% post-completion.
On November 16, 2025, the company and subscriber A entered into a convertible bond subscription agreement, under which the company conditionally agreed to issue, and subscriber A conditionally agreed to subscribe for, convertible bonds with a principal amount of approximately HK$409 million. Based on an initial conversion price of HK$0.704 per share, full exercise of the conversion rights would result in the allotment and issuance of approximately 581.5 million conversion shares, representing: (a) about 67.50% of the total issued shares as of the announcement date; (b) approximately 40.30% of the enlarged issued share capital assuming no other changes; and (c) around 31.03% of the enlarged issued share capital including the issuance of conversion shares, related subscription shares, and subscription shares.
As of the announcement date, subscriber A, the company’s controlling shareholder, held approximately 532 million shares, representing 61.75% of the total issued shares, while subscriber B is an executive director.
The group’s need for additional financial resources stems from strategic fragmentation and robust growth in the automotive market. Directors anticipate that the transition from internal combustion engines to pure electric vehicles will not be linear, with diverse demand for components across ICE, hybrid, and EV segments driving operational complexity and costs. This trend necessitates significant parallel investments, increasing R&D needs, enhancing production line flexibility, and expanding capacity. Market dynamics also pressure working capital to support more complex raw material and component inventories. Retaining talent globally is critical.
The proposed related subscriptions, subscriptions, and convertible bond issuance are deemed the most suitable means to raise capital, offering feasibility and lower costs compared to traditional bank loans, especially as the convertible bonds carry no interest. Total gross proceeds are estimated at approximately HK$713 million, with net proceeds of around HK$710 million after fees and expenses.
Net proceeds will be allocated as follows: 40% for new and upgraded production lines at the group’s Poland facility; 30% for working capital (including raw material procurement and operational expenses) in Poland; 25% for working capital at technical centers in Poland, Italy, and France (covering engineer salaries and prototype costs); and 5% for working capital at the Hong Kong headquarters (including salaries, rent, and professional fees).
The company has applied to the stock exchange for the resumption of share trading effective November 17, 2025, at 9:00 AM.