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ETS Group Limited Share Issue/Capital Change 2026
51226_rns_2026-06-01_a2520438-1827-45c5-bbf3-f846f267aeac.pdf
Share Issue/Capital Change
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
ETS GROUP LIMITED
易通訊集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8031)
PLACING OF NEW SHARES UNDER GENERAL MANDATE
Placing Agent
On 1 June 2026 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Company appointed the Placing Agent to place, on a best-effort basis and subject to the fulfillment of the condition precedent to the Placing, a maximum of 59,120,000 Placing Shares to not less than six independent Places at a price of HK$0.298 per Placing Share.
The Placing Price of HK$0.298 per Placing Share represents: (i) a discount of approximately 3.87% to the closing price of HK$0.310 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 15.10% to the average closing price of HK$0.351 per Share as quoted on the Stock Exchange for the last five trading days of the Shares immediately prior to the date of the Placing Agreement.
Assuming the Placing Shares are fully placed, the maximum number of 59,120,000 Placing Shares represents approximately 20.00% of the issued share capital of the Company of 295,625,000 Shares as at the date of this announcement, and approximately 16.67% of the issued share capital of the Company as enlarged by the issue of the maximum number of 59,120,000 Placing Shares.
Assuming the Placing Shares are fully placed, the gross and net proceeds from the Placing will be HK$17,617,760 and approximately HK$17,140,000, respectively. The Company intends to apply approximately 40% of the net proceeds, in the approximate amount of HK$6,850,000, towards upgrade of system infrastructure and software development, approximately 40% of the net proceeds, in the approximate amount of HK$6,850,000 towards development of new business on jewellery, precious metals and luxury goods and the remaining 20% of the net proceeds for general working capital of the Group.
The Placing is not subject to the Shareholders’ approval as the Placing Shares will be issued pursuant to the General Mandate.
Shareholders and potential investors of the Shares should note that the completion of the Placing is subject to the fulfillment of the conditions precedent as set out in the Placing Agreement and the Placing may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
THE PLACING
Date
1 June 2026 (after trading hours)
Parties
Issuer: the Company
Placing Agent: Grand Moore Capital Limited
To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are Independent Third Parties as at the date of this announcement.
Places
It is intended that the Placing Shares will be placed to not less than six Places, being individuals, corporate, institutional investors or other investors, who and whose ultimate beneficial owners are Independent Third Parties.
It is expected that none of the Places nor their associates will become a substantial shareholder of the Company as a result of the Placing.
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Number of Placing Shares
The Company appointed the Placing Agent to place, on a best-effort basis and subject to the fulfillment of the condition precedent to the Placing, a maximum of 59,120,000 Placing Shares. Assuming the Placing Shares are fully placed, the maximum number of 59,120,000 Placing Shares represents approximately 20.00% of the issued share capital of the Company of 295,625,000 Shares as at the date of this announcement, and approximately 16.67% of the issued share capital of the Company as enlarged by the issue of the maximum number of 59,120,000 Placing Shares. The aggregate nominal value of the maximum number of Placing Shares is HK$591,200.
Placing Price
The Placing Price of HK$0.298 per Placing Share was agreed after arm’s length negotiations between the Company and the Placing Agent with reference to the recent trading price of the Shares.
The Placing Price of HK$0.298 per Placing Share represents: (i) a discount of approximately 3.87% to the closing price of HK$0.310 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and (ii) a discount of approximately 15.10% to the average closing price of HK$0.351 per Share as quoted on the Stock Exchange for the last five trading days of the Shares immediately prior to the date of the Placing Agreement.
Placing Commission
The Company shall pay to the Placing Agent the placing commission of 1.25% of the aggregate Placing Price of the total number of the Placing Shares actually placed on behalf of the Company by the Placing Agent in pursuance of its obligations under the Placing Agreement.
Condition of the Placing
Completion of the Placing is conditional upon the Stock Exchange granting or agreeing to grant listing of and permission to deal in the Placing Shares.
If the above condition is not satisfied on or before the Long Stop Date, the Placing will lapse and all rights, obligations and liabilities of the Placing Agent and the Company in relation to the Placing shall cease and terminate and neither party shall have any claim against the other in respect of the Placing save for any antecedent breach and/or any rights or obligations which may accrue under the Placing Agreement prior to such termination. The condition to the Placing could not be waived by any party to the Placing Agreement.
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Completion of the Placing
Completion of the Placing shall take place within five business days after the fulfillment of the condition of the Placing (or such other date as the Company and the Placing Agent may agree).
Rescission of the Placing Agreement
If any of the following events occur at any time prior to 10:00 a.m. on the Completion Date, the Placing Agent may (after such consultation with the Company and/or its advisers as the circumstances shall admit or be necessary), by giving a written notice to the Company, at any time prior to the Completion Date provided that such notice is received prior to 6:00 p.m. on the day immediately preceding the Completion Date, rescind the Placing Agreement without liability to the other party, and the Placing Agreement shall thereupon cease to have effect and none of the parties shall have any rights or claims by reason thereof save for any rights or obligations which may accrue under the Placing Agreement prior to such termination:
(i) in the reasonable opinion of the Placing Agent there shall have been since the date of the Placing Agreement such a change in national or international financial, political or economic conditions or taxation or exchange controls as would be likely to prejudice materially the consummation of the Placing; or
(ii) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any matter whatsoever which may adversely affect the business or the financial or trading position or prospects of the Group as a whole; or
(iii) any material breach of any of the representations and warranties set out in the Placing Agreement comes to the knowledge of the Placing Agent or any event occurs or any matter arises on or after the date of the Placing Agreement and prior to the Completion Date which if it had occurred or arisen before the date of the Placing Agreement would have rendered any of the representations and warranties contained in the Placing Agreement untrue or incorrect in any material respect or there has been a material breach by the Company of any other provision of the Placing Agreement; or
(iv) any moratorium, suspension or restriction on trading in shares or securities generally on the Stock Exchange due to exceptional financial circumstances; or
(v) there is any adverse change in the financial position of the Company which in the reasonable opinion of the Placing Agent is material in the context of the Placing.
Ranking of Placing Shares
The Placing Shares, when issued and fully paid, will rank pari passu among themselves and with Shares in issue at the time of issue and allotment of the Placing Shares.
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Application for listing
Application will be made to the Stock Exchange for approval for the listing of and permission to deal in the Placing Shares.
GENERAL MANDATE
The Placing is not subject to the Shareholders' approval as the Placing Shares will be issued under the General Mandate, which was granted to the Directors pursuant to an ordinary resolution passed by the Shareholders at the annual general meeting of the Company held on 9 May 2025. Pursuant to the General Mandate, the Company was authorized to issue and allot up to 59,125,000 Shares, representing 20% of the number of Shares in issue on the date of passing such resolution. As at the date of this announcement, the Company has not issued any Shares under the General Mandate. Accordingly, the General Mandate is sufficient for the allotment and issue of the Placing Shares.
REASONS FOR THE PLACING AND USE OF PROCEEDS
The Group is continuously engaged in the business of providing comprehensive multi-media contact centre services and contact centre system solutions in Hong Kong. The principal activities of the Group include provisions of outsourcing inbound contact centre service, staff insourcing service, contact centre facilities management service, sales of software and systems to corporate clients in Hong Kong.
Assuming the Placing Shares are fully placed, the gross and net proceeds from the Placing will be HK$17,617,760 and approximately HK$17,140,000, respectively.
The Board considers that the Placing will strengthen the Group's financial position and provide funding to software development and for general working capital purposes. The Company intends to apply approximately 40% of the net proceeds, in the approximate amount of HK$6,850,000, towards upgrade of system infrastructure and software development, approximately 40% of the net proceeds, in the approximate amount of HK$6,850,000 towards development of new business on jewellery, precious metals and luxury goods and the remaining 20% of the net proceeds for general working capital of the Group.
The Board also considers that the Placing represents a good opportunity for the Company to raise additional funds to strengthen the Company's financial position and to widen the Company's shareholder base which may in turn enhance liquidity of the Shares. The terms of the Placing Agreement (including the Placing Price and the placing commission) were determined after arm's length negotiations between the Company and the Placing Agent. The Directors (including the independent non-executive Directors) consider that the terms of the Placing Agreement (including the Placing Price and the placing commission) are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Assuming the Placing Shares are fully placed, the net placing price will be approximately HK$0.298 per Placing Share.
EQUITY FUND RAISING ACTIVITY DURING THE PAST TWELVE MONTHS
The Company has not conducted any equity fundraising exercises in the past twelve months immediately preceding the date of this announcement.
EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY
The table below illustrates the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after completion of the Placing (assuming the Placing Shares were placed in full and assuming there is no other change in the issued share capital of the Company between the date of this announcement and the date of completion of the Placing):
| Name of Shareholders | As at the date of this announcement | Immediately upon completion of the Placing | ||
|---|---|---|---|---|
| Number of Shares | Approx. % | Number of Shares | Approx.% | |
| Jumbo Growth Trading Limited (“Jumbo Growth”) (Note 1) | 210,001,000 | 71.04% | 210,001,000 | 59.20% |
| Mr. Siu Man On (“Mr. Siu”) | 34,000 | 0.01% | 34,000 | 0.01% |
| Public Shareholders: | ||||
| Placees | - | - | 59,120,000 | 16.67% |
| Other public shareholders | 85,590,000 | 28.95% | 85,590,000 | 24.13% |
| Total | 295,625,000 | 100.00% | 354,745,000 | 100.00% |
Note:
1. Jumbo Growth is incorporated in Samoa and its entire issued share capital is owned by Mr. Siu.
Shareholders and potential investors of the Shares should note that the completion of the Placing is subject to the fulfillment of the conditions precedent as set out in the Placing Agreement and the Placing and may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings, unless the context requires otherwise:
"associate(s)" has the meaning ascribed to it under the GEM Listing Rules
"Board" the board of Directors
"Company" ETS Group Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on GEM (stock code: 8031)
"Completion Date" date of completion of the Placing
"connected persons" has the meaning ascribed to it under the GEM Listing Rules
"Director(s)" the director(s) of the Company
"GEM" GEM operated by the Stock Exchange
"GEM Listing Rules" the Rules Governing the Listing of Securities on GEM
"General Mandate" the general mandate granted to the Directors pursuant to an ordinary resolution passed at the Company's annual general meeting on 9 May 2025 to allot, issue and deal with up to 59,125,000 Shares, representing 20% of the aggregate number of issued Shares as at the date of passing of such resolution
"Group" collectively, the Company and its subsidiaries
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
"Independent Third Party" third party(ies) independent of and not connected with the Company and any of its connected persons or their respective associates
"Long Stop Date" 22 June 2026 (or such later date as the Company and the Placing Agent may agree)
"Mr. Siu" Mr. Siu Man On, the Chairman of the Company
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"Placee(s)"
any individuals, corporate, institutional investors or other investors procured by the Placing Agent or any of their sub-placing agent(s) to subscribe for any of the Placing Shares under the Placing
"Placing"
the best-effort placing of up to 59,120,000 Placing Shares on the terms and subject to the condition set out in the Placing Agreement
"Placing Agent"
Grand Moore Capital Limited, a corporation licensed by the SFC to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO
"Placing Agreement"
the agreement entered into between the Placing Agent and the Company dated 1 June 2026 in relation to the Placing
"Placing Price"
HK$0.298 per Placing Share
"Placing Shares"
a maximum of 59,120,000 Shares to be placed under the Placing
"SFC"
the Securities and Futures Commission of Hong Kong
"SFO"
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
"Share(s)"
ordinary share(s) of HK$0.01 each in the share capital of the Company
"Shareholder(s)"
shareholder(s) of the Company
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"
has the meaning as described thereto under the GEM Listing Rules
"%"
per cent
By order of the Board
ETS Group Limited
Siu Man On
Chairman
Hong Kong, 1 June 2026
As at the date of this announcement, the executive Director of the Company is Mr. Siu Man On; and the independent non-executive Directors of the Company are Ms. Kwong Yuk Ying, Dr. Xu Weihua and Mr. Wong Lap Chung.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the "Latest Listed Company Information" page of the Stock Exchange's website at http://www.hkexnews.hk for 7 days from the date of its publication. This announcement will also be published on the Company's website at www.etsgroup.com.hk.
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