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Gaodi Holdings Limited Share Issue/Capital Change 2025
50084_rns_2025-12-09_47bd00ac-6bf8-490b-a327-96de42e7c160.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 purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
Gaodi Holdings Limited
高地股份有限公司
(incorporated in the Cayman Islands with limited liability)
(Stock code: 1676)
PLACING OF NEW SHARES UNDER GENERAL MANDATE
Placing Agent
JIN YI FINANCIAL GROUP LIMITED
THE PLACING
On 9 December 2025 (after trading hours), the Placing Agent and the Company entered into the Placing Agreement, pursuant to which the Placing Agent has conditionally agreed act as the placing agent of the Company for the purpose of procuring, on a best effort basis, the Placing of up to a maximum of 43,849,371 Placing Shares at the Placing Price of HK$0.52 per Placing Share to not less than six (6) Placees who and whose ultimate beneficial owners are Independent Third Parties.
Assuming that there will be no change in the issued share capital of the Company between the date of this announcement up to Completion, the maximum number of 43,849,371 Placing Shares under the Placing represents (i) approximately 20.00% of the existing issued share capital of the Company of Shares as at the date of this announcement; and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares in full. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$4,384,937.1.
The Placing Price of HK$0.52 per Placing Share represents (i) a discount of approximately 14.75% to the closing price of HK$0.61 per Share as quoted on the Stock Exchange on the date of the Placing Agreement, being the Last Trading Day; and (ii) a discount of approximately 13.33% to the average closing price of HK$0.60 per Share on the Stock Exchange for the five (5) consecutive trading days immediately prior to the Last Trading Day.
Assuming all of the Placing Shares are fully placed, the net proceeds (after deduction of placing commission and other expenses of the Placing) from the Placing are estimated to be approximately HK$22.39 million, representing a net placing price of approximately HK$0.51 per Placing Share. The Directors propose to allocate the net proceeds as follows: (i) approximately 50% for the Group’s existing food business; (ii) approximately 30% for the Group’s existing food and beverage business; and (iii) 20% for the Group’s general working capital.
Shareholders and potential investors should note that Completion of the Placing is subject to fulfillment of the conditions under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.
THE PLACING
On 9 December 2025 (after trading hours), the Placing Agent and the Company entered into the Placing Agreement, pursuant to which the Placing Agent has conditionally agreed act as the placing agent of the Company for the purpose of procuring, on a best effort basis, the Placing of up to a maximum of 43,849,371 Placing Shares at the Placing Price of HK$0.52 per Placing Share to not less than six (6) Placees who and whose ultimate beneficial owners are Independent Third Parties.
The principal terms and conditions of the Placing Agreement are set out below.
Date : 9 December 2025 (after trading hours)
Parties : The Company as the issuer; and
Jin Yi Financial Group Limited as placing agent
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.
The terms of the Placing Agreement were arrived at arm’s length negotiations between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing market conditions and the recent trading performance of the Shares. The Directors are of the view that the terms of the Placing Agreement are fair and reasonable based on current market conditions and the Placing is in the interests of the Company and the Shareholders as a whole.
Placing Commission
The Placing Agent will charge the Company a placing commission of 1.0% of the aggregate amount equal to the Placing Price multiplied by the number of the Placing Shares being placed by the Placing Agent. The placing commission payable to the Placing Agent under the Placing
Agreement was negotiated on arm’s length basis between the Company and the Placing Agent under normal commercial terms and with reference to the prevailing commission rate for similar transactions, the size of the Placing and the price performance of the Shares.
Placees
The Placing Agent will, on a best effort basis, place the Placing Shares to not less than six Placees who and whose ultimate beneficial owner(s) (if applicable) shall be Independent Third Parties. Upon Completion, it is expected that none of the Placees will become a substantial shareholder of the Company.
Number of Placing Shares
Assuming that there will be no change in the issued share capital of the Company between the date of this announcement up to Completion, the maximum number of 43,849,371 Placing Shares under the Placing represents (i) approximately 20.00% of the existing issued share capital of the Company of 219,246,857 Shares as at the date of this announcement; and (ii) approximately 16.67% of the issued share capital of the Company as enlarged by the allotment and issue of the Placing Shares in full. The aggregate nominal value of the maximum number of Placing Shares under the Placing will be HK$4,384,937.1.
Ranking of Placing Shares
The Placing Shares will, on allotment and issue, rank pari passu in all respects with other existing Shares upon issuance free from all claims, charges, liens, encumbrances and equities, and together with all rights attaching to them as at the date of issue of the Placing Shares, including the right to receive all dividends declared, made or paid on the record date of which falls on or after the date of issue of the Placing Shares.
Placing Price
The Placing Price of HK$0.52 per Placing Share represents:
(i) a discount of approximately 14.75% to the closing price of HK$0.61 per Share as quoted on the Stock Exchange on the date of the Placing Agreement, being the Last Trading Day;
(ii) a discount of approximately 13.33% to the average closing price of HK$0.60 per Share on the Stock Exchange for the five (5) consecutive trading days immediately prior to the Last Trading Day.
The Placing Price of the Placing was determined with reference to the prevailing market prices of the Shares, the recent trading performance of the Shares and the nominal value of the Shares and was negotiated on an arm’s length basis between the Company and the Placing Agent. The Directors consider that the Placing Price is determined on normal commercial terms and are fair and reasonable based on the current market conditions and in the interests of the Company and the Shareholders as a whole.
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General Mandate to allot and issue the Placing Shares
The Placing Shares will be allotted and issued under the General Mandate granted to the Directors by resolution of the Shareholders passed at the AGM subject to the limit of up to 20% of the then number of issued Shares as at the date of the AGM. Under the General Mandate, the Company is authorised to issue up to 43,849,371 Shares. As at the date of this announcement, no Shares have been issued under the General Mandate. Therefore, the General Mandate is sufficient for the issue and allotment of the Placing Shares and the allotment and issue of the Placing Shares is not subject to Shareholders’ approval.
Application for listing of Placing Shares
Application will be made by the Company to the Listing Committee for the grant of the approval for the listing of, and permission to deal in, the Placing Shares.
Conditions of the Placing
Completion of the Placing is conditional upon the fulfilment of the following conditions:
(i) the Listing Committee granting the approval for the listing of, and the permission to deal in, the Placing Shares (either unconditionally or subject to conditions which are acceptable to the Company and the Placing Agent);
(ii) all necessary consents and approvals to be obtained on the part of the Company in respect of this Agreement and the transactions contemplated hereunder having been obtained; and
(iii) no representation, warranty or undertaking under the Placing Agreement having been breached in any material respect by the Company or is otherwise rendered inaccurate, untrue or misleading in any material respect, in each case on or prior to the Completion.
In the event of the conditions above not having been fulfilled by the Long Stop Date, all rights, obligations and liabilities of the parties hereunder in relation to the Placing shall cease and determine and none of the parties shall have any claim against the other in respect of the Placing, save for any antecedent breaches of the Placing Agreement.
Completion of the Placing
Completion of the Placing will take place within three (3) Business Days after the fulfillment of the above conditions precedent or such other date to be agreed between the Company and the Placing Agent in writing.
Termination
The Placing Agent may, upon the occurrence of the following events, terminate the Placing Agreement by notice in writing given to the Company at any time prior to 8:00 a.m. on Completion Date:
(a) there is any change in national, international, financial, exchange control, political, economic conditions in Hong Kong which in the reasonable opinion of the Placing Agent would be materially adverse in the consummation of the Placing; or
(b) there is any breach of the warranties, representations and undertakings given by the Company in the Placing Agreement and such breach is considered by the Placing Agent on reasonable grounds to be material in the context of the Placing; or
(c) there is any material change (whether or not forming part of a series of changes) in market conditions which in the reasonable opinion of the Placing Agent would materially and prejudicially affect the Placing or makes it inadvisable or inexpedient for the Placing to this proceed; or
(d) any statement contained in this announcement has become or been discovered to be untrue, incorrect or misleading in any material respect which in the opinion of the Placing Agent would be materially adverse in the consummation of the Placing; or
(e) there is any suspension of dealings in the Shares on the Stock Exchange for more than five consecutive Business Days (other than as a result of or in connection with the Placing).
If notice is given pursuant to this section, the Placing Agreement shall terminate and be of no further effect and neither party shall have any claim against the other party in respect of the Placing Agreement save for any antecedent breach under the Placing Agreement prior to such termination.
REASONS FOR AND BENEFITS OF THE PLACING AND USE OF PROCEEDS
The Group is principally engaged in sales of food products and the provision of food and beverage services in the PRC.
Assuming all of the Placing Shares are fully placed, the gross proceeds from the Placing will be approximately HK$22.80 million and the net proceeds (after deduction of placing commission and other expenses of the Placing) from the Placing are estimated to be approximately HK$22.39 million, representing a net placing price of approximately HK$0.51 per Placing Share.
The Directors intend to use the net proceeds from the Placing as to:
(i) approximately 50% of the net proceeds would be applied towards purchase(s)/deposit(s) for goods, marketing and promotion expenses and corporate development for the Group’s existing food business and is expected to be fully utilized by the end of December 2026;
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(ii) approximately 30% of the net proceeds would be applied towards purchase(s)/deposit(s) for goods, marketing and promotion expenses and corporate development for the Group’s existing food and beverage business and is expected to be fully utilized by the end of December 2026; and
(iii) approximately 20% of the net proceeds would be applied towards the general working capital of the Group which includes, but not limited to headquarters expenses, professional fees and staff salaries and is expected to be fully utilised by the end of December 2026.
The Directors consider that the Placing represents a good opportunity for the Company to raise additional funds for the business operations of the Group and will strength the Group’s financial position, enlarge the Company’s shareholder base which may in turn enhance liquidity of the Shares and provide capital to meet any financial obligations the Group may require without incurring the interest expenses involved with debt fund raising.
The Directors consider that the Placing Agreement is entered into upon normal commercial terms following arm’s length negotiations between the Company and the Placing Agent and the terms of the Placing Agreement (including the Placing Price and the placing commission) are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.
FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS
| Date of announcement | Fund-raising activities | Net proceeds | Intended use of proceeds | Actual use of proceeds as at the date of this announcement |
|---|---|---|---|---|
| 18 September 2025 | Placing | HK$12.94 million | (i) approximately HK$6.47 million for purchase(s)/deposit(s) for goods, marketing and promotion expenses and corporate development for the Group’s existing food business and is expected to be fully utilized by the end of December 2026; | (i) Fully utilised as intended |
| (ii) approximately HK$5.18 million for goods, marketing and promotion expenses and corporate development for the Group’s existing food and beverage business is expected to be fully utilized by the end of December 2025; and | (ii) Fully utilised as intended | |||
| (iii) approximately HK$1.29 million for general working capital of the Group which includes, but not limited to headquarters expenses, professional fees and staff salaries and are expected to be fully utilized by the end of December 2026. | (iii) Fully utilised as intended |
EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY
To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after the completion of the Placing (assuming all the Placing Shares are fully placed and there is no other change in the issued share capital of the Company before the completion of the Placing) are set out below:
| Name of shareholder | As at the date of this announcement | Immediately after completion of the Placing (assuming all Placing Shares are fully placed) | ||
|---|---|---|---|---|
| Number of Shares held | Approximate % | Number of Shares held | Approximate % | |
| Foton Holdings Limited | 18,380,000 | 8.38% | 18,380,000 | 6.99% |
| Leung Tsz Shan Monica | 16,772,000 | 7.65% | 16,772,000 | 6.37% |
| Placees | - | - | 43,849,371 | 16.67% |
| Other public shareholders | 184,094,857 | 83.97% | 184,094,857 | 69.97% |
| Total | 219,246,857 | 100.00% | 263,096,228 | 100.00% |
Shareholders and potential investors should note that Completion of the Placing is subject to fulfillment of the conditions under the Placing Agreement. As the Placing may or may not proceed, Shareholders and potential investors are reminded to exercise caution when dealing in the Shares.
Terms used in this announcement have the following meanings unless the context otherwise requires:
"AGM" the annual general meeting of the Company held on 26 November 2025
"associate(s)" has the same meaning ascribed to it under the Listing Rules
"Board" the board of Directors
"Business Day" any day (other than a Saturday, Sunday or public holiday or a day on which a typhoon signal no. 8 or above or black rainstorm signal is hoisted or the Extreme Conditions is announced in Hong Kong between 9:00 a.m. to 5:00 p.m.) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours
"Company" Gaodi Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Stock Exchange (Stock Code: 1676)
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“Completion Date” within three (3) Business Day following the day on which all the conditions set out in the Placing Agreement are satisfied or such other date as the Company and the Placing Agent may agree in writing
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“Director(s)” the director(s) of the Company for the time being
“General Mandate” the general mandate granted by the shareholders of the Company at the AGM
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Independent Third Party(ies)” third party(ies) independent of and not connected with the Company and any of its connected persons of their respective associates
“Last Trading Day” 9 December 2025
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Long Stop Date” 30 December 2025 or such later date as the Company and the Placing Agent may agree in writing
“Placee(s)” any person or entity, who is professional, institutional or other investor(s), procured by the Placing Agent or its agent(s) to subscribe for any of the Placing Shares pursuant to the Placing Agreement
“Placing” the placing of up to 43,849,371 Placing Shares by the Placing Agent, on a best effort basis, subject to the terms and conditions set out in the Placing Agreement
“Placing Agent” Jin Yi Financial Group Limited, a corporation licensed by the SFC to carry out Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 5 (advising on future contracts) and Type 9 (asset management) regulated activities under the SFO
“Placing Agreement” the placing agreement dated 9 December 2025 and entered into between the Company and the Placing Agent in relation to the Placing on a best effort basis
“Placing Price” HK$0.52 per Placing Share
"Placing Share(s)" a maximum of 43,849,371 new Shares to be placed pursuant to the Placing Agreement
"PRC" the People's Republic of China, which for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)" the ordinary share(s) with a nominal value of HK$0.1 each in the share capital of the Company
"Shareholder(s)" holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)" has the same meaning ascribed thereto under the Listing Rules
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For and on behalf of the Board
Gaodi Holdings Limited
Wang Wana
Chairperson
Xiamen, the PRC, 9 December 2025
As at the date of this announcement, the executive directors of the Company are Ms. Wang Wana, Mr. Huang Jingsheng, Ms. Chen Chun and Mr. Hong Jixiang and the independent non-executive directors of the Company are Mr. Shum Ching Hei, Mr. Yang Minda and Ms. Gui Chenghui.