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Lesi Group Limited Share Issue/Capital Change 2026

Jun 4, 2026

50660_rns_2026-06-04_2577a619-c304-4a16-88d2-9f5f11a82d4e.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.

Lesi Group Limited

樂思集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2540)

COMPLETION OF PLACING OF NEW SHARES UNDER GENERAL MANDATE

Placing Agent

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Reference is made to the announcement of Lesi Group Limited (the "Company") dated 21 May 2026 (the "Announcement") in relation to the proposed placing of up to 100,000,000 Placing Shares by the Company, through the Placing Agent, pursuant to the Placing Agreement. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE PLACING

The Board is pleased to announce that all the conditions as set out in the Placing Agreement have been fulfilled and completion of the Placing took place on 4 June 2026. An aggregate of 100,000,000 Placing Shares, representing 20.0% of the entire issued share capital of the Company as at the date of the Placing Agreement and approximately 16.7% of the Company's entire issued share capital as enlarged by the allotment and issue of the Placing Shares, have been successfully placed to not less than six Placees at the Placing Price of HK$0.700 per Placing Share.

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, each of the Placees and where appropriate, their ultimate beneficial owner(s) is an Independent Third Party and is not connected with, or is not acting in concert with the Company and its connected persons. None of the Placees will trigger a mandatory offer under Rule 26 of the Takeovers Code and the minimum public float requirement under Rule 8.08 of the Listing Rules will be maintained by the Company immediately after the completion of the Placing.


EFFECTS ON SHAREHOLDING STRUCTURE OF THE COMPANY

The shareholding structure of the Company (i) immediately before the completion of the Placing and (ii) immediately after the completion of the Placing are set out below for illustration purpose:

Immediately before the completion of the Placing Immediately after the completion of the Placing
Number of shares Approximate % Number of shares Approximate %
Substantial Shareholders
Ka Lok Holdings Limited (“Ka Lok BVI”) (1) 356,250,000 71.25 356,250,000 59.38
Quartet Yutong Holdings Limited (“Quartet Yutong BVI”) (2) 356,250,000 71.25 356,250,000 59.38
Remit Sheng Holdings Limited (“Remit Sheng BVI”) (3) 356,250,000 71.25 356,250,000 59.38
Public Shareholders
Placees 0 0 100,000,000 40.62
Other public Shareholders 143,750,000 28.75 143,750,000 40.62
Total 500,000,000 100.00 600,000,000 100.00

Notes:

(1) Ka Lok BVI is owned as to (i) 57.77% by Quartet Yutong BVI, which is solely owned by Mr. Zhao Libing, our executive Director, (ii) 35.55% by Remit Sheng BVI, which is solely owned by Mr. Yu Canliang, our executive Director, (iii) 6.67% by Jing Sing Holdings Limited, which is solely owned by Ms. Shu Qing, our executive Director and the spouse of Mr. Yu, and (iv) 0.01% by Jiang Oofy BVI, which is solely owned by Mr. Nie Jiang, our executive Director. By virtue of the SFO, (i) each of Quartet Yutong BVI and Mr. Zhao and (ii) each of Remit Sheng BVI and Mr. Yu are deemed to be interested in all the Shares held by Ka Lok BVI.

(2) Ka Lok BVI is owned as to 57.77% by Quartet Yutong BVI, which is in turn solely owned by Mr. Zhao. By virtue of the SFO, each of Quartet Yutong BVI and Mr. Zhao is deemed to be interested in the Shares in which Ka Lok BVI is interested.

(3) Ka Lok BVI is owned as to 35.55% by Remit Sheng BVI, which is in turn solely owned by Mr. Yu. By virtue of the SFO, each of Remit Sheng BVI and Mr. Yu is deemed to be interested in the Shares in which Ka Lok BVI is interested.


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USE OF PROCEEDS

The net proceeds, after deduction all relevant expenses (including but not limited to placing commission, legal expenses and disbursements) incidental to the Placing, are approximately HK$68.9 million. The Company intends to use the net proceeds for the following purposes: (i) approximately HK$24.1 million, or 35%, for technology upgrade in relation to AI short video production and AI advertising technology research and development; (ii) approximately HK$37.9 million, or 55%, for business development of expansion of customer base by optimising media distribution network; and (iii) approximately HK$6.9 million, or 10.0%, for the general working capital of the Group.

By Order of the Board
Lesi Group Limited
Zhao Libing
Chairman of the Board

Hong Kong, 4 June 2026

As at the date of this announcement, the executive Directors are Mr. Zhao Libing, Mr. Yu Canliang, Mr. Nie Jiang and Ms. Shu Qing; the non-executive Director is Ms. Chang Qing; and the independent non-executive Directors are Mr. Lu Yao, Ms. Zheng Hong and Mr. Hu Hui.