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REF Holdings Limited — Share Issue/Capital Change 2026
May 12, 2026
50052_rns_2026-05-12_42a248ff-b16a-4cd0-89a5-9f7a4a798be8.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 the securities of the Company.
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REF Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1631)
PLACING OF NEW SHARES UNDER GENERAL MANDATE
Placing Agent to the Company
全利豐證券
KINGSTON SECURITIES
THE PLACING
On 12 May 2026 (after trading hours of the Stock Exchange), the Company entered into the Placing Agreement with the Placing Agent pursuant to which the Company has conditionally agreed to place, through the Placing Agent on a best efforts basis, up to 51,200,000 Placing Shares at the Placing Price of HK$0.457 per Placing Share to not less than six Places who are professional, institutional, or other investors that are third parties independent of the Company and its connected persons. The Placing Shares will be allotted and issued pursuant to the General Mandate.
Assuming there will be no change in the issued share capital of the Company between the date of this announcement and the completion of Placing, a maximum of 51,200,000 Placing Shares under the Placing represents approximately 20.00% of the issued share capital of the Company as at the date of this announcement, and approximately 16.67% of the issued share capital as enlarged by the issue of the Placing Shares.
Assuming that all the Placing Shares are fully placed, the estimated gross proceeds and net proceeds (after deducting the placing commission and other related expenses and professional fees) from the Placing will amount to approximately HK$23.40 million and approximately HK$22.71 million, respectively.
The Company intends that the net proceeds of the Placing will be used for the expansion of the financial printing services. The Directors are of the view that the terms of the Placing Agreement are fair and reasonable, and the Placing will supplement the funding needs of the Group, strengthen the Group's financial position, widen the Company's shareholder base and is in the interests of the Company and the Shareholders as a whole.
Given that completion of the Placing may or may not take place, shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.
THE PLACING AGREEMENT
Date
12 May 2026 (after trading hours of the Stock Exchange)
Parties
Issuer: The Company
Placing Agent: Kingston Securities Limited
To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner are not connected persons of the Company.
Placing
The Placing Agent has conditionally agreed to place, or procure the placing of, up to 51,200,000 Placing Shares at the Placing Price of HK$0.457 per Placing Share on a best effort basis and will receive a placing commission of 2% of the Placing Price multiplied by the actual number of Placing Shares placed by the Placing Agent (i.e. the gross proceeds from the Placing) pursuant to the terms of the Placing Agreement.
The placing commission payable to the Placing Agent under the Placing Agreement is arrived at after arm's length negotiations between the Company and the Placing Agent with reference to the prevailing market commission rate for similar transactions. The Directors are of the view that the placing commission is fair and reasonable.
Places
The Placing Agent will place the Placing Shares to professional, institutional, or other investors that are Independent Third Parties. It is expected that the Placing Shares will be placed to not less than six Places on a best effort basis.
Number of Placing Shares
Assuming there will be no change in the issued share capital of the Company between the date of this announcement and the completion of Placing, the maximum number of 51,200,000 Placing Shares under the Placing represents approximately 20.00% of the issued share capital of the Company as at the date of this announcement, and approximately 16.67% of the issued share capital as enlarged by the issue of the Placing Shares. The maximum aggregate nominal value of the Placing Shares under the Placing will be HK$512,000.
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Placing Price
The Placing Price is HK$0.457 per Placing Share which represents:
(i) a discount of approximately 19.82% to the closing price of HK$0.57 per Share as quoted on the Stock Exchange on the date of the Placing Agreement; and
(ii) a discount of approximately 12.45% to the average closing price of approximately HK$0.522 per Share as quoted on the Stock Exchange for the last five consecutive trading days of the Shares immediately prior to the date of the Placing Agreement.
The Placing Price was determined with reference to the prevailing market price of the Shares and was negotiated on an arm's length basis between the Company and the Placing Agent. The Directors consider that the terms of the Placing are on normal commercial terms and are fair and reasonable based on the current market conditions. Hence, the Directors consider that the Placing is in the interests of the Company and the Shareholders as a whole.
Placing Shares
The Placing Shares will be allotted and issued under the General Mandate granted to the Board at the AGM held on 6 May 2026 pursuant to which the Board is authorised to allot, issue and deal with up to 51,200,000 Shares. As at the date of this announcement, the Company had not utilised the General Mandate and the maximum of 51,200,000 Placing Shares under the Placing represents 100% of the entire General Mandate.
The allotment and issue of the Placing Shares is not subject to any additional Shareholders' approval.
Ranking of Placing Shares
The Placing Shares under the Placing will rank, upon issue, pari passu in all respects with the Shares in issue on the date of allotment and issue of the Placing Shares.
Application for listing
Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Placing Shares.
Conditions of the Placing
Completion of the Placing is conditional upon:
(i) the Listing Committee of the Stock Exchange granting the approval for the listing of, and the permission to deal in, the Placing Shares; and
(ii) all necessary consents and approvals to be obtained on the part of the Placing Agent and the Company in respect of the Placing Agreement and the transactions contemplated hereunder having been obtained.
If the above conditions are not satisfied and/or waived (other than condition (i) which cannot be waived) on or before 1 June 2026, or such later date to be agreed between the Company and the Placing Agent in writing, the Placing will be terminated and the Placing will not proceed and all obligations and liabilities of the parties under the Placing Agreement will forthwith cease and determine and no party will have any claim against the other (save for any antecedent breaches).
Completion of the Placing
Completion of the Placing, in any event, will take place within four Business Days after the fulfillment of the conditions as set out in paragraph headed “Conditions of the Placing” above or such other date to be agreed between the Company and the Placing Agent in writing (the “Completion Date”).
Termination of the Placing Agreement
Pursuant to the Placing Agreement, the Placing Agent is entitled to terminate the Placing Agreement by notice in writing prior to 9:00 a.m. on the Completion Date, if in the absolute opinion of the Placing Agent, the success of the Placing would be materially and adversely affected by any of the following force majeure events:
(i) the introduction of any new laws or regulations or any change in existing laws or regulations (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole; or
(ii) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before and/or after the date of the Placing Agreement) of a political, military, financial, economic, currency (including a change in the system under which the value of the Hong Kong currency is linked to the currency of the United States of America) or other nature (whether or not sui generis with any of the foregoing), or in the nature of any local, national, international outbreak or escalation of hostilities or armed conflict, or affecting local securities market or the occurrence of any combination of circumstances which may, in the absolute opinion of the Placing Agent, materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or adversely prejudices the success of the Placing of the Shares by potential investor(s) or otherwise makes it inexpedient or inadvisable for the Company or the Placing Agent to proceed with the Placing; or
(iii) any change in market conditions or combination of circumstances in Hong Kong (including without limitation suspension or material restriction on trading in securities) occurs which affect the success of the Placing (such success being the placing of the Shares to potential investor(s)) or otherwise in the absolute opinion of the Placing Agent make it inexpedient or inadvisable or inappropriate for the Company or the Placing Agent to proceed with the Placing.
Pursuant to the Placing Agreement, if, at or prior to 9:00 a.m. on the Completion Date;
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(i) the Company commits any material breach of or omits to observe any of the obligations or undertakings expressed or assumed under this Placing Agreement; or
(ii) any suspension in the trading of the Shares on the Stock Exchange for more than ten consecutive trading days; or
(iii) the Placing Agent becomes aware that any of the representations or warranties contained in the Placing Agreement was, when given, untrue or inaccurate in any material respect or would in any respect be untrue or inaccurate in any material respect if repeated, the Placing Agent shall determine whether such untrue representation or warranty represents or is likely to represent a material adverse change in the financial or trading position or prospects of the Group taken as a whole, or will otherwise likely to have a material prejudicial effect on the Placing; or
(iv) any litigation or claim being instigated against any member of the Group, which has or may have an adverse effect on the business or financial position of the Group and which in the Placing Agent's absolute opinion would adversely affect the success of the Placing; or
(v) any material adverse change in the business or in the financial or trading position or prospects of the Group as a whole,
the Placing Agent shall be entitled (but not bound) by notice in writing to the Company to elect to treat such matter or event as releasing and discharging the Placing Agent from its obligations under the Placing Agreement.
Upon giving notice pursuant to the paragraph above, all obligations of the Company or the Placing Agent under the Placing Agreement shall cease and determine and no party shall have any claim against any other party of the Placing Agreement in respect of any matter arising out of or in connection with the Placing Agreement, save for any antecedent breaches.
REASONS FOR THE PLACING AND USE OF PROCEEDS
The Group is principally engaged in the provision of financial printing services and investment holdings. The Group is a one-stop financial printing service provider in Hong Kong, which offers a wide range of top-quality and convenient financial printing services including typesetting, proofreading, translation, design, printing, web submitting, media placement and distribution. The services of the Group can be categorised into printing, translation and media placement. The core financial printing services of the Group include printing of listing documents, financial reports, compliance documents and other documents. Most of the Group's customers are listed on the Stock Exchange.
As mentioned in the annual report of the Company for the year ended 31 December 2025, Hong Kong's economy continued to show resilience in 2025. Real gross domestic product registered robust growth of 3.5% year-over-year, accelerating from the 2.6% growth in 2024 and marking the third consecutive year of expansion. Encouragingly, the recovery in Hong Kong capital markets, which commenced in late 2024 experienced further uptake during the of 2025 as investors regained confidence and global capital continued to flow into the market. The benchmark Hang Seng Index extended its rebound, rising 27.8% during 2025
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and the overall market average daily turnover rose 89.5% year-over-year to HK$249.8 billion. Most notably, Hong Kong reclaimed its position as the world's leading initial public offering (“IPO”) fundraising market, with HK$285.8 billion raised from 119 new listings.
Taking into account (i) the strong fundraising momentum in Hong Kong, particularly with over 300 active IPO applicants in the market pipeline; (ii) the Group’s current IPO projects; and (iii) the shortage of large conference rooms; the Group intends to expand its Hong Kong office by leasing a new office to support existing operations in response to high demand for IPO in-house financial printing services, allowing the Group to capture incremental opportunities, accelerate growth in IPO-related services, and develop the Group’s brand.
Assuming that all the Placing Shares are fully placed, the estimated gross proceeds and net proceeds (after deducting the placing commission and other related expenses and professional fees) from the Placing will amount to approximately HK$23.40 million and approximately HK$22.71 million respectively. The net placing price per Placing Share will be approximately HK$0.444.
The Company intends to apply the net proceeds of the Placing for expanding the Group’s existing financial printing services as follows:
| Use of net proceeds | Allocation of the net proceeds HK$’million (approximately) | Percentage of the net proceeds % | Expected timeline on utilisation |
|---|---|---|---|
| Expansion by leasing a new office in Central and the related utilities (with an area of approximately 6,000 to 10,000 square feet) | 5.00 | 22.02 | By December 2027 |
| Initial renovations of the new office | 6.00 | 26.42 | By December 2027 |
| Additional staff costs for expanded operation | 7.00 | 30.82 | By December 2027 |
| Software and IT-related cost for expanded operation | 1.00 | 4.40 | By December 2027 |
| Other operating expenses, including but not limited to insurance costs, cleaning services, broadband and other general administrative expense | 3.71 | 16.34 | By December 2027 |
| Total | 22.71 | 100.00 |
The Directors are of the view that the terms of the Placing Agreement are fair and reasonable, and the Placing will supplement the funding needs of the Group, strengthen the Group's financial position, widen the Company's Shareholder base and is in the interests of the Company and the Shareholders as a whole.
FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS
As at the date of this announcement, the Company has not conducted any equity fund raising activities in the past twelve months immediately prior to the date of this announcement.
EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY
The shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately upon completion of the Placing (assuming the maximum number of Placing Shares are placed and there is no change in the share capital of the Company from the date of this announcement up to the completion of the Placing) are set out as follows:
| Shareholders | As at the date of this announcement | Immediately upon the completion of the Placing | ||
|---|---|---|---|---|
| No. of Shares | Approximately % | No. of Shares | Approximately % | |
| Jumbo Ace Enterprises Limited (notes 1, 2 and 3) | 192,000,000 | 75.00 | 192,000,000 | 62.50 |
| The Placees | — | — | 51,200,000 | 16.67 |
| Other public shareholders | 64,000,000 | 25.00 | 64,000,000 | 20.83 |
| Total | 256,000,000 | 100.00 | 307,200,000 | 100.00 |
Note:
- Jumbo Ace Enterprises Limited ("Jumbo Ace"), a company incorporated in the British Virgin Island (the "BVI"). It is owned as to 95% by Rising Luck Management Limited ("Rising Luck"), a company incorporated in the BVI, and as to 5% by Mr. Lau Man Tak ("Mr. Lau"), who is also the chairman and non-executive director of the Company.
- Rising Luck is owned as to 76.25% by Mr. Lau and as to 23.75% by an Independent Third Party.
- Ms. Lim Youngsook is the spouse of Mr. Lau and is, therefore, deemed to be interested in the Shares owned by Mr. Lau (by himself and through his controlled corporations).
Given that completion of the Placing may or may not take place, shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.
GENERAL
Application will be made by the Company to the Listing Committee of the Stock Exchange for the grant of the listing of, and permission to deal in, the Placing Shares.
DEFINITIONS
In this announcement, the following expressions have the meaning set out below unless the context requires otherwise:
"AGM" the annual general meeting of the Company held on 6 May 2026
"Board" the board of Directors
"Business Day" a day (excluding Saturday and Sunday and public holiday) on which licensed banks in Hong Kong are open for general business
"Company" REF Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares are listed on the Main Board of the Stock Exchange (stock code: 1631)
"connected person(s)" has the meaning ascribed thereto in the Listing Rules
"Director(s)" the director(s) of the Company
"General Mandate" the general mandate granted to the Directors pursuant to the resolutions of the Shareholders passed at the AGM
"Group" the Company and its subsidiaries
"Hong Kong" Hong Kong Special Administrative Region of the People's Republic of China
"Independent Third Party(ies)" third party(ies) independent of, and not connected with or acting in concert (as defined in the Hong Kong Code on Takeovers and Mergers) with, the Company, it connected persons (as defined under the Listing Rules) and their respective associates (as defined under the Listing Rules)
"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"Placee(s)" any professional, institutional or other investor(s) or any of their respective subsidiaries or associates procured by the Placing Agent to subscribe for any of the Placing Shares pursuant to the Placing Agent's obligations under the Placing Agreement
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"Placing" the placing of 51,200,000 Placing Shares pursuant to the terms and conditions of the Placing Agreement
"Placing Agent" Kingston Securities Limited, a corporation licensed to carry on business in Type 1 regulated activity (dealing in securities) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Placing Agreement" the conditional placing agreement entered into between the Company and the Placing Agent dated 12 May 2026 in relation to the Placing
"Placing Price" HK$0.457 per Placing Share
"Placing Share(s)" up to 51,200,000 new Shares to be placed pursuant to the Placing Agreement
"PRC" the People's Republic of China, and for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Share(s)" ordinary share(s) of HK$0.01 each in the share capital of the Company
"Shareholder(s)" holder(s) of the Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
"%" per cent.
By order of the Board
REF Holdings Limited
Lau Man Tak
Chairman
Hong Kong, 12 May 2026
As at the date of this announcement, the Board comprises Ms. Fan Jia Yin as executive Director; Mr. Lau Man Tak (Chairman) as non-executive Director; and Mr. Lee Hon Man Eric, Mr. Leung Chi Hung and Mr. Wong Kun Kau as independent non-executive Directors.