PENGO HLDG GP (01865.HK): Allotment of 147,347,200 new shares to three subscribers at HKD 0.34 per share under general mandate, net proceeds of approximately HKD 50.0 million

NewTimeSpace News: On 10 August 2026, PENGO HLDG GP (01865.HK): The Company agreed to allot and issue an aggregate of 147,347,200 new shares to three independent third-party subscribers at HKD 0.34 per share (a discount of approximately 16% to the closing price), representing approximately 11.4% of the existing issued share capital, with gross proceeds of approximately HKD 50.1 million and net proceeds of approximately HKD 50.0 million, of which approximately 80% will be used to settle trade payables and approximately 20% as working capital; the issue is made under the general mandate without shareholders' approval.

NewTimeSpace News: On 10 August 2026, Pengo Holdings Group Limited (stock code: 01865) published an announcement, announcing that after trading hours on that day, the Company entered into subscription agreements with three subscribers respectively, pursuant to which the Company conditionally agreed to allot and issue, and the subscribers conditionally agreed to subscribe for, an aggregate of 147,347,200 new shares at a subscription price of HKD 0.34 per share. Assuming no change in the Company's issued share capital between the date of this announcement and completion, the subscription shares represent approximately 11.4% of the Company's existing issued share capital as of the date of this announcement and approximately 10.3% of the issued share capital as enlarged by the allotment and issue of the subscription shares, with a total par value of the subscription shares of HKD 14,734,720.

The subscription price of HKD 0.34 per share represents a discount of approximately 16.0% to the closing price of HKD 0.405 per share quoted on the Stock Exchange on the date of the subscription agreements, and a discount of approximately 19.2% to the average closing price of approximately HKD 0.421 per share quoted on the Stock Exchange over the last five consecutive trading days immediately prior to the date of the subscription agreements. Assuming all subscription shares are fully subscribed, the total gross proceeds of the subscription will be approximately HKD 50.1 million, and the net proceeds (after deducting other related expenses) will be approximately HKD 50.0 million, of which approximately 80% (HKD 40.0 million) is intended to be used to settle the Group's trade payables and other payables, and approximately 20% (HKD 10.0 million) is intended to be used as general working capital of the Group.

The three subscribers are all independent third parties, being Li Ling, a PRC resident and EMBA graduate of Tsinghua University and founder of Hong Kong Lingfeng Holdings Group; Li Weicheng, a PRC resident, senior economist and chairman of Meili Yisheng Group; and Derian Tan Suan Boon, a Malaysian resident with a Bachelor of Arts (Honours) in Business Information Management from Oxford Brookes University, currently Regional Director of Macau Wanao Energy. The subscription shares will be issued under the general mandate granted to the directors by shareholders' resolution passed on 21 August 2025, with an upper limit of 20% of the Company's then issued share capital; no shares have been issued under the general mandate up to the date of this announcement, and the maximum of 147,347,200 subscription shares to be allotted and issued falls within the general mandate limit, and accordingly no shareholders' approval is required for the issue of the subscription shares. Completion of the subscription is subject to the satisfaction of conditions including the approval by the Listing Committee of the Stock Exchange of the listing of and permission to deal in the subscription shares, and may or may not proceed.

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