HUANXI MEDIA (01003) announced that on November 11, 2025, the company entered into a share subscription agreement with C River Co. Under the agreement, the subscriber conditionally agreed to subscribe, and the company conditionally agreed to allot and issue 548 million subscription shares at a price of approximately HK$0.30 per share. The ultimate beneficial owner of the subscriber is Mr. Chen Rong. The subscriber and the warrant subscriber are the same entity.
The subscription price of HK$0.30 per share represents a discount of approximately 22.08% compared to the closing price of HK$0.385 per share on the Hong Kong Stock Exchange on November 11, 2025 (the date of the share subscription agreement). The subscription shares account for about 15.00% of the company's existing issued share capital as of the announcement date and approximately 13.04% of the enlarged issued share capital after the allotment and issuance of the subscription shares (assuming no other changes in the company's issued share capital from the date of the share subscription agreement to the completion date).
On the same day, the company also entered into a warrant subscription agreement with the warrant subscriber, agreeing to issue warrants at an issue price of HK$0.01 per warrant, subject to the terms of the agreement. The actual issue price of HK$0.45 per warrant (comprising the issue price of HK$0.01 and an exercise price of HK$0.44 per warrant share) represents: - A premium of approximately 16.88% over the closing price of HK$0.385 per share on the last trading day; - A premium of approximately 48.03% over the average closing price of HK$0.304 per share for the last five consecutive trading days prior to the warrant subscription agreement date.
The exercise price represents: - A premium of approximately 14.29% over the closing price of HK$0.385 per share on the last trading day; - A premium of approximately 44.74% over the average closing price of HK$0.304 per share for the last five consecutive trading days prior to the warrant subscription agreement date.
Upon full exercise of the warrants, up to 1.889 billion warrant shares will be issued, equivalent to approximately 51.66% of the company's existing issued share capital of 3.656 billion shares as of the announcement date, and about 34.06% of the enlarged issued share capital after the issuance of the warrant shares (assuming no other changes in the company's issued share capital from the warrant subscription agreement date to the settlement date, except for the allotment and issuance of warrant shares upon full exercise of the warrants).
The issuance of warrants and warrant shares (to be issued upon exercise) is subject to shareholder approval and will be allotted and issued under a specific mandate to be sought at an extraordinary general meeting.
The directors believe that the subscription and warrant subscription provide an opportunity to raise additional funds for the company's business operations and broaden its shareholder base. Additionally, the board considers that the warrant subscription does not have an immediate dilutive effect on existing shareholders, and the warrants are non-interest-bearing. Apart from the net proceeds raised upon settlement of the warrant subscription, further capital will be raised upon exercise of the warrants.
The board also believes that, compared to issuing new shares alone, the subscription and warrant subscription will result in a lower immediate dilution impact on existing shareholders.