Core Viewpoint - The company, YouRan Agriculture (09858.HK), has entered into a placement and subscription agreement to issue approximately 299 million shares at a price of HKD 3.92 per share, which represents an 8.84% discount to the last closing price of HKD 4.30 [1][2]. Group 1: Placement and Subscription Agreement - The placement agent, Morgan Stanley and CITIC Securities, has agreed to facilitate the purchase of the placement shares by at least six subscribers [1]. - The estimated net proceeds from the placement are expected to be approximately HKD 11.59 billion [1]. - The placement shares represent about 7.69% of the company's existing issued share capital as of the announcement date [1][2]. Group 2: Special Authorization Subscription - The company has entered into a special authorization subscription agreement with the seller, which allows the seller to subscribe for approximately 299 million new shares at the same price of HKD 3.92 per share [2]. - The estimated net proceeds from the special authorization subscription are expected to be approximately HKD 11.72 billion [2]. - The number of special authorization subscription shares also represents about 7.69% of the company's existing issued share capital as of the announcement date [2]. Group 3: Completion of Transactions - The placement has been completed as of January 20, 2026, with the placement agent successfully placing the shares to independent third-party subscribers [2]. - Following the completion of the placement and special authorization subscription, the seller's shareholding in the company remains unchanged [3].

Group 1 - OSL Group (00863) announced the completion of a special subscription agreement on October 2, 2025, with a total of 47.518 million new shares successfully subscribed by Crown Research at a subscription price of HKD 14.90 per share [1] - The net proceeds from the special subscription amount to approximately HKD 708 million [1]

Core Viewpoint - OSL Group plans to raise approximately HKD 2.355 billion through a series of share placements and subscription agreements, reflecting a strategic move to enhance its capital base and support long-term business development [1][3][4] Summary by Sections Share Placement and Subscription Agreements - On July 25, 2025, OSL Group entered into a placement and subscription agreement, with the placement agent agreeing to facilitate the sale of 101 million shares at a price of HKD 14.90 per share [1] - The placement shares represent approximately 16.14% of the existing issued share capital of the company as of the announcement date [1] Pricing and Discounts - The placement price of HKD 14.90 per share reflects a discount of approximately 15.34% compared to the last closing price of HKD 17.60 and a discount of about 16.20% compared to the average closing price of HKD 17.78 over the last five trading days [2] General and Special Subscription Agreements - OSL Group has entered into general and special subscription agreements, with the general subscription agreement allowing for the subscription of 9.344 million shares at the same price of HKD 14.90 per share [2] - Under the special subscription agreement, the company will issue up to 47.518 million new shares, with adjustments to ensure that the seller's voting rights remain close to 29.951% post-transaction [3] Purpose and Strategic Implications - The share placement and subscription agreements aim to raise funds for the company's operational needs and to expand its shareholder and capital base [3][4] - The special subscription reflects the seller's confidence in the company's long-term business development and is seen as a fair and reasonable arrangement for the company and its shareholders [3][4]