Core Viewpoint - Tianji Holdings (01520) has entered into a subscription agreement with investors to issue up to 8 million subscription shares at a price of HKD 0.92 per share or 90% of the closing price on January 19, 2026, whichever is lower, along with warrants for up to 31 million shares at an exercise price of HKD 1.97 per share [1] Group 1: Subscription Agreement Details - The total consideration for the subscription shares is capped at HKD 7.36 million, which will be fully paid by the investors upon completion of the first subscription [1] - The subscription shares represent approximately 0.84% of the existing issued share capital as of the announcement date and about 0.83% after the issuance [1] - The subscription price of HKD 0.85 per share reflects an approximate discount of 8.60% compared to the closing price of HKD 0.93 on the date of the agreement [1] Group 2: Use of Proceeds from Subscription Shares - The net proceeds of HKD 6.8 million from the subscription shares will be allocated as follows: - Approximately HKD 4 million for the Saudi industrial IP business, which includes establishing a headquarters and team in Saudi Arabia [2] - Approximately HKD 2.8 million for general working capital [2] Group 3: Warrant Details - The warrants will be issued at zero cost to investors, with an estimated fair value of approximately HKD 0.143 per warrant, totaling HKD 4.43 million for 31 million warrants [2] - The exercise price of HKD 1.97 per warrant represents a premium of approximately 111.83% over the closing price of HKD 0.93 on the date of the agreement [2] - The maximum 31 million warrant shares represent about 3.26% of the existing issued share capital and approximately 3.15% after the exercise of the warrants [2] Group 4: Placement Agreement - On January 20, 2026, the company entered into a placement agreement to issue up to 60 million new shares at a placement price of HKD 0.85 per share, which is an 8.60% discount to the closing price of HKD 0.93 [4] - The maximum gross proceeds from the placement are estimated at HKD 51 million, with a net amount of approximately HKD 49.3 million after deducting related expenses [4] Group 5: Use of Proceeds from Placement - The net proceeds from the placement will be allocated as follows: - Approximately HKD 5 million for initial platform development and AI capabilities [5] - Approximately HKD 15 million for investment in Manchester United sports IP business [5] - Approximately HKD 4 million for the Saudi industrial IP business [5] - Approximately HKD 3 million for marketing and user ecosystem development [5] - The remaining HKD 22.3 million for general working capital [5]