XXF Group Holdings Limited has signed a placing and subscription agreement with Quam Securities on 13 April 2026. The transaction combines a placing of 154.69 million existing shares (10.00 % of current issued capital) and an equivalent top-up subscription of new shares under the general mandate.

The shares will be placed at HK$0.98 each, representing a 16 % discount to the last closing price of HK$1.16 and a 13 % discount to the five-day average of HK$1.13. After deducting related expenses, net proceeds are expected to be approximately HK$151.00 million, translating into a net issue price of HK$0.97 per share.

Upon completion of both legs, the company’s total issued shares will expand from 1,546.88 million to 1,701.56 million, diluting Glorypearl Capital Resources Company Limited’s stake from 12.32 % to 11.20 %. Public float will rise from 81.56 % to 83.24 %.

Use of funds: 1. HK$75.00 million (50 %) for acquiring motor vehicles to support the group’s automobile retail, finance-lease and outright sales businesses, with full deployment targeted within 12 months. 2. HK$75.00 million (50 %) for general working capital of operating subsidiaries, also expected to be utilised within 12 months.

The placing is on a best-effort basis to not fewer than six professional or institutional investors. Completion is conditional on customary market, regulatory and delivery requirements, and both the placing and the top-up subscription must close within 14 days of signing. The top-up shares will be issued under the unused general mandate granted on 18 June 2025, eliminating the need for further shareholder approval.

Quam Securities will receive a 0.5 % placing commission. Application for listing of the new shares will be made to the Stock Exchange. The announcement emphasises that completion may or may not occur and advises shareholders to exercise caution when dealing in XXF securities.