CIFI Holdings Group (00884) announced that on September 26, 2025 (after trading hours), the Company entered into a commitment letter with LMR regarding a proposed transaction. The Company and LMR intend to enter into and implement the proposed transaction to achieve the following commercial objectives:

(a) Sale of Yongsheng (01995) shares: The Company will sell to LMR its interest in 142.4 million Yongsheng shares, with the number of Yongsheng shares to be sold subject to adjustment through negotiation between the Company and LMR to reflect any dilutive events;

(b) Sale price: The Company will sell at a price of at least HK$1.936 per Yongsheng share, equivalent to 110% of the closing price per Yongsheng share on September 25, 2025, with LMR acquiring such Yongsheng share interests at that price;

(c) Returns: The proposed transaction or any component thereof shall be structured to ensure LMR receives at least 7% annual return on the total consideration for the acquisition described in paragraph (b) above (with the form of return to be negotiated between the Company and LMR);

(d) Credit enhancement arrangements: The proposed transaction is expected to benefit from credit enhancement arrangements involving or referencing approximately 264 million Yongsheng shares (being the number of Yongsheng shares beneficially held by the Company as of the date of this announcement minus the number of Yongsheng shares described in paragraph (a) above). For the avoidance of doubt, except for actual fraud, gross negligence or willful misconduct, the Company's total liability under the proposed transaction shall not exceed the sum of: (i) the total consideration for the Company's disposal described in paragraph (b) above; (ii) the returns described in paragraph (c) above; and (iii) any other fees, costs and expenses payable under the transaction documents (which are expected to be immaterial);

(e) Term: The proposed transaction shall have a term of at least 364 days and may be extended by LMR's option for up to three years;

(f) Non-participation in management: For LMR, the proposed transaction is purely a financial investment and part of an equity growth strategy centered on future share price appreciation of Yongsheng. LMR has no intention and will not seek to participate in Yongsheng's management, nor will it enter into any agreements or other arrangements with Yongsheng to obtain board seats, any other management rights, or special rights not enjoyed by other Yongsheng shareholders;

(g) Prohibition on short selling and securities lending: LMR shall not, directly or indirectly: (i) engage in transactions for its own benefit or that of any third party that constitute or result in "short selling" of Yongsheng shares (or any other transaction type that would have equivalent economic effect on LMR); or (ii) lend, transfer or dispose of any Yongsheng shares during the period specified in the transaction documents; and

(h) Transaction parties: References to "the Company" or "LMR" in the terms under the heading "Commercial Objectives" shall include one or more of their respective associates (as the case may be).

Under the scheme, a precondition for the restructuring effective date is that the Company must have sufficient funds to fulfill payment obligations to creditors and various third-party institutions. Given the Group's limited available cash, the Group must raise additional funds to satisfy the above precondition for the restructuring effective date to be achieved. The Company has identified its indirectly held Yongsheng equity as a liquid asset available for financing purposes. However, bulk disposal of its Yongsheng holdings would only be possible at a significant discount. Such disposal would result in value destruction and would not be in the interests of the Company, the Company's shareholders, or the Company's creditors. In contrast, entering into the commitment letter for the proposed transaction enables the Company to effectively achieve its liquidity objectives while avoiding the significant discount and negative market impact associated with bulk disposal of listed securities.

The estimated total proceeds from the proposed transaction are approximately HK$276 million. Such proceeds will be treated as disposal proceeds for the Company's restructuring of offshore debts and liabilities. Under the scheme, it is currently expected that the Group will use the net proceeds from the proposed transaction to make required payments to creditors and third-party institutions on or before the restructuring effective date.