XXF Group Holdings Limited (XXF) disclosed that its indirect wholly owned subsidiary, XXF Group, and certain affiliates (collectively, the “Lessees”) signed new sale-and-leaseback agreements with Volkswagen Finance (China) Co., Ltd. (the “Lessor”) on 19 August 2026.

Under the latest agreements, the Lessees will sell automobiles (the “Leased Assets”) to the Lessor for RMB4.70 million and immediately lease them back for 48 months. Total rent over the term amounts to RMB5.09 million, comprising the RMB4.70 million lease principal and RMB0.39 million in interest. Upon completing all payments, the Lessees may repurchase each vehicle for RMB1.

Chairman and CEO Mr Huang Wei has issued personal guarantees covering up to RMB472.50 million for liabilities arising from the new and previous sale-and-leaseback contracts. The guarantees are on normal commercial terms, unsecured by Group assets, and are exempt from connected-transaction disclosure requirements under Listing Rule 14A.90.

From 4 January to 23 July 2026, XXF had already entered into 2,294 similar agreements with the same Lessor, involving a cumulative lease principal of RMB184.89 million and total rent of RMB199.61 million. Aggregating these with the new tranche lifts the overall lease principal to RMB189.59 million and aggregate rent to RMB204.70 million. The highest applicable percentage ratio now exceeds 25% but remains below 75%, classifying the transaction as a “major transaction” under Chapter 14 of the Hong Kong Listing Rules. Consequently, shareholder approval via an extraordinary general meeting (EGM) is required.

Management stated that the sale-and-leaseback structure broadens financing channels, optimises capital structure, and provides working capital for vehicle procurement. For accounting purposes, the deals are treated as financing arrangements: the vehicles remain on XXF’s balance sheet, lease principals are recorded as borrowings, and interest is recognised as finance costs. No material immediate gain or loss is expected.

The company intends to dispatch a circular with full details and convene the EGM on or before 9 September 2026 to seek shareholder approval for the transaction.