Phancy Group Co., Ltd. (PHANCY) has signed a placing agreement with China International Capital Corporation Hong Kong Securities and Huatai Financial Holdings (Hong Kong) to issue up to 38.80 million new H shares under its existing general mandate.

Placement details • Placing price: HK$40.36 per H share, representing – 11.95% discount to the 21 April 2026 closing price of HK$45.84, – 6.03% discount to the five-day average of HK$42.95, – 6.39% premium to the 30-day average of HK$37.93.

• Shares offered equate to 12.09% of issued H shares and 7.47% of total issued shares before placement; post-issue, they will represent 10.79% of H shares and 6.95% of total shares.

Proceeds and use of funds • Gross proceeds: approximately HK$1.57 billion. • Net proceeds (after fees and expenses): approximately HK$1.56 billion, or HK$40.09 per share. • Allocation of net proceeds: – 80% to acquire heterogeneous AI computing equipment based on GPUs to support the Group’s API infrastructure. – 20% to global business expansion and potential acquisitions of technology service providers, split 40% for expansion and 60% for acquisitions related to embodied intelligence and vertical industries.

Mandate and timetable • No additional shareholder approval is required; the issuance falls within the 98.62 million-share general mandate granted at the 26 June 2025 AGM. After an earlier 25.90 million-share placement in August 2025, the mandate had 72.72 million shares remaining, more than covering this placement. • Completion is subject to standard conditions, including Stock Exchange listing approval and PRC regulatory filings. The placing may be terminated if conditions are not met by 29 April 2026.

Post-placement shareholding • Total shares outstanding will rise from 519.68 million to 558.48 million. • Public float will remain above the 25% threshold; none of the placees will become a substantial shareholder.

Lock-up PHANCY has agreed not to issue additional shares for 90 days after completion, other than the current placement.

Regulatory filings The company will file the required documentation with the China Securities Regulatory Commission upon completion and has applied to list the new shares on the Hong Kong Stock Exchange.

Investors are advised to note that the placement remains conditional and may not proceed if the stipulated terms are not fulfilled.