OSL GROUP (00863) announced that on January 28, 2026 (after trading hours), the Company, the seller Crown Research Investments Limited, and the sole placing agent entered into a placing and subscription agreement. Pursuant to the agreement, (i) the seller has agreed to sell, and the sole placing agent has agreed to act as the seller's agent, to use its best efforts to procure not fewer than six placees to purchase the placing shares at the placing price of HK$14.90 per share; and (ii) the seller has conditionally agreed to subscribe, and the Company has conditionally agreed to allot and issue the top-up subscription shares at a top-up subscription price of HK$14.90 per share (which is equal to the placing price) under the general mandate. The placing price represents a discount of approximately 17.2% to the closing price of HK$18.00 per share on the Stock Exchange on the last trading day. Assuming all placing shares are successfully placed, the 105 million placing shares represent approximately 13.2% of the Company's existing issued share capital as of the date of this announcement and approximately 11.6% of the Company's issued share capital as enlarged by the allotment and issue of the top-up subscription shares. The gross proceeds from the top-up subscription are expected to be approximately HK$1.56 billion, while the net proceeds, after deducting all related fees, costs, and expenses, are estimated to be approximately HK$1.55 billion.