CL Group (Holdings) Limited (the “Company”) has entered into a Loan Agreement on 11 February 2026 through its wholly owned subsidiary, CLC Finance Limited (the “Lender”). The Borrower is Team Swift Limited, which is wholly owned by Goldway Education Group Limited (listed on GEM) as its Ultimate Beneficial Owner.

Under the agreement, a loan facility of HK$8 million is granted for 12 months from the drawdown date, bearing an interest rate of 10% per annum, payable monthly. The loan is secured by a legal charge/mortgage over two commercial properties in Hong Kong.

The Company is principally engaged in securities brokerage, trading and advisory services, as well as margin and other loan financing. The Directors confirm that the transaction has been negotiated on arm’s length terms and is in the ordinary course of the Company’s business.

For the purposes of the GEM Listing Rules, certain applicable percentage ratios exceed 5% but are less than 25%, classifying the arrangement as a discloseable transaction under Chapter 19. It is therefore subject to the reporting and announcement requirements under the GEM Listing Rules.