XXF Group Holdings Limited has signed a Placing and Subscription Agreement on 13 May 2026 to place 154.69 million existing shares and issue an equal number of new shares under its general mandate. The combined gross proceeds are estimated at HK$126.80 million, with net proceeds of approximately HK$126.00 million after fees and expenses.

The transaction price is HK$0.82 per share, representing a 2.38% discount to the last close of HK$0.84 and a 3.53% discount to the five-day average of HK$0.85. Net placement proceeds equate to about HK$0.81 per share. Quam Securities Limited acts as placing agent and will place the shares on a best-effort basis to at least six independent professional or institutional investors.

The 154.69 million shares equal 9.09% of XXF’s current issued share capital and 8.33% of the enlarged share base post-subscription, increasing total shares outstanding from 1.70 billion to 1.86 billion.

Seller Glorypearl Capital Resources Company Limited—wholly owned by Chairman and CEO Mr. Huang Wei—will reduce its stake from 11.20% to 2.11% upon completion of the placing and will restore it to 10.27% after receiving the new shares. Public float will rise from 83.24% to 84.63% after both steps.

Proceeds will be devoted entirely to procuring motor vehicles to support XXF’s automobile retail and finance, automobile-related leasing, outright car sales, and overseas expansion, with full deployment targeted within 12 months.

The new shares will be issued under the residual 154.69 million-share general mandate approved on 18 June 2025; therefore, no additional shareholder vote is required. Listing approval for the new shares is being sought from the Stock Exchange.

Completion of both the placing and the top-up subscription remains subject to customary conditions, including successful placement of the shares and approval for listing of the new shares. Shareholders and investors are cautioned that the transaction may or may not proceed to completion.