A list of legally binding clauses agreed upon regarding the proposed acquisition of bitcoin mining machines by DL Holdings GP (01709).

DL HOLDINGS GP (01709) announced on September 15, 2025 (after trading hours) that the company has entered into a term sheet with Fortune Peak regarding the proposed acquisition of Bitcoin mining machines. This includes the acquisition of 2,200 S21XP HYD Bitcoin mining machines at a cost of $21.8526 million, with a total hash rate of approximately 104.06 million TH/s. The payment will be made through (i) convertible bonds valued at $21.8526 million (in equivalent Hong Kong dollars), (ii) 40 million warrants, and (iii) 13.4425 million profit shares to be issued by the company upon meeting profit conditions. If the proposed acquisition is successful, it will signify the company's move towards becoming a leading Bitcoin mining company listed on the Hong Kong Stock Exchange, strengthening its strategic position in the digital asset market. Through this proposed acquisition, the company will acquire around 2,200 of the latest generation S21XP HYD Bitcoin mining machines. Bitcoin is often referred to as digital gold, possessing inherent scarcity, decentralization, and value storage characteristics, attracting institutional investors and promoting its long-term appreciation potential. By increasing its in-house Bitcoin mining capacity, the group aims to enhance the proportion of digital assets in its balance sheet, thus strengthening asset diversification and risk resilience. The proposed acquisition aligns well with the group's three-stage digital financial ecosystem strategy and previous fundraising plans, which will use the proceeds from the placement for expanding digital financial businesses (including Bitcoin mining operations). The company anticipates that these Bitcoin mining machines will generate significant Bitcoin income, contributing to the group's Bitcoin reserves, income diversification, and sustainable growth. Furthermore, the payment structure involving convertible bonds, warrants, and profit shares is tied to operational performance and market incentives, helping to promote value creation in the group's Bitcoin mining business and aligning the interests of the contracting parties. The board believes that if the proposed acquisition is successful, it is expected to strengthen the group's competitive position in the digital asset field, support its long-term business development, and create lasting value for shareholders.