DL HOLDINGS GP (01709) further subscribed to 15.10% Class B membership interests of Carmel Reserve LLC.

DL Holdings GP (01709) announced that on September 16, 2025, the company entered into a subscription agreement with the target company Carmel Reserve LLC. The target company conditionally agreed to issue and distribute to the company (or its nominee) shares, and the company conditionally agreed to subscribe (or cause its nominee to subscribe) for subscription rights, equivalent to approximately 15.10% of the target company's existing issued B Class membership interests and approximately 13.12% of the target company's issued B Class membership interests after the subscription, for a price of approximately 10.32 million US dollars (equivalent to approximately 80.52 million Hong Kong dollars). Upon completion, the company will directly or indirectly hold approximately 32.97% of the issued B Class membership interests of the target company after the subscription. The target company is a limited liability company registered in Delaware, USA, primarily engaged in investment, construction, and development of a project called "ONE Carmel". This project is a super luxury residential project located in Carmel Valley, Monterey County, California, USA. The "ONE Carmel" project covers an area of 891 acres (approximately 3.6 square kilometers), located in Carmel Valley, Monterey County, California, with the potential to develop into a super luxury residential community consisting of 73 plots, averaging 4.38 acres (approximately 17,725 square meters) each. Carmel Valley is located in The Pacific coast of Monterey County, California, south of the San Francisco Bay Area. The project is situated between the two major economic and creative centers of the United States, the San Francisco Bay Area and Los Angeles. It is expected to be the latest large residential development project in Carmel Valley. After many years of effort, the first phase of the project is expected to be completed in 2026. The Board believes that the subscription represents an important strategic opportunity for the company to deepen its investment in the well-known luxury residential development project "ONE Carmel" in Carmel Valley, California. The Group first invested in the target company in 2020 and made additional debt investments in 2024 to support ongoing development. The subscription involves converting the Group's debt investment in the target company in 2024 into equity and injecting 8 million US dollars of new capital to further support the company's involvement in this high potential project. As disclosed in the announcements of the company dated August 7th and 12th, 2025, the company believes that "ONE Carmel" is a quality Real-World Asset (RWA) real estate asset with significant future tokenization potential, which will support the Group's efforts in innovative digital finance and blockchain. One of the core objectives is to develop "ONE Carmel" into a top-tier real estate community, integrating advanced Artificial Intelligence (AI) property management systems to enhance operational efficiency, resident experience, and asset value. To the knowledge, information, and belief of the Directors, the project covers 891 acres, plans to build 73 customized residences, located in a gated community focused on environmental conservation, boasting views of the sea and mountains, and designed by internationally renowned architects. "ONE Carmel" aims to meet the growing global demand for ultra-luxury, sustainable living spaces, particularly catering to high net worth individuals seeking unique legacy homes in prime locations. The development project features modern design, top-of-the-line facilities such as clubhouses, equestrian centers, and extensive trails, incorporating cutting-edge fiber optic technology that aligns with contemporary lifestyles and investment trends. The Board believes that by increasing the equity stake in the target company, the Group will enhance its potential for long-term capital appreciation and profit distribution from the project. This also aligns with the Group's strategy to expand its footprint in the US real estate market and diversify its asset base, complementing existing investments and family office operations. Overall, the Board believes that the subscription will bring sustainable value to shareholders through the financial returns generated by the project. In view of the above, the Directors (including independent non-executive Directors) believe that the terms of the subscription agreement are negotiated on commercial terms and are fair and reasonable for the Group, and entering into the subscription agreement is in the overall interest of the Company and its shareholders.