DL Holdings GP (01709) plans to offer a discount of approximately 11.34% on the preferential rights issue, raising approximately HK$761 million in net proceeds.

DL HOLDINGS GP (01709) has announced that on October 21, 2025 (before trading hours), the company, the sellers (DA Wolf and Chen Ningdi), and the placing agent entered into a placing and subscription agreement. According to this agreement, (i) the sellers have agreed to sell, and the placing agent has agreed to act as the sellers' agent to endeavor to persuade at least 6 placees to subscribe for the placing shares at a placing price of HK$3.05 per share, and (ii) the sellers have conditionally agreed to subscribe, and the company has conditionally agreed to allot and issue subscription shares at a subscription price of HK$3.05 per share equal to the placing price to the sellers based on the general mandate along the basis of 'older investors first' (and the number of such subscription shares shall be equal to the number of placing shares actually placed by the placing agent under the placing and subscription agreement). The placing shares represent approximately 13.16% of the enlarged issued share capital of the company after the completion of the subscription of "older investors first" shares (excluding treasury shares). The placing price is HK$3.05 per share, representing a discount of approximately 11.34% to the closing market price of HK$3.44 per share on the Stock Exchange on October 20, 2025. After deducting all relevant expenses, costs, and fees related to the placing and subscription matters, the estimated net proceeds from the subscription of "older investors first" shares are expected to be approximately HK$761 million. The net estimate of the subscription price after deducting these expenses, costs, and fees is approximately HK$2.98 per share. On October 21, 2025 (before trading hours), the company entered into a subscription agreement with the subscriber Evergreen Wealth Investment Limited. According to the terms and conditions of the subscription agreement, the company has conditionally agreed to allot and issue, and the subscriber has conditionally agreed to subscribe for subscription shares at a subscription price of HK$3.05 per share. Upon completion of the subscription, the company will allot and issue a maximum of 63.803 million new shares to the subscriber in accordance with the terms and conditions of the subscription agreement. The maximum number of subscription shares (i.e. 63.803 million shares) represents approximately 3.65% of the enlarged issued share capital of the company after the subscription of the subscription shares (excluding treasury shares) (assuming that the company has not issued any shares other than the subscription shares before the completion of the scription). The subscription price is HK$3.05 per share, representing a discount of approximately 11.34% to the closing market price of HK$3.44 per share on the Stock Exchange on October 20, 2025. After deducting all related expenses, costs, and fees associated with the subscription matters, the estimated net proceeds from the subscription are expected to be approximately HK$194 million. Therefore, the net estimate of the subscription price after deducting these expenses, costs, and fees is approximately HK$3.04 per share. The subscription shares will be allotted and issued in accordance with the general mandate, and shareholder approval is required for the allotment and issue of the subscription shares. The total estimated proceeds from the placing and subscription agreements and the transactions under the subscription agreement are approximately HK$970 million. The company plans to use the net proceeds from the subscription of "older investors first" and subscription for the following purposes: (i) Expand its bitcoin mining and digital asset business. Approximately 56% of the net proceeds will be used to acquire, deploy, and optimize high-performance bitcoin miners and related infrastructure in several designated jurisdictions. (ii) Develop and tokenize RWA products. Approximately 24% of the net proceeds will be used to develop, architect, and construct the ecosystem of RWA products, primarily focusing on digital assets linked to gold in the XAU ecosystem. (iii) Strategic and diversified investments. Approximately 10% of the net proceeds will be used for strategic and diversified investment opportunities, including potential further investments in ONE Carmel high-quality residential projects, other strategic investments within the digital asset ecosystem, and/or mergers and acquisitions in the multi-family office and private equity sectors. (iv) General working capital. Approximately 10% of the net proceeds will be used for general working capital, including but not limited to operational and administrative expenses, rent and staff costs, and working capital management, to support the continued expansion of the business and governance compliance.