ZXZN QI-HOUSE (08395) intends to acquire the entire equity interest in Dianshi Gold Industry for a consideration of approximately HK$52 million.

ZXZN QI-HOUSE (08395) announces that on October 5, 2026, the buyer, Qi-House Investment Group Limited (a directly wholly-owned subsidiary of the Company), entered into a share sale agreement with the seller, Dianshi Group Holdings Limited, and the guarantor, pursuant to which the seller has conditionally agreed to sell and the buyer has conditionally agreed to purchase the sale shares, together with the shareholder loan transfer, for a consideration of HK$52 million (comprising HK$10,000 for the sale shares and HK$51.99 million for the shareholder loan transfer). The consideration will be paid in cash. The sale shares represent 10,000 ordinary shares of the target company, Dianshi Gold Industry Limited, equivalent to the entire issued share capital of the target company. Pursuant to the share sale agreement, the seller has conditionally agreed to sell and the buyer has conditionally agreed to purchase the sale shares (equivalent to 100% of the issued shares of the target company, which holds 55% of the issued shares of Cheung's Precious Metals, and Cheung's Precious Metals, through its wholly-owned subsidiary Sunder, holds 49% of the issued shares of Hongxin), together with the shareholder loan transfer. The Group intends to consolidate and invest in its existing businesses while exploring new business opportunities. Through the acquisition, the Group will be able to indirectly participate in Cheung's Precious Metals (including Hongxin). The acquisition will broaden the Group's business portfolio by enabling it to indirectly engage in precious metals refining, gold and silver bar trading platforms, and testing services. This will also help the Group achieve its goal of establishing a comprehensive integrated gold processing and trading business (covering Hong Kong Gold Exchange membership, physical gold trading, and refining operations). This is also consistent with the Group's recent investment in TGX and its participation in the modernization of the Hong Kong precious metals market. The Hong Kong government has been promoting Hong Kong's development into a regional gold reserve hub and international gold trading center, including expanding gold storage capacity, developing gold trading and settlement infrastructure, and strengthening connectivity with the mainland China precious metals market. Hong Kong's gold market infrastructure is also continuously developing to support the storage, trading, and settlement of physical gold, and Hong Kong's physical gold futures market can also be settled through recognized depositories. The acquisition provides an opportunity for the Group to expand into the precious metals refining and trading sector and to directly participate in Hong Kong's evolving gold and precious metals ecosystem. The Company is currently in discussions with sovereign entities with a view to attracting their refining and trading operations. Such diversification will also enable the Group to develop additional revenue streams and reduce reliance on any single business segment. In addition, the acquisition can create complementary effects with the Group's indirect investment in TGX by leveraging the respective businesses and capabilities of Cheung's Precious Metals, Hongxin, and TGX to align with the Group's development of precious metals-related businesses. In addition, on October 5, 2026, the placing agent entered into a placing agreement with the Company, pursuant to which the placing agent has conditionally agreed, as agent of the Company, to use its best efforts to procure not fewer than six placees to subscribe for not less than 50 million shares and up to 100 million shares at a placing price of HK$1.50 per placing share. The placing shares will be allotted and issued under the general mandate. The maximum of 100 million shares under the placing represents approximately 5.33% of the total number of issued shares as enlarged by the allotment and issue of the placing shares. The placing price of HK$1.50 per placing share represents a discount of 15.7% to the closing price of HK$1.78 per share as quoted on the Stock Exchange on the last trading day. The maximum gross proceeds and net proceeds from the placing are expected to be approximately HK$150 million and HK$148 million, respectively. The Company intends to apply the net proceeds from the placing primarily to pay part of the consideration under the share sale agreement and the Jinjun acquisition, totaling approximately HK$53.8 million; and approximately HK$20 million for the Group's general working capital. If the placing exceeds 50 million placing shares, the additional net proceeds will be used for the development of the Group's existing businesses and future acquisitions.