ZHONGHUA GAS (08246) proposes to subscribe for 17 Vbit shares at a premium of approximately 33.33%, increasing its shareholding to 27.35%.

ZHONGHUA GAS (08246) announces that on 7 October 2026 (after trading hours), Toff Global, a wholly-owned subsidiary of the Company, Vbit, and Mr. Hoon Heh entered into a subscription agreement, pursuant to which Toff Global conditionally agreed to subscribe for the subscription shares (i.e. 17 Vbit shares) at a consideration of US$1.18 million. As at the date of this announcement, Vbit is owned as to 85% by Mr. Hoon Heh and 15% by Toff Global. Upon completion, after enlargement by the allotment and issue of the subscription shares, Toff Global's equity interest in Vbit will increase to 27.35%. The consideration will be settled by Toff Global procuring the Company to allot and issue 10,459,100 consideration shares at an issue price of HK$0.88 per consideration share. The issue price represents a premium of approximately 33.33% over the closing price of HK$0.66 per share as quoted on the Stock Exchange on the date of the subscription agreement. The 10,459,100 consideration shares represent (i) approximately 1.77% of the Company's issued share capital as at the date of this announcement; and (ii) approximately 1.74% of the Company's issued share capital as enlarged by the consideration shares (assuming there is no other change in the total number of issued shares of the Company from the date of this announcement to the allotment and issue of the consideration shares). Today has been actively seeking diversification beyond traditional energy services, aiming to broaden its revenue base and enhance long-term growth prospects. Accordingly, Toff Global's subscription for additional equity interest in Vbit is both a strategic and financial move. Vbit holds a US Money Services Business (MSB) licence, authorising it to lawfully operate a cryptocurrency exchange, cross-border payments and related activities. The licence is widely recognised as a key regulatory qualification that enhances its credibility with banks, payment service providers and investors, while also supporting fundraising activities and consolidating brand trust. Vbit's management team further amplifies the Company's advantages by combining the rigour and discipline of institutional banking with advanced digital asset expertise. The team possesses senior executive experience in asset allocation, portfolio optimisation, payments, settlement and governance, ensuring that operations are built on rigorous financial controls and risk management. At the same time, the team has proven capabilities in digital asset trading and exchange operations, having successfully led product development and operations at a centralised cryptocurrency exchange. With an outstanding track record in IT development and fintech strategic execution, the team enables Vbit to seamlessly integrate traditional banking rigour with digital innovation. The subscription agreement further incorporates a profit guarantee mechanism linked to the issuance of the consideration shares, thereby providing Today with measurable returns and risk protection. Vbit's valuation has been independently assessed and confirmed by an independent valuer, and the Board has assessed that the terms of the transaction are fair, reasonable and in the interests of shareholders. By increasing its equity interest in Vbit, Toff Global strengthens its strategic cooperation with Vbit. The transaction is expected to enhance shareholder value by aligning Today with a high-growth industry and expanding its business footprint in the regulated digital finance sector. Accordingly, the Directors consider that the subscription agreement is fair and reasonable, is on normal commercial terms or better, and that the subscription and the issue of the consideration shares are in the overall interests of the Company and its shareholders.