XXF Group Holdings Limited Announces Completion of HK\$151 Million Placing and Top-up Subscription

Date: 21 April 2026

Key Highlights

• Successful Placing and Subscription: XXF Group Holdings Limited (the “Company”, Stock Code: 2473) has completed the placing of 154,687,500 existing shares at HK\$0.98 per share through its Placing Agent, Quam Securities. The shares were placed to not less than six independent third-party investors, with none becoming a substantial shareholder as a result.
• Top-up Subscription: Following the placing, the Company issued and allotted an identical number of new shares (154,687,500) to Glorypearl Capital Resources Company Limited (the “Seller”), wholly owned by Mr. Huang Wei (Chairman, CEO, and Executive Director of the Company) at the same placing price of HK\$0.98 per share.
• Gross Proceeds & Net Proceeds: The total net proceeds raised from the Top-up Subscription, after deduction of all relevant fees, commissions, and expenses, amounted to approximately HK\$151 million.

Shareholding Structure – Significant Changes

The completion of the Placing and Top-up Subscription has resulted in notable changes to the Company’s shareholding structure. The table below summarises the impact:

Key Shareholder Impact: The shareholding of Mr. Huang Wei and his controlled entities was temporarily reduced during the placing but was restored after the Top-up Subscription. Importantly, the overall public float increased, potentially enhancing liquidity in the market.

Use of Proceeds – Detailed Allocation

The Company disclosed its strategic plan for the deployment of the HK\$151 million net proceeds as follows:

• Acquisition of Motor Vehicles: Part of the proceeds will be used for acquiring motor vehicles, directly supporting the Group’s core business operations.
• Supplementation of General Working Capital (approx. HK\$75 million):
  • Staff and Employee-Related Costs (HK\$25 million): To cover salaries, payroll, and personnel expenses for employees in both the PRC subsidiaries and Hong Kong headquarters.
  • Operating, Sales, and Marketing Expenditure (HK\$35 million): To fund ongoing operating expenses, including maintenance and logistics for vehicle inventory, sales outlet operations (rent, utilities, routine expenses), travel, and marketing (advertising, dealer/channel costs).
  • Tax and Statutory Payments (HK\$15 million): To meet regular tax and statutory payment obligations in the PRC.

The Company expects the net proceeds earmarked for general working capital to be fully utilised within 12 months. Any unutilised funds will be held in short-term interest-bearing deposits with licensed banks.

Potential Price-Sensitive Information

• Significant Capital Raising: The successful completion of the Placing and Top-up Subscription strengthens the Company’s capital base by over HK\$150 million, which can support expansion and operational stability. This could be viewed positively by the market as it enhances the Company’s financial flexibility.
• Increase in Public Float: The introduction of new independent shareholders and an increase in the public float may improve share liquidity, which is generally positive for the trading environment and may attract more institutional interest.
• No Change in Control: Despite the large placement, no new substantial shareholder emerged, and the principal shareholder’s (Mr. Huang Wei’s) interest remains significant, preserving continuity of control.
• Clear Use of Proceeds: The transparent breakdown of how funds will be used (operations, growth, and compliance) may reassure investors about prudent capital management.

Governance and Board Information

The Board comprises experienced executive, non-executive, and independent non-executive directors, jointly and severally accepting responsibility for the accuracy and completeness of this announcement.

• Executive Directors: Mr. Huang Wei, Mr. Ye Fuwei, Ms. Zhang Jinghua
• Non-executive Director: Mr. Liu Wei
• Independent Non-executive Directors: Mr. Wu Fei, Mr. Fung Che Wai, Anthony, Mr. Chen Shuo

Investor Takeaways

• The successful deal signals strong interest from independent investors and provides fresh capital for expansion and operations, which may support the Company’s growth ambitions and share value.
• The increase in public float, along with no change in control, offers a more balanced shareholder base and could boost market confidence.
• The clear allocation of proceeds toward operational growth and compliance supports the Company’s ongoing business stability and expansion strategy.

Disclaimer: This article is based on an official company announcement. It is not investment advice. Investors should conduct their own due diligence and consider their own circumstances before making any investment decisions. The author and publisher accept no liability for any loss arising from reliance on the information provided above.

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