Shanghai XNG Holdings Limited Announces Termination of Placing of New Shares Under General Mandate

Key Points for Investors

• Placing Agreement Terminated: The Board of Shanghai XNG Holdings Limited (“the Company”) and the Placing Agent mutually agreed to terminate the Placing Agreement on 27 February 2026, after trading hours. This agreement had been referenced in a prior announcement dated 16 February 2026.
• Immediate Legal Impact: Following the termination, all liabilities between the Company and the Placing Agent relating to the agreement have ceased, with no further claims possible except for any breaches that occurred before termination.
• No Material Adverse Impact: The Directors assert that the termination will not have a material adverse impact on the Group’s business operations or financial position.
• Future Fund Raising Possible: The Company may consider future fund raising activities, depending on market conditions and the Group’s development needs. Investors should expect further announcements if new fundraising plans materialize.

Details & Implications for Shareholders

The termination of the placing of new shares under the General Mandate is a significant event for shareholders and potential investors. The placing would have involved issuing new shares, potentially diluting existing holdings but also raising capital for the Company. Its cancellation means:

• No Immediate Dilution: Shareholders will not face dilution from the placing at this time.
• No Immediate Capital Injection: The Company will not receive additional funds from the placing, which could have been used for growth or operational purposes.
• Potential Share Price Sensitivity: The market may react to both the cancellation of fund raising and the absence of dilution, depending on investors’ expectations regarding the Company’s capital needs and growth plans.

The Directors assure investors that the absence of the placing does not harm the Group’s financial health or business operations. However, the Company leaves open the possibility of future fund raising, indicating ongoing flexibility and responsiveness to market conditions.

Board Statement and Future Outlook

The announcement was signed by Gu Dorson, Executive Director, on behalf of the Board. As of 2 March 2026, the Board comprises four executive directors (Mr. GU Dorson, Mr. HE Qinghua, Ms. QIU Jiying, Mr. CUI Jinqiao), one non-executive director (Ms. GU Lina), and three independent non-executive directors (Ms. CHAN Sze Man, Mr. ZHANG Zhenyu, Mr. YAO Yafei).

The Company emphasizes its intention to monitor market conditions and the Group’s development, and will make further announcements if future fundraising activities occur. Shareholders and investors should stay alert for such updates, as they may affect the Company’s capital structure and share price.

Conclusion

The termination of the placing agreement is a notable event for Shanghai XNG Holdings Limited, with implications for capital raising, shareholder dilution, and future strategic flexibility. Investors should monitor the Company for further fundraising announcements and assess the impact of this decision on the Company’s growth and financial strategy.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research or consult a professional before making investment decisions. The Company and its advisers expressly disclaim any liability for losses arising from reliance on this information.

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