Xingkai Holdings (01726) plans to sell True Victor shares for sale and transfer True Victor loans for sale

According to the Zhitong Finance App, Xingkai Holdings (01726) announced that on September 29, 2026, the Company entered into a True Victor sales agreement with the True Victor buyer. The True Victor buyer has agreed to purchase and the Company has agreed to sell True Victor shares for sale and the transfer of True Victor's loan for sale at a cost of HK$2502.6 million; and

The Company has concluded a Wonder Time sales agreement with the Wonder Time buyer. The Wonder Time buyer has agreed to purchase and the Company has agreed to sell Wonder Time shares for sale and transfer Wonder Time loans at a cost of HK$500,000, each in accordance with the terms and conditions set forth in the relevant sales agreement.

After the sale is completed, the Group will no longer own any interest in the Target Group, and the Target Group's financial performance, assets and liabilities will no longer be comprehensively included in the Group's consolidated financial statements.

True Victor's main business is investment holding. True Victor Group's main business is to provide trading platform business and escrow services.

BGE is an indirect wholly-owned subsidiary of True Victor and is mainly engaged in the business of providing trading platforms. BGE is a licensed corporation authorized to carry out Type 1 (Securities Trading) and Type 7 (Provision of Automated Trading Services) regulated activities under the Securities and Futures Ordinance. BGE also holds a license issued under section 53 ZRK (1) of the Anti-Money Laundering Regulations to provide services for operating virtual asset trading platforms.

Since True Victor Group was granted a virtual asset trading platform license, the target group has yet to generate significant revenue. As the number of Hong Kong trading platforms continues to grow and competition intensifies, target groups will need to carry out large and continuous marketing and promotion expenses to effectively launch and expand their business, but there is no guarantee that they can acquire and retain users or convert revenue. The current promotion budget for the first three years of the fintech platform business was over HK$30 million per year. Furthermore, the operating costs associated with the target group operating the fintech platform business itself are high because the business is capital-intensive and requires continuous investment in technical, compliance and IT talents. Over the past few years, the company has needed to continue to seek external debt and equity financing to develop the fintech platform business. Based on the increased market competition, operating pressure and the company's financial situation, the directors believe that significant additional external financing through debt and/or equity financing will continue to be needed to fund marketing activities to acquire users and maintain their continuous technology upgrades, regulatory compliance and talent retention. Relying on debt financing increases the Group's financial costs and leverage ratio. Equity financing, on the other hand, can cause dilution effects or financial burdens on existing shareholders. Capital requirements, combined with uncertainty about the return on such investments, constitute the reason for the sale.

The sale enabled the Group to utilize True Victor Group's valuation and Wonder Time Group's financial position to monetize the target group's investment at a reasonable price. Wonder Time Group is an internal service group that only provides support services to True Victor Group; it is not an independent business. Therefore, the sale of Wonder Time was carried out in conjunction with the sale of True Victor. Furthermore, the sale enabled the Company to recoup its previous investment in the business and exit a capital-intensive and volatile business. The fintech business is known for its market volatility. Serious structural fluctuations in the broad cryptocurrency market and increasingly stringent licensing standards triggered by the past few years have gradually fundamentally changed the economic benefits of the industry, transforming the fintech business into a highly capital-intensive operation with declining profit margins. In 2026, the global cryptocurrency industry faced another major adjustment, drastically reducing the total market value in the face of interest rate sensitivity and cooling valuations, thereby limiting the industry's growth prospects and bringing uncertainty to the industry's recent development. Significant uncertainties and risks relating to the future development of the Group's fintech platform business remain. By selling this business, the company can eliminate recurring capital expenses and operating expenses associated with the business, thereby freeing up and reallocating financial and management resources to strengthen its other core businesses, which have more predictable revenue streams and lower regulatory risks.