DL Holdings x Bitmain/Antalpha Miner: Hong Kong's First Bitcoin Hashrate Stock

DL Holdings will acquire the latest-generation, top-efficiency Bitcoin mining machines via the issuance of Convertible Bonds, fully entering the Bitcoin mining sector with the aim of becoming the Hong Kong capital market's leader in both Bitcoin hashrate and reserve. The Company targets annual production of ~200 BTC and, over the next two years, seeks to become the Hong Kong-listed "first Bitcoin hashrate stock" with a reserve target of over 4,000 BTC.

The ultimate controller of Fortune Peak previously served as Chief Investment Officer at Antalpha Capital (BVI) Limited, bringing extensive digital-asset investment and operational experience as well as a deep understanding of the industry's technology and operations.

Partnering with the controller who formerly served as Antalpha's CIO gives DL access to high-end mining hardware and the broader ecosystem of an industry leader. This will help ensure competitive hosted deployment and operations for DL's miners, supporting stable, efficient mining.

DL Holdings will acquire 2,200 S21XP HYD Bitcoin miners, with a total hashrate of approximately 1,040,600 TH/s. The total consideration is US$21,852,600, to be paid by issuing zero-coupon Convertible Bonds. The initial Conversion Price is HK$3.17 per Share, representing approximately an 8.65% discount to the 5-day average closing price before the announcement date. The Convertible Bonds will have a two-year lock-up period, during which they cannot be transferred without the Company's consent, and the Conversion Shares will also be subject to a two-year lock-up.

In addition, as part of the consideration, DL Holdings will issue 40,000,000 Warrants at an initial Exercise Price of HK$3.80 per Share, representing approximately a 9.51% premium to the 5-day average closing price before the announcement date. The Warrants will have a two-year exercise period, and 50% of the Warrant Shares issued upon exercise will be subject to a six-month lock-up. Furthermore, upon achieving agreed performance targets, DL Holdings will issue up to 13,442,451 Earn-out Shares, as incentives to the counterparty to ensure stable operation and efficient delivery of hashrate.

This structure optimizes capital allocation, uses clearly locked instruments to bind long-term interests, and provides a robust financial and operational foundation for DL Holdings' expansion into Bitcoin mining.

As "digital gold," Bitcoin accounts for roughly 55%–58% of the total crypto market capitalization and, as of September 2025, has a market value around US$2.29 trillion, ranking roughly 5th among global assets. Owing to its scarcity, decentralization, and store-of-value attributes, it has been recognized by governments and institutions as a strategic allocation with long-term preservation and appreciation potential. The U.S. government reportedly holds ~198,000 BTC, and the U.K. holds over 60,000 BTC. Leading fund houses including BlackRock and Fidelity have launched Bitcoin ETFs, drawing significant institutional flows. Technology leaders such as Elon Musk and Jack Dorsey have also publicly acknowledged holding Bitcoin and its long-term potential. Through self-mining, DL plans to acquire Bitcoin directly, increasing the weight of digital assets on its balance sheet and enhancing diversification and risk resilience.

Amid accelerating global digitalization, investing in Bitcoin mining can provide recurring cash flows and bolster market confidence, offering potential long-term support to the Company's share price. The Convertible-Bond-funded miners are expected (management plan) to generate up to ~200 BTC per year, roughly US$20 million in revenue at illustrative pricing assumptions, supporting growth while preserving financial flexibility. DL also plans to scale out mining capacity and ecosystem participation, with an additional ~200 BTC per year as a planning target. Leveraging the partner's industry resources, DL targets, within two years, to become the largest Bitcoin mining company among Hong Kong-listed peers—with 4,000+ BTC in reserve and sustained, efficient digital-asset output.

Moreover, the Company will (as part of the overall consideration) issue 40,000,000 Warrants to deepen strategic cooperation and has established earn-out incentives tied to operational stability, hashrate delivery, and share-price performance. If targets are achieved, the Earn-out Shares will be issued, further aligning interests and jointly advancing the mining business.

William Li, Partner at DL Holdings, commented: "Bitcoin mining has evolved into a mature, stable, real-economy industry with a clear and sustainable profit model. As 'digital gold', Bitcoin's anti-inflation and value-preservation attributes are increasingly recognized by institutions. This strategic move optimizes our asset structure and aims to deliver long-term, stable returns for shareholders—an integral piece of DL's digital-finance ecosystem."

DL is simultaneously accelerating its digital-asset layout, advancing a three-phase plan for a comprehensive digital-finance ecosystem. In August 2025, DL raised over HK$650 million, earmarked for digital-finance growth—strategic acquisitions, RWA tokenization plans, Bitcoin mining, and building a virtual-asset trading network. In parallel, DL's strategic investee Asseto has launched its flagship product CASH+ on BNB Chain, the first derivative token of an Asian asset-management USD money-market strategy issued on BNB Chain. Looking ahead, DL will continue to leverage its capital-markets experience and compliance framework, working with ecosystem partners to provide more efficient and transparent financial-product experiences for institutions and investors.

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The issuer is solely responsible for the content of this announcement.