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CIFI Holdings (Group) Co. Ltd. Share Issue/Capital Change 2026

Jan 6, 2026

49539_rns_2026-01-06_0dbb3e7d-3c80-4462-9077-061524771340.pdf

Share Issue/Capital Change

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FF301

HKEX

香港交易所

Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended: 31 December 2025

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: CIFI Holdings (Group) Co. Ltd. (Incorporated in the Cayman Islands with limited liability)

Date Submitted: 06 January 2026

I. Movements in Authorised / Registered Share Capital

1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 00884 Description
Number of authorised/registered shares Par value Authorised/registered share capital
Balance at close of preceding month 50,000,000,000 HKD 0.1 HKD 5,000,000,000
Increase / decrease (-) HKD
Balance at close of the month 50,000,000,000 HKD 0.1 HKD 5,000,000,000

Total authorised/registered share capital at the end of the month: HKD 5,000,000,000

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II. Movements in Issued Shares and/or Treasury Shares

1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 00884 Description
Number of issued shares (excluding treasury shares) Number of treasury shares Total number of issued shares
Balance at close of preceding month 10,509,202,397 0 10,509,202,397
Increase / decrease (-) 0 0
Balance at close of the month 10,509,202,397 0 10,509,202,397

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III. Details of Movements in Issued Shares and/or Treasury Shares

(A). Share Options (under Share Option Schemes of the Issuer) Not applicable

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(B). Warrants to Issue Shares of the Issuer
Not applicable
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(C). Convertibles (i.e. Convertible into Shares of the Issuer)

1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 00884 Description
Description of the Convertibles Currency Amount at close of preceding month Movement during the month Amount at close of the month Number of new shares issued during the month pursuant thereto (C1) Number of treasury shares transferred out of treasury during the month pursuant thereto (C2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month
1). Convertible bonds HKD 1,399,000,000 Cancelled -1,399,000,000 0 0 0
Type of the Convertibles Bond/Notes
Stock code of the Convertibles (if listed on the Exchange) (Note 1)
Subscription/Conversion price HKD 5.16
General Meeting approval date (if applicable)
2. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Stock code (if listed) 00884 Description
Description of the Convertibles Currency Amount at close of preceding month Movement during the month Amount at close of the month Number of new shares issued during the month pursuant thereto (C1) Number of treasury shares transferred out of treasury during the month pursuant thereto (C2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month
1). Mandatory convertible bonds USD 0 Issued 4,075,065,253 4,075,065,253 0 19,865,943,108
Type of the Convertibles Bond/Notes
Stock code of the Convertibles (if listed on the Exchange) (Note 1)
Subscription/Conversion price HKD 1.6
General Meeting approval date (if applicable) 31 October 2025

Increase in issued shares (excluding treasury shares): 0 Ordinary shares (CC1)

Decrease in treasury shares: 0 Ordinary shares (CC2)

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(D). Any other Agreements or Arrangements to Issue Shares of the Issuer, including Options (other than Share Option Schemes)

1. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
Stock code (if listed) 00884 Description
Description of other agreements or arrangements General Meeting approval date (if applicable) Number of new shares issued during the month pursuant thereto (D1) Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month
1). Resolutions have been passed at the extraordinary general meeting held on 31 October 2025 to grant a total of 2,441,286,035 award shares to four selected participants subject to such terms and conditions as set out in the circular dated 16 October 2025 31 October 2025 0 2,441,286,035
2. Class of shares Ordinary shares Type of shares Not applicable Listed on the Exchange (Note 1) Yes
--- --- --- --- --- --- --- --- --- --- ---
Stock code (if listed) 00884 Description
Description of other agreements or arrangements General Meeting approval date (if applicable) Number of new shares issued during the month pursuant thereto (D1) Number of treasury shares transferred out of treasury during the month pursuant thereto (D2) Number of shares which may be issued or transferred out of treasury pursuant thereto as at close of the month
1). According to Shareholder Loan Equitisation Agreement, Spectron Enterprises Limited had transferred to the Company its rights and obligations under shareholder loan and following such transfer, the shareholder loan will be extinguished and 1,314,654,997 new shares will be issued by the Company to Rosy Fortune Investments Limited at a conversion price of HK$0.4, subject to satisfaction of certain conditions including not triggering mandatory general offer under Takeover Code. 31 October 2025 0 1,314,654,997

Increase in issued shares (excluding treasury shares): 0 Ordinary shares (DD1)

Decrease in treasury shares: 0 Ordinary shares (DD2)

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(E). Other Movements in Issued Shares and/or Treasury Shares
Not applicable
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Total increase/ decrease (-) in issued shares (excluding treasury shares) during the month (i.e. Total of AA1 to EE1): 0 Ordinary shares
Total increase/ decrease (-) in treasury shares during the month (i.e. Total of AA2 to EE2): 0 Ordinary shares

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IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable

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V. Confirmations Not applicable

Submitted by: LO Tai On

Title: Company Secretary
(Director, Secretary or other Duly Authorised Officer)

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Notes

  1. The Exchange refers to The Stock Exchange of Hong Kong Limited.
  2. In the case of repurchase of shares (shares repurchased and cancelled) and redemption of shares (shares redeemed and cancelled), "date of event" should be construed as "cancellation date".

In the case of repurchase of shares (shares held as treasury shares), "date of event" should be construed as "date on which shares were repurchased and held by the issuer in treasury".

  1. The information is required in the case of repurchase of shares (shares repurchased for cancellation but not yet cancelled) and redemption of shares (shares redeemed but not yet cancelled). Please state the number of shares repurchased or redeemed during the month or in preceding month(s) but pending cancellation as at close of the month as a negative number.
  2. Items (i) to (viii) are suggested forms of confirmation. The listed issuer may amend the item(s) that is/are not applicable to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, or the treasury shares sold or transferred, no further confirmation is required to be made in this return.
  3. "Identical" means in this context:

  4. the securities are of the same nominal value with the same amount called up or paid up;

  5. they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
  6. they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

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