DL Holdings to subscribe shares in Youngtimers AG for strategic investment

DL Holdings Group Limited, an investment holding company, has entered into a legally-binding term sheet with Youngtimers AG (YTME) for an intended subscription of shares. Under the agreement, DL Holdings will subscribe for 19,047,618 YTME Subscription Shares at CHF0.42 per share, totaling $10.0 million. The consideration will be satisfied partly by $3.0 million in cash and $7.0 million through the allotment and issuance of 17,901,639 Consideration Shares by DL Holdings to YTME at HK$3.05 per share.

Upon completion, DL Holdings will hold approximately 7.76% of YTME’s enlarged issued share capital, and YTME will hold approximately 0.885% of DL Holdings’ enlarged issued share capital. DL Holdings will also receive a call option to acquire an additional 3,809,523 shares in YTME for approximately $2.0 million. The YTME Subscription Price represents a discount of 39.57% to YTME's closing price on November 12, 2025.

The board of DL Holdings considers this strategic investment will expand its global asset management footprint, enhance its presence in Europe and Asia-Pacific, and strengthen collaboration with YTME Group. The transaction is subject to a formal agreement and various conditions precedent, including regulatory approvals. DL Holdings will be entitled to nominate one director to the board of YTME.