DL Holdings clarifies BTC mining acquisition details, amends circular

DL Holdings Group Limited has released a clarification announcement pertaining to its BTC Mining Machines Acquisition, which involves the issuance of convertible bonds, warrants, and earn-out shares. The announcement amends specific sections of a circular dated December 4, 2025.

One key clarification modifies the "Information of the Vendor" section on page 28 of the circular. It now states that Evergreen Wealth holds 63,803,000 shares, representing approximately 3.18% of the company's existing total number of shares in issue (excluding treasury shares) as of the Latest Practicable Date. Evergreen Wealth and Mr. Chiu are confirmed as independent third parties not connected with the company or its connected persons.

Furthermore, the "Specific Mandate and the EGM" section on page 36 has been amended. It now explicitly states that the vendor, directly interested in 63,803,000 shares (3.18%), has a material interest in the BTC Mining Machines Acquisition and the related transactions. Consequently, the vendor will be required to abstain from voting on resolutions related to the acquisition at the EGM. No other shareholder is deemed to have a material interest requiring abstention.