According to Zhitong Finance App News, Zhongxian Smart Qijia Holdings (08395) issued an announcement. On October 5, 2026, the buyer Qi-House Investment Group Limited (a direct wholly-owned subsidiary of the company) entered into a share sale agreement with the seller Dianshi Group Holdings Limited and the guarantor. The seller has agreed to sell shares and the buyer has agreed to buy the sale shares, at a cost of HK$52 million (including HK$10,000 relating to the sale of shares and HK$51.99 million relating to shareholder loan transfers). The price will be paid in cash. Sales shares refer to 10,000 common shares of the target company Dianshi Gold Industry Co., Ltd., which is equivalent to the total issued share capital of the target company.
According to the share sale agreement, the seller has agreed to sell, and the buyer has agreed to purchase the sale shares (equivalent to 100% of the issued shares of the target company; the target company holds 55% of the issued shares of Zhang's Precious Metals, while Zhang's Precious Metals holds 49% of Hongxin's issued shares through its wholly-owned subsidiary Sender), along with the transfer of shareholders' loans.
The Group intends to consolidate and invest in existing businesses while seeking new business opportunities. Through the acquisition, the Group will be able to indirectly participate in Zhang's Precious Metals (including Hongxin). The acquisition will broaden the Group's business portfolio by indirectly involving the Group in precious metals refining, gold and silver bar trading platforms and testing services. The move also helped the Group achieve the goal of establishing a fully integrated gold processing and trading business (covering Hong Kong Gold Exchange membership, physical gold trading and refining business). This is also in line with the Group's recent investment in TGX and participation in the modernization of the precious metals market in Hong Kong. The Hong Kong Government has been promoting Hong Kong's development as a regional gold reserve hub and international gold trading center, including expanding gold storage capacity, developing gold trading and settlement infrastructure, and strengthening connectivity with the mainland Chinese precious metals market. Hong Kong's gold market infrastructure is also continuing to develop to support the storage, trading and settlement of physical gold, and Hong Kong's physical gold futures market can also be settled through an authorized depository.
The acquisition provides an opportunity for the Group to expand into the precious metals refining and trading sector and directly participate in Hong Kong's growing gold and precious metals ecosystem. The company is currently in contact with the sovereign entity to attract its refining and trading business. Related diversification can also enable the Group to develop additional revenue streams and reduce dependence on any single business segment. Furthermore, the acquisition can complement the Group's indirect investment in TGX by making good use of the respective businesses and capabilities of Zhang's Precious Metals, Hongxin and TGX to cooperate with the Group in developing precious metals-related businesses.
Furthermore, on October 5, 2026, the placement agent entered into a placement agreement with the company. According to this, the placement agent conditionally agreed to act as a company agent to induce no less than six undertakers to subscribe for no less than 50 million shares and a maximum of 100 million shares at a placement price of HK$1.50 per share. Placed shares will be allocated and issued in accordance with a general mandate. The maximum number of 100 million shares under the placement is equivalent to approximately 5.33% of the total number of issued shares expanded through allotment and issuance of placed shares. The placement price of HK$1.50 per share was discounted by 15.7% compared to the closing price of HK$1.78 per share reported on the Stock Exchange on the last trading day.
It is anticipated that the maximum total proceeds and net proceeds from the placement will be approximately HK$150 million and HK$148 million respectively. The company plans to use the net proceeds from the placement mainly to pay part of the costs under the share sale agreement and Jin Jun's acquisition, totaling approximately HK$53.8 million; and the Group's general working capital of approximately HK$20 million. If more than 50 million shares are placed, the net additional proceeds will be used for the development of the Group's existing business and future acquisitions.