DL HOLDINGS GP plans to acquire Bitcoin mining machines and BM mining machines

According to the announcement from DL HOLDINGS GP (01709), on September 28, 2025, the company entered into a formal agreement with the seller Evergreen Wealth for the acquisition of Bitcoin mining machines. Under this agreement, the company conditionally agreed to purchase and the seller conditionally agreed to sell 2,200 units of S21XP HYD Bitcoin mining machines, with a total cost of USD 21.8526 million. The payment for the Bitcoin mining machines will be made through the issuance of the following: a convertible bond with a principal amount of USD 21.8526 million; 40 million warrants; and upon meeting profit conditions, the company will issue 13.4425 million profit shares. On September 28, 2025, the company also signed letters of intent with BM1 and BM2 regarding the proposed acquisition of BM mining machines (including 1,900 units of BM mining machine 1 and 1,095 units of BM mining machine 2), with total BM costs of USD 8.349 million and USD 10.8766 million, respectively. The board believes that entering into the formal agreement for Bitcoin mining machines and signing letters of intent with BM1 and BM2 are strategic measures taken by the group to enhance its competitive advantage and core business in the fields of digital assets, blockchain, and Bitcoin mining. The acquisition of Bitcoin mining machines and the proposed BM acquisition will enable the group to obtain industry-leading Bitcoin mining hardware, directly supporting the group's ambition to become the first listed "Bitcoin computing power stock" in Hong Kong, with a total computing power of approximately 2,100,000T over three years, a target annual production capacity of about 350 Bitcoins, and a planned reserve of over 1,000 Bitcoins. By acquiring a total of 5,195 advanced Antminer S21XP Hyd./S21e Hyd./S21e XP Hyd. mining machines, the group will achieve a significant position in the Bitcoin mining capacity field. Signing legally binding letters of intent with BM1 and BM2 will also help the company acquire high-quality mining machines located in premium hosting sites, which is crucial for optimizing operational efficiency and ensuring uninterrupted mining activities. These premium locations provide reliable power supply, cooling infrastructure, and network connectivity, which are essential for maintaining competitive mining output and safeguarding asset value. Furthermore, the board believes that entering into the formal agreement for Bitcoin mining machines and letters of intent will bring long-term financial returns and value to shareholders. The acquisition of Bitcoin mining machines and the proposed BM acquisition will solidify the group's leadership position in the Bitcoin mining business among listed companies in Hong Kong, create diversified revenue sources, and enable the group to seize rapidly expanding opportunities in the digital assets and blockchain fields