（於開曼群島註冊成立的有限公司） （股份代號：863） 於二零二五年九月二十六日舉行之 股東特別大會之投票結果 董事會欣然宣佈，股東特別大會通告內所載全部決議案已於二零二五年九月二十 六日舉行之股東特別大會上正式通過。 茲提述OSL集團有限公司（「本公司」）日期為二零二五年九月八日的股東特別大會 （「股東特別大會」）通告（「股東特別大會通告」）及日期為二零二五年九月八日的通 函（「該通函」）。除非另有界定，否則本公告所用詞彙與該通函所界定者具有相同 涵義。 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 之 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部 或任何部份內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 OSL Group Limited OSL集團有限公司 由 於 贊 成 上 述 1 項 普 通 決 議 案 之 票 數 超 過 50 % ， 故 該 等 決 議 案 已 正 式 通 過 為 本 公 司之普通決議案。 本公司之香港股份過戶登記分處卓佳證券登記有限公司獲委任於股東特別大會擔 ...

OSL Group Limited OSL集團有限公司 (incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） (Stock Code 股份代號：863) NOTIFICATION LETTER 通知信函 25 September 2025 Dear Non-Registered Holder (Note 1) , OSL Group Limited (the "Company") — Notice of publication of 2025 Interim Report (the "Current Corporate Communications") on the Company's website The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at group.osl.com and the website of ...

OSL Group Limited OSL集團有限公司 (incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立的有限公司） OSL Group Limited (the "Company") — Notice of publication of 2025 Interim Report (the "Current Corporate Communications") on the Company's website The English and Chinese versions of the Company's Current Corporate Communications are now available on the Company's website at group.osl.com and the website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk respectively (th ...

Financial Performance - For the first half of 2025, the company's IFRS revenue reached HKD 195.4 million, a significant increase of 57.9% year-on-year, driven by organic growth, strategic acquisitions, and a notable surge in OTC trading volume [10]. - The adjusted non-IFRS revenue increased by 187.3% year-on-year, underscoring the company's operational efficiency and market leadership [10]. - The company reported a revenue increase of 57.9% year-on-year to HKD 195.4 million in the first half of 2025, driven by both organic growth and strategic acquisitions [19]. - The company reported revenue from digital assets and blockchain platform business of HKD 195.433 million for the six months ended June 30, 2025, compared to HKD 123.789 million for the same period in 2024, representing a growth of 58% [69]. - The company incurred a total loss of HKD 40.275 million for the period, compared to a loss of HKD 17.897 million in the previous year, indicating a significant increase in losses [70]. - The company reported a loss attributable to shareholders of HKD 40,200,000, compared to a loss of HKD 17,974,000 in the previous period [115]. Trading and Revenue Growth - Trading volume increased by 200.4% year-on-year to HKD 68.2 billion, highlighting the company's robust business model and sustainability [10]. - The newly launched OSL Pay generated approximately HKD 55.9 million in revenue during the first half of 2025, accounting for 28.6% of total revenue [19][21]. - Revenue from digital asset trading reached HKD 100,537,000, up from HKD 96,311,000, reflecting a growth of approximately 2.3% [109]. - The group reported a significant increase in SaaS service fee income to HKD 90,885,000 for the six months ended June 30, 2025, compared to HKD 25,312,000 in the prior year, representing a growth of over 258% [103]. Product Development and Launches - The launch of OSL Pay contributed approximately 28.6% to total revenue in the first half of 2025, marking a significant milestone in expanding from trading to payment services [11]. - The company announced the introduction of three flagship products: StableX for compliant stablecoin issuance and management, Tokenworks for real-world asset tokenization, and OSL BizPay for stablecoin payment services [12]. - The company launched three flagship products: StableX for stablecoin issuance, Tokenworks for real-world asset tokenization, and OSL BizPay for stablecoin payment services [20]. Global Expansion and Licensing - The company has made significant progress in expanding its global licensing footprint through strategic acquisitions, including obtaining comprehensive digital asset service licenses in Bermuda and acquiring a digital asset exchange in Indonesia [13][16]. - The company aims to strengthen its market leadership in Hong Kong while accelerating globalization and enriching its product line, seeking value-added global acquisition opportunities [14]. - The company confirmed a net digital asset income of HKD 13.1 million, down from HKD 64.9 million in the first half of 2024, reflecting market volatility [27]. - The company acquired Banxa Holdings Inc. to accelerate global expansion, which holds over 40 licenses in key markets [24]. Workforce and Operational Changes - The workforce is set to increase from 258 employees at the end of 2024 to 568 by June 30, 2025, focusing on frontline business, technology, and product positions to support growth strategies [14]. - The company expanded its team from 258 employees at the end of 2024 to 568 by June 30, 2025, to enhance its research and development capabilities [19]. Financial Position and Assets - As of June 30, 2025, the total assets amounted to HKD 21.188 billion, an increase from HKD 18.637 billion as of December 31, 2024 [47]. - Total liabilities increased to HKD 9.776 billion from HKD 5.794 billion as of December 31, 2024, resulting in a total equity of HKD 11.411 billion, down from HKD 12.844 billion [47]. - The cash and cash equivalents decreased to HKD 4.592 billion from HKD 6.353 billion as of December 31, 2024 [47]. - The proprietary digital asset balance for trading purposes increased to HKD 5.895 billion from HKD 4.066 billion as of December 31, 2024 [47]. Share Issuance and Financing - The company conditionally agreed to issue 187,600,000 new shares at HKD 3.80 per share, representing a discount of approximately 22.76% from the market price of HKD 4.92 on November 10, 2023 [49]. - The net proceeds from the January 2024 subscription amount to approximately HKD 712 million, with HKD 648 million already utilized by June 30, 2025 [50]. - The company completed a placement of 101,194,000 shares at HKD 14.9 per share, a discount of about 15.34% from the market price of HKD 17.6 on July 24, 2025 [51]. - The company reported a basic loss per share of HKD 0.03 for continuing operations, compared to HKD 0.02 in the previous year [70]. Corporate Governance and Compliance - The company has adopted the Corporate Governance Code to ensure high standards of corporate governance and accountability [188]. - The Audit Committee has been established in accordance with the listing rules and is responsible for reviewing the financial reporting procedures and internal control systems [190]. Stock Options and Incentives - The company has established a stock option plan to reward and incentivize eligible directors and employees, with no options granted during the period [36]. - The company has a share incentive plan that allows for the issuance of new shares up to 5% of the company's issued share capital [148]. - The company confirmed an expense of approximately HKD 57,000 related to stock options granted as of June 30, 2025 [156]. Digital Assets and Fair Value - The fair value of digital assets is determined based on active market transactions, with a classification of assets into three levels based on the reliability of input data used for valuation [95]. - The fair value of non-listed preferred shares increased to HKD 36,943,000 as of June 30, 2025, from HKD 33,034,000 as of December 31, 2024, reflecting a significant valuation change [93]. - Digital assets held by the group amounted to HKD 835,065,000 as of June 30, 2025, compared to HKD 823,784,000 as of December 31, 2024, indicating growth in digital asset holdings [96].

Group 1 - The cryptocurrency sector is experiencing significant declines, with Okex Chain (01499) down 5.13% to HKD 0.37, Guotai Junan International (01788) down 4.51% to HKD 4.87, and OSL Group (00863) down 4.45% to HKD 15.25 [2] - The China Securities Regulatory Commission (CSRC) has informally requested some brokerages to suspend their real-world asset (RWA) tokenization business in Hong Kong to enhance risk management and ensure that issuances are backed by real assets [2] - Hong Kong is actively working to establish itself as a digital asset hub, while China has prohibited cryptocurrency trading and mining since 2021 and recently required major brokerages to halt stablecoin research [2]

Group 1 - The cryptocurrency sector is experiencing significant declines, with notable drops in share prices for companies such as OKC Cloud Chain (down 5.13% to HKD 0.37), Guotai Junan International (down 4.51% to HKD 4.87), and OSL Group (down 4.45% to HKD 15.25) [1] - The China Securities Regulatory Commission (CSRC) has informally requested certain brokerages to suspend their real-world asset (RWA) tokenization activities in Hong Kong to enhance risk management and ensure that issuances are backed by real assets [1] - Hong Kong is actively working to establish itself as a digital asset hub, while China has prohibited cryptocurrency trading and mining since 2021 and recently instructed major brokerages to halt research on stablecoins [1]

Core Insights - OSL Group has successfully completed the acquisition of Indonesian digital exchange PT IDAX by issuing approximately 9.2662 million shares, allowing for rapid acquisition of a cryptocurrency trading regulatory license in Indonesia, thus accelerating its entry into the Indonesian market [1] Group 1: Acquisition and Market Entry - The acquisition provides OSL with a compliant platform, expanding its service offerings in Indonesia to emerging areas such as RWA and PayFi, with Indonesia projected to have the third-highest global focus on RWA in 2024, accounting for 10.1% [1] - OSL will leverage the brand recognition of PT IDAX's "KoinSayang" in Indonesia to conduct unified marketing and public relations, enhancing brand influence and attracting a broader customer base, thereby strengthening its market penetration in Southeast Asia's digital asset sector [1] Group 2: Synergies and Operational Efficiency - The acquisition is expected to generate synergistic value and operational efficiency by combining OSL's technological capabilities with PT IDAX's local resources, enabling the launch of more compliant financial service products [1] - OSL aims to utilize its global infrastructure to support blockchain technology development and compliance framework construction, solidifying its position as a leading compliant digital asset trading platform in Asia, which will continuously provide new revenue sources and user groups, enhancing its core competitive advantages and long-term value in the global digital asset industry [1]

Core Viewpoint - OSL Group (00863) has successfully met all conditions of a sale agreement, leading to the completion of the transaction on September 22, 2025, resulting in the company indirectly holding 90% of the issued shares of the target company [1] Group 1 - Following the completion of the transaction, the target company and its subsidiaries will become indirect non-wholly owned subsidiaries of OSL Group, with their financial performance consolidated into the group's financial statements [1] - According to the sale agreement, OSL Group issued 9.2662 million consideration shares at a price of HKD 12.68 per share, representing approximately 1.24% of the enlarged issued share capital post-issuance [1]

呈交日期： 2025年9月22日 FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： OSL 集團有限公司（於開曼群島註冊成立的有限公司） 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 | 是 | | | | 證券代號 (如上市) | 00863 | 說明 | | | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | 庫存股份變動 | | | | | ...

Group 1 - OSL Group has completed all conditions precedent for the sale agreement, with completion set for September 22, 2025 [1] - Following the completion, the company will indirectly hold 90% of the issued shares of the target company, which in turn holds 95% and 99% of the issued shares of its subsidiaries respectively [1] - The financial performance of the target company and its subsidiaries will be consolidated into the group's financial statements [1] Group 2 - The company has issued 9.2662 million consideration shares at a price of HKD 12.68 per share, representing approximately 1.24% of the enlarged issued share capital post-issuance [1]