Core Viewpoint - Tianji Holdings (01520) has entered into a subscription agreement with investors to issue up to 8 million subscription shares at a price of HKD 0.92 per share or 90% of the closing price on January 19, 2026, whichever is lower, along with warrants for up to 31 million shares at an exercise price of HKD 1.97 per share [1] Group 1: Subscription Agreement Details - The total consideration for the subscription shares is capped at HKD 7.36 million, which will be fully paid by the investors upon completion of the first subscription [1] - The subscription shares represent approximately 0.84% of the existing issued share capital as of the announcement date and about 0.83% after the issuance [1] - The subscription price of HKD 0.85 per share reflects an approximate discount of 8.60% compared to the closing price of HKD 0.93 on the date of the agreement [1] Group 2: Use of Proceeds from Subscription Shares - The net proceeds of HKD 6.8 million from the subscription shares will be allocated as follows: - Approximately HKD 4 million for the Saudi industrial IP business, which includes establishing a headquarters and team in Saudi Arabia [2] - Approximately HKD 2.8 million for general working capital [2] Group 3: Warrant Details - The warrants will be issued at zero cost to investors, with an estimated fair value of approximately HKD 0.143 per warrant, totaling HKD 4.43 million for 31 million warrants [2] - The exercise price of HKD 1.97 per warrant represents a premium of approximately 111.83% over the closing price of HKD 0.93 on the date of the agreement [2] - The maximum 31 million warrant shares represent about 3.26% of the existing issued share capital and approximately 3.15% after the exercise of the warrants [2] Group 4: Placement Agreement - On January 20, 2026, the company entered into a placement agreement to issue up to 60 million new shares at a placement price of HKD 0.85 per share, which is an 8.60% discount to the closing price of HKD 0.93 [4] - The maximum gross proceeds from the placement are estimated at HKD 51 million, with a net amount of approximately HKD 49.3 million after deducting related expenses [4] Group 5: Use of Proceeds from Placement - The net proceeds from the placement will be allocated as follows: - Approximately HKD 5 million for initial platform development and AI capabilities [5] - Approximately HKD 15 million for investment in Manchester United sports IP business [5] - Approximately HKD 4 million for the Saudi industrial IP business [5] - Approximately HKD 3 million for marketing and user ecosystem development [5] - The remaining HKD 22.3 million for general working capital [5]

Core Viewpoint - Tianji Holdings (01520) has signed a memorandum of cooperation with Huari Entertainment Limited to invest in the latter, aiming to acquire a 10% stake, subject to final investment amount and valuation confirmation [1][2] Group 1: Investment Details - The investment will be made through capital increase, with the specific terms to be determined after due diligence on legal, financial, business, and tax aspects [1] - Huari Entertainment is a Hong Kong-registered company fully owned by Mr. Zhang Bo, focusing on international top-tier sports IP operations [1] Group 2: Strategic Importance - The partnership with Huari Entertainment, which holds the Manchester United IP-related authorization, is seen as a significant milestone for the company in expanding its sports smart consumption business [2] - This investment is expected to enhance the company's competitiveness in the consumer IP sector and potentially create new business growth opportunities [2]

Group 1 - The company has signed a memorandum of cooperation with Huari Entertainment to invest in the latter, aiming to hold a 10% stake [1] - The specific equity percentage will depend on the final investment amount and the valuation of Huari Entertainment confirmed by both parties [1] - Huari Entertainment is a Hong Kong-based company focused on operating international top-tier sports IP, having established a strategic partnership with Manchester United since 2019 [1] Group 2 - The investment is seen as a significant milestone for the company in expanding its presence in the new consumer IP sector, particularly in sports [2] - The company possesses rich AI and Web3 technologies, aiming to create an intelligent new consumption ecosystem covering sports, cultural tourism, and entertainment [2] - This investment is expected to enhance the company's competitiveness and provide new business growth opportunities [2]

Core Viewpoint - Tianji Holdings (01520.HK) has signed a memorandum of cooperation with Huari Entertainment to invest in the latter, aiming to hold a 10% stake in Huari Entertainment, with the final shareholding dependent on the investment amount and valuation confirmation [1] Group 1: Investment Details - The investment will be made through capital increase, with the specific shareholding percentage to be determined based on the final investment amount and the valuation of Huari Entertainment [1] - Huari Entertainment is a Hong Kong-registered company fully owned by Zhang Bo, focusing on the operation of international top sports IPs [1] Group 2: Business Operations - Since 2019, Huari Entertainment has established a strategic partnership with Manchester United Football Club, successfully creating the "Manchester United Dream Theater" in Beijing and Chengdu, which integrates a museum, interactive experiences, retail, and dining [1] - In 2025, Huari Entertainment obtained exclusive authorization for Manchester United's e-commerce business and supply chain in the Chinese market, transitioning from an offline experience operator to an "IP brand value integrator," thus building a comprehensive business ecosystem of "offline experience + online e-commerce + supply chain management" [1] Group 3: Strategic Importance - The board believes that the investment in Huari Entertainment, which holds Manchester United IP-related authorizations, will help the company further expand its sports intelligent new consumption business [1] - This investment is seen as a significant milestone for the company in the new consumption IP field, effectively enhancing its expansion in consumer-level IPs and improving overall competitiveness, with the potential to bring new business growth points and positively impact future development [1]

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的內容概不負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不因本公告全部 或部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Virtual Mind Holding Company Limited （於開曼群島註冊成立之有限公司） 本公告由天機控股有限公司（「 本公司 」，連同其附屬公司，統稱「 本 集 團」）董事（「董事」）會（「董事會」）自願刊發。 董事會欣然宣佈，於二零二六年一月 十 四 日，本公司與 華銳娛樂有限公司 （「華銳娛樂」）簽訂了合作備忘錄（「合作備忘錄」）。根據合作備忘錄， 本公司擬以增資方式投資於華銳娛樂，本公司目標持有華銳娛樂 10% 股 權 （「該投資」）。具體持有華銳娛樂的股權比例將以最終的投資金額及經雙方 確認華銳娛樂之估值為準。 本公司有權對華銳娛樂進行法律、財務、業務及稅務等方面的盡職調查，本公 司將根據盡職調查的結果決定該投資之具體條款。 有關華銳娛樂之資料 華銳娛樂為一家在香港註冊成立的有限公司，由張博先生全資擁有。華銳娛樂 是中國一家專注於國際頂級體育 IP 運營的企業。華銳娛樂自二零一九年 ...

Core Viewpoint - Tianji Holdings (01520) demonstrates confidence in its long-term value and growth prospects through a share buyback and strategic investment, while also addressing structural challenges in its business model [1][4]. Group 1: Share Buyback and Strategic Investment - Tianji Holdings announced a share buyback of 2.898 million shares for HKD 4.4867 million, reflecting management's confidence in the company's future [1]. - The company signed a subscription agreement with GEM for a strategic investment of up to HKD 225 million, indicating recognition from professional investors regarding its strategic layout and growth potential [1]. Group 2: Structural Challenges - The company faces structural challenges, including high concentration of IP revenue in competitive sectors like trendy toys and games, and a lack of liquidity and value extension in traditional digital rights models [1]. - The scale of the derivative IP business is relatively small, leading to weaker risk resistance and a need for a breakthrough in the business model [1]. Group 3: Strategic Response - To address these challenges, Tianji Holdings plans to integrate AI and Web3 technologies, focusing on three main sectors: gaming, cultural tourism, and sports [1]. - The company aims to build a multi-layered and diversified IP matrix by actively introducing IP resources across different life cycles to enhance overall business resilience [1]. Group 4: New Business Initiatives - Tianji Holdings will expand from trendy toys and gaming IP to sports IP, starting with internationally recognized sports IP like La Liga, and gradually diversifying its IP types [2]. - The company plans to leverage its existing apparel business to develop a comprehensive fan economy, launching various IP co-branded apparel and collectible products to enhance IP monetization [2]. Group 5: Digital and Offline Engagement - In digital business, Tianji Holdings will utilize Web3 technology to create virtual rights and digital experiences, enhancing user engagement through exclusive digital content and interactive systems [2]. - The company will also develop offline experiences through IP-themed pop-up stores and community events to deepen emotional connections with users and enhance brand influence [2]. Group 6: Supply Chain and Financial Management - Tianji Holdings is constructing a new consumption system for IP, establishing a credible digital ecosystem with traceability and supplier management [3]. - The company plans to implement a digital wallet and unified account system to tokenize user rights and enhance brand loyalty [3]. Group 7: Business Optimization and Future Outlook - The company is actively addressing historical issues by transferring historical debt for HKD 11.3997 million to improve asset quality [3]. - With the optimization of existing businesses and the successful implementation of new strategies, Tianji Holdings aims to enhance its risk resistance and open new growth opportunities [4].

Core Viewpoint - Tianji Holdings (01520) demonstrates confidence in its long-term value and growth prospects through a share buyback and strategic investment, while also addressing structural challenges in its business model [1][5]. Group 1: Share Buyback and Strategic Investment - Tianji Holdings announced a share buyback of 2.898 million shares for HKD 4.4867 million, reflecting management's confidence in the company's future [1]. - The company signed a subscription agreement with GEM for a strategic investment of up to HKD 225 million, indicating recognition from professional investors regarding its strategic layout and growth potential [1]. Group 2: Structural Challenges - The company faces structural challenges, including high concentration of IP revenue in competitive sectors like trendy toys and games, and a lack of liquidity and value extension in traditional digital rights models [1]. - The scale of the derivative IP business is relatively small, leading to weaker risk resistance and a need for a breakthrough in the business model [1]. Group 3: Strategic Response - To address these challenges, Tianji Holdings plans to integrate AI and Web3 technologies, focusing on three main sectors: gaming, cultural tourism, and sports [1]. - The company aims to build a multi-layered and diversified IP matrix by actively introducing IP resources across different life cycles to enhance overall business resilience [1]. Group 4: New Business Initiatives - Tianji Holdings will expand from trendy toys and gaming IP to sports IP, starting with internationally recognized sports IP like La Liga, and gradually diversifying its IP types [2]. - The company plans to leverage its existing apparel business to develop a comprehensive fan economy, launching various IP co-branded apparel and collectible products to enhance IP monetization [2]. Group 5: Digital and Offline Engagement - In digital business, Tianji Holdings will utilize Web3 technology to create virtual rights and digital experiences, enhancing user engagement through exclusive digital content and interactive systems [2]. - The company will also develop offline experiences through IP-themed pop-up stores and community events to deepen emotional connections with users and enhance brand influence [2]. Group 6: Supply Chain and Operational Efficiency - AI and Web3 technologies will improve supply chain traceability and transparency, optimize operational efficiency, and enhance brand cohesion [3]. - The company plans to establish a credible digital ecosystem for its IP new consumption system, integrating supply chain management with ERP and WMS systems [3]. Group 7: Financial Management - Tianji Holdings intends to transfer part of its historical debt for HKD 11.3997 million to clean up legacy assets and improve asset quality [4]. - The company is focused on optimizing its business structure and accelerating the development of new businesses, aiming for a comprehensive optimization by Q4 of this year [5].

Core Viewpoint - The company aims to transform from a traditional manufacturing entity into a cultural platform by leveraging high-profile IPs like CR7 and PSGA, thereby enhancing its brand value and market presence [1][7][9]. Group 1: Strategic Partnerships - The collaboration with PSGA represents a significant opportunity for the company, allowing it to tap into youth sports education, co-branded product development, and event management [2][3]. - The company plans a three-step approach to maximize value from the PSGA partnership, focusing on promoting PSGA training programs in schools, obtaining event operation licenses, and extending PSGA's brand into high-end international schools in mainland China [3][4]. Group 2: IP Strategy - The company is building a comprehensive IP strategy that encompasses both individual and organizational IPs, aiming to create a multi-faceted IP ecosystem that includes sports, entertainment, and cultural figures [4][5]. - The CR7 museum has become a significant cultural attraction, contributing to ticket sales and enhancing the company's brand recognition [5][6]. Group 3: Transformation and Innovation - The company is actively transforming its traditional manufacturing base by integrating IP into its operations, which helps address low profit margins in manufacturing while enhancing product value through IP [5][6]. - The company has registered a new brand and plans to expand its product matrix beyond apparel into areas like sports animation and functional fabrics, indicating a strategic pivot towards innovation [6][7]. Group 4: Vision and Identity - The company is redefining its identity from a mere manufacturer to a cultural platform, aiming to inspire youth through sports and education while fostering a sense of national pride [7][9]. - The ultimate vision is to utilize world-class IPs to ignite cultural confidence and showcase the capabilities of Chinese enterprises in storytelling and product excellence [8][9].

Group 1 - The company reported a revenue of HKD 23.12 million for the first half of 2025, with a gross profit of HKD 2.93 million [1] - The company has established solid strategic partnerships with several world-renowned gaming companies, pan-entertainment firms, and sports IP operators [1] - The partnerships provide access to a wealth of high-quality intellectual property resources, leading entertainment and sports content, and user bases, which the company aims to leverage for revenue growth through the exploration of licensed intellectual property [1]

Group 1 - The core viewpoint of the article highlights that Tianji Holdings (01520) reported a mid-year revenue of HKD 23.12 million and a gross profit of HKD 2.929 million for 2025 [1] - The company has established solid strategic partnerships with several world-renowned gaming companies, pan-entertainment firms, and sports IP operators [1] - The partnerships are expected to leverage a wealth of high-quality intellectual property resources, leading entertainment and sports content, and user bases to drive revenue growth through the exploration of the commercial value of licensed intellectual property [1]