XXF (02473.HK): Enters Sale-and-Leaseback Arrangement; Aggregate Leasing Principal of Approximately RMB 189.6 Million Constitutes a Major Transaction

On August 19 2026, XXF Group Holdings Limited (02473.HK) disclosed that Xixiangfeng Group, its indirect wholly-owned subsidiary, and/or certain of its subsidiaries (collectively the lessee) entered into a sale-and-leaseback contract with the lessor, Volkswagen Financial Services (China) Co., Ltd., after trading hours on the same day. The lessee agreed to transfer certain automobiles (the leased assets) to the lessor for an aggregate consideration of approximately RMB 4,698,972, and to lease the assets back for a term of 48 months, with total rentals of approximately RMB 5,091,711, including accrued interest of approximately RMB 392,739. Upon expiry of the lease term and full settlement of all outstanding obligations, the lessee may repurchase the leased assets at a nominal consideration of RMB 1 per vehicle.

Under Rule 14.22 of the Listing Rules, the contract is aggregated with 2,294 prior sale-and-leaseback contracts entered into since January 4 2026 as a series of transactions. The prior contracts had an aggregate leasing principal of approximately RMB 184,886,962 and total rentals of approximately RMB 199,609,124; on an aggregated basis, the total leasing principal is approximately RMB 189,585,934 and total rentals approximately RMB 204,700,835. As the highest applicable percentage ratio exceeded 25% but was below 75% on an aggregated basis, the transactions constitute a major transaction of the company, subject to reporting, announcement, circular and shareholders' approval requirements. An extraordinary general meeting will be convened to seek shareholders' approval, with the circular expected to be despatched on or before September 9 2026.

Mr. Huang Wei, chairman of the board, chief executive officer, executive director and a substantial shareholder, has provided guarantees in favor of the lessor of up to RMB 472,500,000 in aggregate, covering all liabilities of the group under the relevant sale-and-leaseback contracts. As the guarantee is provided on normal commercial terms or better and is not secured by the group's assets, it is fully exempt under Rule 14A.90 of the Listing Rules. The lessor is a company established in the PRC wholly owned by Volkswagen Financial Services Overseas AG, which is in turn wholly owned by Volkswagen AG. The directors consider the terms of the sale-and-leaseback contract to have been reached at arm's length on normal commercial terms or better, and in the interests of the company and its shareholders as a whole.

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