Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
JTF International Holdings Limited 金泰豐國際控股有限公司(Incorporated in the Cayman Islands with limited liability)
INSIDE INFORMATION
PLACING OF EXISTING SHARES BY A SUBSTANTIAL SHAREHOLDER
This announcement is made by JTF International Holdings Limited (the ''Company'', together with its subsidiaries, the ''Group'') pursuant to Rule 13.09 of the Rules (the ''Listing Rules'') Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
The board (the ''Board'') of directors (''Directors'', each a ''Director'') of the Company has been informed by Ms. Xu Yayi, an executive Director and a substantial shareholder (as defined in the Listing Rules) that Thrive Era Investments Limited (''Thrive Era''), a substantial shareholder of the Company (as defined in the Listing Rules) which is wholly owned by Ms. Xu Yayi has entered into a placing agreement (the ''Placing Agreement'') with a placing agent on 20 January 2026 (after trading hours), pursuant to which the placing agent has agreed to procure investor(s) (the ''Placee(s)'') on a best efforts basis to purchase up to 130,120,000 existing shares of the Company (the ''Placing Shares'', each a ''Placing Share'') held by Thrive Era at HK$0.44 per Placing Share (the ''Placing''). The Placing period shall commence from the date of the Placing Agreement and shall complete no later than 30 January 2026.
Pursuant to the Placing Agreement, (i) the Placees are not connected persons of the Company (as defined in the Listing Rules); and (ii) none of the Placee will become a substantial shareholder (as defined in the Listing Rules) of the Company immediately upon the completion.
As at the date of this announcement, the 130,120,000 Placing Shares represent 13.99% of the existing issued share capital of the Company. Upon completion of the Placing and assuming all of the Placing Shares are placed to the Placees, Ms. Xu Yayi and Thrive Era will cease to be a substantial shareholder of the Company.
The Board expects that the Placing will not have any adverse effect on the operations of the Company.
Ms. Xu Yayi remains as an executive Director of the Company.
Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.
On behalf of the Board
JTF International Holdings Limited Xu Ziming
Chairman and Executive director
Hong Kong, 20 January 2026
As at the date of this announcement, the executive directors of the Company are Mr. Xu Ziming, Ms. Huang Sizhen, Mr. Choi Sio Peng and Ms. Xu Yayi; and the independent non-executive directors are Mr. Tsui Hing Shan, Mr. Kan Siu Chung and Ms. E Hongda.