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Form Serial Number: |
DA20250917E00277
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| 1.
Date of relevant event: |
17/09/2025
(dd/mm/yyyy)
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| 2.
Date when director became aware of the relevant event/ interest in the shares (if later): |
(dd/mm/yyyy)
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| 3.
Stock code: |
02228 |
| 4.
Name of listed corporation: |
XtalPi Holdings Ltd. |
| 5.
Class of shares: |
Ordinary Shares |
| 6.
Number of issued shares in class: |
4,302,921,761 |
| 7.
Name of director (English) as printed on HKID Card/Passport: |
| (Surname) |
Lai |
| (Other names) |
Li Peng |
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|
| 10.
Name of director (Chinese): |
赖力鹏 |
| 11.
Chinese Character Code as printed on HKID Card: |
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| 24.
Details of relevant event: |
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Brief description of relevant event
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Capacity in which shares were/are held
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Number of shares bought/sold or involved
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Currency of transaction |
On Exchange
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Off Exchange
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Before relevant event
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After relevant event
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Highest price (per share)
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Average price (per share)
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Average consideration (per share)
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Consideration code
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| Long position |
| 1311 | There has been a change in nature of your interest in the shares because:
you have delivered the shares to a person who had agreed to borrow them |
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| 2201 | Interest of corporation controlled by you |
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| 2201 | Interest of corporation controlled by you |
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10,000,000 |
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| Short position |
| 14015 | You came to have a short position in the shares or the number of shares in which you have a short position increased because:
you became the holder of, wrote or issued equity derivatives under which (choose one):
you have any of the rights or obligations referred to in 14011 to 14014 above embedded in a contract or instrument |
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| 2201 | Interest of corporation controlled by you |
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10,000,000 |
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| 25.
Total shares in listed corporation immediately before the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 120,129,801 | 2.79 |
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| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 120,129,801 | 2.79 |
| Short position | 10,000,000 | 0.23 |
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| 27.
Capacity in which interests disclosed in Box 26 are held: |
| Code describing capacity | Number of shares |
| | Long position | 32,315,661 | | Short position | 0 |
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| 2307 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
| | Long position | 87,814,140 | | Short position | 10,000,000 |
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| 28.
Further information in derivative interests in listed corporation : |
| Derivatives code |
Exercise period (dd/mm/yyyy) |
Consideration - if derivatives granted by listed corporation |
Number of shares |
| | | Begins | Ends | Currency | Price for grant | Currency | Exercise price | Currency | Price on assignment | |
| Short position | | 4108 | Unlisted derivatives - Other (you must describe the category of derivatives in the Supplementary Information box) |
| 18/02/2027 | 17/05/2027 | | | | | | | 10,000,000 |
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| 29.
Further information in relation to interests of children under 18 and/or spouse: |
| Child/Spouse | Name of child/spouse | Number of shares |
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| 30.
Further information in relation to interests of corporations controlled by Director: |
| Name of controlled corporation | Address and place of incorporation | Name of controlling person | % control | Direct interest (Y/N) | Number of shares |
| LPHappy Holding Limited | Coastal Building, Wickham's Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands | Lai Li Peng | 100.00 | N | | Long position | 87,814,140 | | Short position | 10,000,000 |
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| Sevening B Holdings Limited | Nerine Chambers, P.O. Box 905, Road Town, Tortola, British Virgin Islands | Lai Li Peng | 100.00 | Y | | Long position | 87,814,140 | | Short position | 10,000,000 |
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| SeveningBAlpha Limited | Nerine Chambers, P.O. Box 905, Road Town, Tortola, British Virgin Islands | LPHappy Holding Limited | 99.00 | Y | | Long position | 87,814,140 | | Short position | 10,000,000 |
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| SeveningBAlpha Limited | Nerine Chambers, P.O. Box 905, Road Town, Tortola, British Virgin Islands | Sevening B Holdings Limited | 1.00 | Y | | Long position | 87,814,140 | | Short position | 10,000,000 |
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| 31.
Further information in relation to interests held by Director jointly with another person: |
| Name of joint shareholder | Address | Number of shares |
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| 32.
Further information from a director who is a trustee, or beneficiary of a trust, or a person who has set up a Discretionary Trust: |
| Names of Trust | Address | Status code | Number of shares |
| LPHappy Family Trust | Addresses of individuals are not displayed. | | 5103 | Founder of a discretionary trust who can influence how the trustee exercises his discretion |
| | Long position | 87,814,140 | | Short position | 10,000,000 |
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| 33.
Further information from a party to an agreement under Section 317 (Please see Notes for further information required): |
| Names of other parties | Address | Number of shares |
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| Total number of shares in which a director is interested under sections 317 and 318 | |
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| 34.
Supplementary information: |
For financing purposes, SeveningBalpha Limited entered into an equity collar option transaction with a bank in respect of which SeveningBalpha Limited (i) entered into centain call and put options referencing a maximum of 10,000,000 shares of XtalPi Holdings Limited ("Shares") (see Box 28 - 4108) and (ii) has delivered up to 10,000,000 Shares to the bank under a Credit Support Annex with a return obligation to SeveningBAlpha Limited (see Box 24 - 1311).
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| 35.
Log/Serial Number of the previous form: |
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| 36.
Number of concert party document(s) under section 317 attached/uploaded: |
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Date of filing this Form 3A: |
17/09/2025
(dd/mm/yyyy)
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