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Form Serial Number: |
DA20260707E00159
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| 1.
Date of relevant event: |
02/07/2026
(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: |
4,303,469,679 |
| 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 |
| 11031 | The number of shares in which you are interested has increased because:
you became the holder of, wrote or issued equity derivatives under which (choose one):
you have a right to take the underlying shares |
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| 2501 | Other (you must describe the capacity in the Supplementary Information box) |
|
8,826,968 |
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| Short position |
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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 |
| Short position | 10,000,000 | 0.23 |
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| |
| 26.
Total shares in listed corporation immediately after the relevant event: |
| | Total number of shares | Percentage figure (%) |
| Long position | 128,956,769 | 3.00 |
| 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 |
| |
| 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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| 2305 | Beneficiary of a trust (other than a discretionary interest) |
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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 | |
| Long position | | 4105 | Unlisted derivatives - Physically settled |
| 02/07/2026 | 02/07/2036 | | | HKD | 7.480 | | | 7,061,574 |
| 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, VG1110, 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, VG1110, 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, VG1110, 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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| Quantumpharm RSU Trust | Addresses of individuals are not displayed. | | 5102 | Beneficiary of a trust (other than a discretionary interest) |
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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: |
On 2 July 2026, 7,061,574 share options and 1,765,394 restricted share units were granted to Dr. Lai Lipeng under the share scheme adopted by XtalPi Holdings Ltd. on 20 May 2026. For details, please refer to the announcement of XtalPi Holdings Ltd. dated 2 July 2026.
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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: |
07/07/2026
(dd/mm/yyyy)
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