China Gas (08246) plans to subscribe for 17 shares of Vbit shares at a premium of about 33.33% and increase its shareholding to 27.35%
Zhitong Finance App News, China Gas (08246) announced that on October 7, 2026 (after the trading period), Toff Global, Vbit, and Mr. Hoon Heh, its wholly-owned subsidiaries, signed a subscription agreement. Based on this, Toff Global conditionally agreed to subscribe for shares (that is, 17 Vbit shares) at a cost of US$1.18 million. As of this announcement, Mr. Hoon Heh owns 85% of Vbit's rights and Toff Global's 15% interest. After completion, Toff Global's shares in Vbit will increase to 27.35% after expansion through allotment and issuance of subscribed shares.
The compensation will be facilitated by Toff Global for the company's allotment at an issue price of HK$0.88 per share and settlement of the issue of 104.591 million shares. The issue price is approximately 33.33% premium over the closing price of HK$0.66 per share as reported on the date of the subscription agreement. 104.591 million compensation shares are equivalent to (i) approximately 1.77% of the company's issued share capital as at the date of this announcement; and (ii) approximately 1.74% of the company's issued share capital after the expansion of consideration shares (assuming that there is no other change in the total number of issued shares of the company between the date of this announcement and the period of allocation and issuance of consideration shares).
Today, it has been actively seeking diversified development beyond traditional energy services, with the aim of broadening its revenue base and enhancing long-term growth prospects. Therefore, Toff Global's subscription for additional shares in Vbit is both a strategic and financial move. Vbit holds a US Money Service Business (MSB) license, which authorizes it to legally operate cryptocurrency exchanges, cross-border payments, and related activities. The license is widely recognized as a key regulatory qualification that enhances its creditworthiness with banks, payment service providers and investors, while also supporting fund-raising activities and strengthening brand trust.
Vbit's management team further amplified the company's strengths by combining the strict discipline of institutional banks with advanced digital asset expertise. The team has senior administrative experience in asset allocation, portfolio optimization, payment, settlement and governance to ensure that operations are based on strict financial control and risk management. At the same time, the team has proven capabilities in digital asset trading and exchange operations, and has successfully led the product development and operation of a centralized cryptocurrency exchange. With a track record of excellence in IT development and fintech strategy execution, the team enabled Vbit to seamlessly blend the rigors of traditional banking with digital innovation.
The subscription agreement further incorporates a profit guarantee mechanism linked to the issuance of compensatory shares, thus providing measurable returns and risk protection for today. Vbit's valuation has been independently assessed and confirmed by an independent valuer, and the board of directors has assessed that the terms of the transaction are fair, reasonable and in the interests of shareholders.
By increasing its shareholding in Vbit, Toff Global strengthens its strategic cooperation with Vbit. The deal is expected to enhance shareholder value by integrating with today's high-growth industries and expanding its business footprint in the regulated digital finance sector. Therefore, the directors believe that the subscription agreement is fair and reasonable, is carried out in accordance with normal commercial terms or better terms, and that the subscription matters and the issuance of shares are in the overall interests of the company and its shareholders.