Times Digital (00451) cancels the third batch of shares to be subscribed

Zhitong Finance App News, Times Digital (00451) issued an announcement. According to these agreements, and as disclosed in the supplementary announcement, completing the third batch of share subscriptions is subject to the following conditions being met before it can be realized:

(i) No material breach of contract has occurred, and no circumstances have caused any statement, guarantee or promise made by either party in the subscription and investment agreement to be seriously untrue or inaccurate;

(ii) The Stock Exchange Listing Committee has approved the listing and trading of the third batch of subscribed shares, and the approval, license or exemption was not withdrawn prior to completion; and

(iii) The arithmetic average of the fully diluted value of Pharos tokens during the three-month period (i.e., July 28, 2026 to October 27, 2026) from the end of the first three-month period (i.e. July 28, 2026 to October 27, 2026) was not lower than the fully diluted value of Pharos tokens (i.e. US$760 million).

At the date of this announcement, the arithmetic average of the fully diluted value of Pharos tokens during the second three-month period was approximately US$518 million, which is below the Pharos lower limit of fully diluted value. As a result, the above conditions (iii) were not met, and the third batch of deliveries failed.

For the avoidance of doubt, the batches completed are independent of each other and are not conditionally related to each other. Furthermore, each contracting party's obligations under the third instalment will cease, and even if the conditions for subsequent instalments have been met, each contracting party will not be required to perform its obligations under the third instalment.

The Company believes that failure to complete the third batch of transactions will not have any significant adverse impact on the Group's current business, operation and financial situation, or the strategic cooperation between the two parties.