Z Fin Limited receives proposal from controlling shareholder for privatization via scheme of arrangement

- Cancellation price of HKD 6.60 per share, representing a premium of approximately 61.37% over the closing price on the last trading day
- Offeror confirms no intention to increase the cancellation price; if the scheme fails, there is no plan to pursue further privatization within five years

Key points of Z Fin Limited's privatization proposal:

- Cash cancellation price for each Plan Share is HKD 6.60, representing a premium of approximately 61.37% over the closing price of HKD 4.09 per share on the last trading day, and a premium of approximately 119.27% over the average closing price of HKD 3.01 per share over the past 30 trading days;

- The Offeror confirms that it will not increase the cancellation price and retains no right to do so;

- If the Scheme is not approved or becomes ineffective, the Offeror also has no intention to seek any further proposals for the privatization of the Company within five years;

- The Offeror and persons acting in concert with the Offeror hold approximately 64.86% of the Company's issued shares. The privatization proposal involves the cancellation of 154,429,004 Plan Shares, with the maximum cash consideration payable by the Offeror being approximately HKD 1.019 billion;

- The privatization proposal provides Plan Shareholders with an opportunity to realize their investments in cash immediately—the liquidity of the Shares has been low for a long time, with the average daily turnover over the 30 trading days up to the last trading day accounting for only about 0.05% of the issued shares;

- Privatization will enable the Offeror to make strategic decisions focused on the Company's long-term growth, free from pressures arising from market expectations, stock price volatility, and compliance requirements for listed companies, while reducing administrative costs and management resources associated with maintaining its listing status;

Z Fin Limited ("the Company", Stock Code: 1168) and Asia Pacific Promotion Limited ("the Offeror") jointly announced today that the Offeror has requested the Company's Board of Directors to propose to the Plan Shareholders after market hours on July 9, 2026, to privatize the Company via a scheme of arrangement under Section 99 of the Companies Act 1981 of Bermuda, and to recommend the removal of the Company's Shares from listing on The Stock Exchange of Hong Kong Limited ("the SEHK").

Cancellation price of HKD 6.60 per share, premium exceeding 60%; Offeror will not raise the price

Upon satisfaction or waiver of conditions (as applicable) and upon the Scheme becoming effective, all Plan Shares will be cancelled, and Plan Shareholders will receive HKD 6.60 in cash for each cancelled Plan Share. The Offeror confirms that it will not increase the cancellation price and retains no right to do so. The Company currently has no declared but unpaid dividends or distributions, nor does it intend to declare any dividends or distributions before the effective date.

The cancellation price represents a premium of approximately 61.37% over the closing price of HKD 4.09 per share on the last trading day (July 9, 2026), and a premium of approximately 119.27% over the average closing price of HKD 3.01 per share over 30 trading days. Although the cancellation price represents a discount of approximately 72.13% to the net asset value per share of approximately HKD 23.68 as of December 31, 2025, the Offeror considered in determining the cancellation price that the Shares have always traded at a significant discount to the net asset value per share. The Offeror believes that this proposal provides Plan Shareholders with an opportunity to realize their investments at prices significantly higher than the current and historical market prices of the Shares.

As of the date of this announcement, the total number of issued shares of the Company is 436,347,212, of which 154,429,004 shares will constitute the Plan Shares. The Offeror and persons acting in concert with the Offeror hold a total of 283,020,958 shares of the Company, representing approximately 64.86%. Based on this calculation, the maximum cash consideration payable by the Offeror for this proposal is approximately HKD 1,019,231,427. The Offeror's financial advisor, Lingzhi Corporate Finance Limited, is satisfied that the Offeror has sufficient financial resources to pay the upper limit of the cash consideration.

Reasons for Privatization: Low Liquidity, Challenging Market Environment, Limited Benefits of Listing

Due to the consistently low trading liquidity of the Company's Shares over a prolonged period, the average daily turnover for the 30, 90, and 365 trading days up to and including the last trading day was approximately 237,947 shares, 217,364 shares, and 650,786 shares respectively, accounting for only about 0.05%, 0.05%, and 0.15% of the issued shares. This makes it difficult for Plan Shareholders to sell large quantities on the exchange without adversely affecting the share price. The Offeror believes that this proposal provides Plan Shareholders with an opportunity to realize their investments in cash immediately and reinvest the proceeds into other investment opportunities.

The majority of the Company's revenue comes from its property-related businesses in China, particularly property investment and property management operations. Affected by factors such as weak market sentiment, cautious buyer confidence, pressured demand for property sales and leasing, and limited liquidity in the property sector, the Chinese property market continues to face a challenging and uncertain environment. Furthermore, although ZhongAn Bank Limited achieved profitability for the first time in 2025, ZhongAn Technology (International) Group Co., Ltd., in which the Company holds approximately 43.50%, remains in a loss position on a consolidated basis.

Due to relatively low share trading liquidity and sluggish stock performance, the Company has not conducted any equity fundraising activities since 2021 and has failed to fully utilize its listing platform as a source of funding for long-term growth. It is expected that continuing to list the Shares may not bring substantial benefits to the Company in the short term. After privatization, the Offeror will be able to make strategic decisions focused on the Company's long-term growth and interests, free from pressures arising from market expectations, stock price volatility, and compliance requirements for listed companies, and can reduce the administrative costs and management resources involved in maintaining its listing status and complying with regulatory requirements.

Existing Business to Continue Post-Privatization; No Further Privatization Proposed Within Five Years if Scheme Fails

The Company's main business focuses on fintech investment and management, financial services, and asset financing management, while also engaging in property development, commercial property investment and management, and financial product and securities investment. Upon implementation of this proposal, the Company will continue to operate its existing business. The Offeror currently has no intention to make significant changes to the Company's business, operations, management, or employees. If the Scheme is not approved or becomes ineffective, the Offeror also has no intention to seek any further proposals for the privatization of the Company within five years.

This proposal is subject to the satisfaction or waiver of several conditions before it becomes effective, including approval by the Court Meeting and the Extraordinary General Meeting of Shareholders, and approval by the Supreme Court of Bermuda for the Scheme. All conditions must be satisfied or waived on or before December 31, 2026. If the Scheme is not approved or becomes ineffective, the listing status of the Company's Shares will not be removed.

The Board has established an Independent Directors' Committee consisting of all independent non-executive directors, Mr. Zhang Jiaqing, Mr. Tian Jin, and Mr. Xin Luolin, and will appoint an independent financial advisor to provide advice. The Scheme Document will be dispatched to Shareholders within 21 days from the date of this announcement. The Company's Shares have been temporarily suspended from trading on the SEHK since 9:00 a.m. on July 10, 2026, and an application has been made for resumption of trading on July 22, 2026.

Disclaimer:

All terms used in this press release that are not otherwise defined shall have the meanings given to them in the "Joint Announcement" published on July 21, 2026.