Z Fin Limited Receives Privatisation Proposal from Controlling Shareholder by Way of Scheme of Arrangement

Key Highlights of the Privatisation Proposal of Z Fin Limited

- Cash Cancellation Price of HK$6.60 per Scheme Share, representing a premium of approximately 61.37% over the closing price of HK$4.09 per Share on the Last Trading Day, and a premium of approximately 119.27% over the average closing price of approximately HK$3.01 per Share for the 30 trading days;

- The Offeror will not increase the Cancellation Price and does not reserve the right to do so;

- If the Scheme is not approved or the Proposal otherwise lapses, the Offeror does not intend to make or pursue any further proposal for the privatisation of the Company within five years;

- The Offeror and the Offeror Concert Parties together hold approximately 64.86% of the issued Shares of the Company. The Proposal will involve the cancellation of 154,429,004 Scheme Shares, with the maximum cash consideration payable by the Offeror under the Proposal is approximately HK$1.019 billion;

- The Proposal provides the Scheme Shareholders with an immediate opportunity to realise their investments in cash - the trading liquidity of the Shares has remained low for a sustained period, with a average daily trading volume for the 30 trading days up to and including the Last Trading Day representing only approximately 0.05% of the Shares in issue;

- The privatisation of the Company is expected to enable the Offeror to make strategic decisions focused on the Company's long-term growth and benefits, free from the pressure of market expectations, share price fluctuations and compliance requirements arising from the Company being a publicly listed company, while reducing the administrative costs and management resources associated with maintaining the Company’s listing status;

HONG KONG, July 22, 2026 - (ACN Newswire) - Z Fin Limited (the "Company", stock code: 1168) and Asia Pacific Promotion Limited (the "Offeror") today jointly announced that, on 9 July 2026 (after trading hours), the Offeror requested the Board to put forward the Proposal to the Scheme Shareholders for the privatisation of the Company by way of a scheme of arrangement under section 99 of the Companies Act, together with the proposed withdrawal of the listing of the Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

Cancellation Price of HK$6.60 per Share, a Premium of Over 60%; the Offeror Will Not Increase the Cancellation Price

Subject to the satisfaction or waiver (where applicable) of the Conditions and the Scheme becoming effective, all Scheme Shares will be cancelled and the Scheme Shareholders will be entitled to receive HK$6.60 in cash for every Scheme Share cancelled. The Offeror will not increase the Cancellation Price and does not reserve the right to do so. As at the Announcement Date, the Company has no declared but unpaid dividends and/or distribution, and/or other return of capital and the Company does not intend to announce, declare and/or pay any dividend, distribution or other return of capital before the Effective Date.

The Cancellation Price represents a premium of approximately 61.37% over the closing price of HK$4.09 per Share on the Last Trading Day (9 July 2026), and a premium of approximately 119.27% over the average closing price of approximately HK$3.01 per Share for the 30 trading days. Although a discount of approximately 72.13% to the audited consolidated net asset value attributable to owners of the Company per Share of approximately HK$23.68 as at 31 December 2025, in determining the Cancellation Price, the Offeror has taken into account that the Shares have consistently traded at a substantial discount to the NAV per Share. The Offeror is of the view that the Proposal provides the Scheme Shareholders with an opportunity to monetise their investments at a price materially above the prevailing and historical market prices of the Shares.

As at the Announcement Date, the Company has 436,347,212 Shares in issue, of which 154,429,004 Shares will form the Scheme Shares. The Offeror and the Offeror Concert Parties together hold 283,020,958 Shares, representing approximately 64.86% of the issued Shares. On this basis, the maximum cash consideration payable by the Offeror under the Proposal is approximately HK$1,019,231,427. Merdeka, the financial adviser to the Offeror, is satisfied that sufficient financial resources are available to the Offeror to satisfy the maximum amount of cash consideration payable under the Proposal.

Reasons for the Privatisation: Low Trading Liquidity, Challenging Market Conditions and Limited Benefits of Listing

The trading liquidity of the Shares has remained low for a sustained period. The average daily trading volume of the Shares for the 30, 90 and 365 trading days up to and including the Last Trading Day were approximately 237,947 Shares, 217,364 Shares and 650,786 Shares per day, representing only approximately 0.05%, 0.05% and 0.15% of the Shares in issue, respectively. The low trading liquidity may make it difficult for the Scheme Shareholders to execute substantial on-market disposals without adversely affecting the price of the Shares. The Offeror is of the view that the Proposal provides the Scheme Shareholders with an immediate opportunity to realise their investments in cash and reallocate the proceeds to alternative investment opportunities.

The majority of the Company's revenue has been generated from its property-related businesses in the PRC, in particular its property investment and property management operations. The PRC property market has continued to face challenging and uncertain conditions, affected by, among other things, weak market sentiment, cautious purchaser confidence, pressure on property sales and rental demand, and liquidity constraints within the property sector. In addition, although ZA Bank Limited achieved profitability for the first time in 2025, ZhongAn Technologies International Group Limited, in which the Company holds approximately 43.50% equity interest, remained loss-making on a consolidated basis.

Due to the relatively low trading liquidity of the Shares and the sluggish trading price performance, the Company has not conducted any equity fund raising activities since 2021 and has been unable to fully utilise its listing platform as a source of funding for its long-term growth. It is expected that the continued listing of the Shares may not provide any meaningful benefit to the Company in the near future. Following the privatisation, the Offeror will be able to make strategic decisions focused on the Company's long-term growth and benefits, free from the pressure of market expectations, share price fluctuations and compliance requirements arising from the Company being a publicly listed company, while reducing the administrative costs and management resources associated with maintaining the Company's listing status and complying with regulatory requirements.

Existing Businesses to Continue after Privatisation; No Further Privatisation Proposal within Five Years if the Scheme is Not Approved

The principal business of the Company focuses on financial technology investment and management, financial service sector and asset financing management, and the Company is also engaged in property development, commercial property investment and management, financial products and securities investment. The Offeror intends for the Company to continue carrying on its existing businesses following the implementation of the Proposal, and does not have any plans to make any material changes to the existing business and operation, or the management and employees of the Company (other than those in the ordinary course of business of the Company). The Offeror has confirmed that, if the Scheme is not approved or the Proposal otherwise lapses, it does not intend to make or pursue any further proposal for the privatisation of the Company within five years from the date on which the Scheme is not approved or the Proposal otherwise lapses.

The Proposal and the Scheme will only become effective subject to the satisfaction or waiver (where applicable) of a number of Conditions, including the approval of the Scheme at the Court Meeting, the passing by the shareholders at the SGM of a special resolution, and the sanction of the Scheme by the Court. All of the Conditions will have to be fulfilled or waived on or before 31 December 2026 (the "Long Stop Date"). If the Scheme is not approved or the Proposal otherwise lapses, the listing of the Shares on the Stock Exchange will not be withdrawn.

An Independent Board Committee, comprising all of the independent non-executive Directors, being Mr. CHEUNG Adrian Jeremy Ka Hing, Mr. TIAN Jin and Mr. XIN Luo Lin, has been established by the Board, to make a recommendation, after taking into account the advice and recommendation from the Independent Financial Adviser. The Scheme Document will be despatched to the Shareholders within 21 days of the Announcement Date. At the request of the Company, trading in the Shares on the Stock Exchange was halted from 9:00 a.m. on 10 July 2026, and an application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares with effect from 22 July 2026.

Disclaimer:

All capitalised terms used but not otherwise defined in this press release shall have the same meanings as those defined in the joint announcement dated 21 July 2026 (the “Joint Announcement”). This press release should be read in conjunction with the full text of the Joint Announcement, which is available at: https://www1.hkexnews.hk/listedco/listconews/sehk/2026/0721/2026072101177.pdf