Z Fin Limited (01168) has received a privatisation proposal from controlling shareholder Asia Pacific Promotion Limited (the Offeror) to cancel all shares held by minority investors via a scheme of arrangement under Section 99 of Bermuda’s Companies Act.

Offer terms • Cash consideration: HK$6.60 for every Scheme Share. • Scheme Shares: 154.43 million, or 35.39 % of issued share capital. • Maximum cash outlay: approximately HK$1.02 billion, to be funded from the personal resources of Mr. Ou Yaping, the sole owner of the Offeror. • The Offeror will not increase the cancellation price and, if the scheme fails, will not pursue another privatisation for at least five years (subject to Takeovers Code).

Valuation highlights • Premiums to market: 61.37 % over the last-traded price (HK$4.09 on 9 July 2026) and 84.87 % over the five-day average. • Discount to book: 72.13 % to audited NAV per share of HK$23.68 as at 31 Dec 2025. • Six-month trading range prior to suspension: HK$2.60–HK$5.40.

Key conditions The scheme requires: 1. Approval by ≥75 % in value and a majority in number of Scheme Shareholders, with no more than 10 % of disinterested votes cast against. 2. Special resolution at the SGM for capital reduction and issue of new shares to the Offeror. 3. Court sanction and registration in Bermuda. 4. Fulfilment of statutory and regulatory approvals; no material adverse change. Conditions (a)–(e) are non-waivable; others may be waived by the Offeror.

Shareholding impact Before proposal: Offeror and concert parties hold 283.02 million shares (64.86 %). After completion: Offeror group will own 100 % of 436.35 million shares; public float will be eliminated and listing withdrawn.

Governance and advisory arrangements • An Independent Board Committee comprising all independent non-executive directors—Mr. Cheung Adrian Jeremy Ka Hing, Mr. Tian Jin and Mr. Xin Luo Lin—will advise disinterested shareholders. • An independent financial adviser will be appointed; details to follow in the scheme document. • Merdeka Corporate Finance Limited confirms sufficient financial resources for the offer.

Timetable and documentation • The composite scheme document, including meeting notices and a valuation report, must be dispatched by 11 August 2026 unless the Securities and Futures Commission grants an extension. • Trading in Z Fin shares, halted on 10 July 2026, will resume at 9:00 a.m. on 22 July 2026.

Delisting Upon the scheme becoming effective, all Scheme Shares will be cancelled and an equal number of new shares issued to the Offeror, after which Z Fin will apply to the Stock Exchange for the withdrawal of its listing. If the scheme lapses, trading will continue and Takeovers Code restrictions will bar a new offer by the Offeror for 12 months.

Risk reminder The proposal remains subject to the above conditions; implementation is not guaranteed. Shareholders should exercise caution when dealing in Z Fin securities.