Hong Kong—17 August 2026—Z Fin Limited released a clarification announcement after identifying procedural shortcomings in its profit warning dated 13 August 2026.
The company confirmed that the earlier profit warning, which indicated an expected loss attributable to owners for the six months ended 30 June 2026, constitutes a “profit forecast” under Rule 10 of the Hong Kong Takeovers Code. Because the statement was issued quickly to meet disclosure obligations under Rule 13.09 of the Listing Rules and Part XIVA of the Securities and Futures Ordinance, it was not accompanied by the independent reports from financial advisers and auditors required by Rule 10.4.
Key Points 1. Compliance Gap: The initial profit warning lacked mandatory cautionary language, a responsibility statement, and the required reporting by financial advisers and auditors. Z Fin cites timing constraints for the omission. 2. Next Steps: The necessary reports will be included in the Scheme Document—defined as the “Next Document”—which is scheduled for despatch on or before 30 September 2026. 3. Interim Results Timeline: Unaudited interim results for 1H 2026 are slated for publication on or before 31 August 2026. Once released, these results are expected to supersede the need for independent reporting on the profit forecast. 4. Privatization Context: The clarification is linked to the proposed privatization of Z Fin by Asia Pacific Promotion Limited via a scheme of arrangement under section 99 of the Companies Act, first announced on 21 July 2026.
Z Fin cautions shareholders and potential investors that the current profit forecast has not met the Takeovers Code’s reporting standards and advises extreme prudence when dealing in the company’s securities. The board reiterates that the privatization proposal and related scheme may or may not proceed.
Chairman and CEO Tang Yui Man Francis signed the announcement, with all directors accepting collective responsibility for its accuracy.