ZG Group Reports Minor Equity Dilution in April; Public Float Maintained Above 25% Threshold

Bulletin Express
May 06

ZG Group, a Cayman Islands-incorporated WVR issuer, released its Monthly Return on Movements in Securities for April 2026, detailing stable authorised capital and a marginal rise in issued Class A shares driven by option exercises.

Authorised Share Capital • Class A: 1.70 billion authorised shares at USD 0.00005 par value; no change during the month. • Class B: 300.00 million authorised shares at the same par value; no change. • Aggregate authorised capital remained USD 100,000.

Issued Share Statistics • Class A shares outstanding (excluding treasury) increased by 0.03%—up 276,568 shares—to 880.32 million. • Treasury stock was unchanged at 0.46 million shares, leaving total Class A issued shares at 880.78 million. • Class B issued shares were unchanged at 190.95 million. • The company confirmed compliance with the 25% minimum public-float requirement as of 30 April 2026.

Equity Incentive Activity • All new issuance stemmed from the 2023 Pre-Listing Share Option Scheme, where 276,568 options were exercised, injecting HKD 0.06 million in proceeds. • Outstanding options under this scheme total 15.47 million, with capacity to issue a further 10.02 million shares.

Outstanding Dilutive Instruments (No Exercises in April) • Successor Company Listed Warrants: 8.39 million potential Class A shares, exercisable on a cashless basis at HKD 11.50. • Successor Company Promoter Warrants: 10.88 million potential shares at the same terms. • Promoter Earn-out and Lock-up Agreement: up to 12.51 million Class A shares remain contingently issuable.

Treasury Shares and Other Movements • No repurchases, cancellations, or treasury-share transfers were recorded. • Total dilution for the month was limited to the 276,568 new Class A shares issued.

Regulatory Compliance ZG Group’s board confirmed that all April issuances complied with Hong Kong Listing Rules, and that all proceeds have been duly received.

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