Z Fin Limited (Stock Code: 1168) 2025 Annual Report – Key Investor Highlights

Major Developments and Strategic Repositioning

• Rebranding and Strategic Focus: The Company has undergone a significant rebranding from “Sinolink Worldwide Holdings Limited” to Z Fin Limited, marking a decisive shift from a traditional property-focused conglomerate to a technology-driven enterprise with a core emphasis on financial technology (FinTech) investment and management. This transition is a pivotal chapter in the Company’s history and signals a commitment to capturing high-growth opportunities in the digital economy.
• FinTech Expansion: The Group is actively investing in and collaborating with leading FinTech and new economy companies, particularly in areas such as Artificial Intelligence, Web3 technologies, stablecoin regulatory regimes, and tokenisation of Real-World Assets (RWA). Notably, ZA Bank, an associate, became the first digital bank in Hong Kong to surpass one million users.

Financial Performance and Capital Structure

• Revenue and Profitability: Z Fin Limited reported a 63.4% increase in revenue to HK\$566.0 million and a 105.2% increase in gross profit to HK\$405.6 million for the year ended 31 December 2025. However, the Company recorded a net loss attributable to owners of HK\$1,100.1 million (basic loss per share: HK\$2.97), a reversal from a profit of HK\$3,968.7 million in 2024 (restated basic EPS: HK\$12.45). This swing is primarily attributable to non-recurring gains in the prior year and the full consolidation of a business combination completed in December 2024.
• Dividend Policy: No interim or final dividend was declared for 2025, reflecting the Company’s intention to retain capital for reinvestment in high-growth technology sectors.
• Convertible Bonds and Capital Reorganisation: The Company completed a HK\$200 million zero-coupon convertible bond issue in 2024, subscribed by controlling shareholder Mr. Ou Yaping (via Asia Pacific). The net proceeds were allocated as follows:
  • ~60% for business development (primarily FinTech initiatives),
  • ~30% for partial repayment of outstanding bank loans,
  • ~10% for general working capital.

  As of 31 December 2025, HK\$99 million of the net proceeds remain unutilised, with a further HK\$10 million used after year-end for business development.

• Strengthened Balance Sheet: On 25 July 2025, 117,647,058 shares were issued upon conversion of the Convertible Bonds, resulting in full cancellation of the bonds, a reduction in liabilities, and a strengthened equity base. This move enhances the Company’s financial position and may be viewed positively by investors concerned about leverage.
• Liquidity and Gearing: The Group ended 2025 with cash and bank balances of HK\$2,012 million, undrawn borrowing facilities of HK\$586 million, and a reduced gearing ratio of 19.8% (from 25.6% in 2024), maintaining a robust liquidity position.

Operational Segments and Investments

• Financing Services: The segment focuses on providing financial solutions to technology and new economy clients. As of year-end, the loan book comprised 3 borrowers with outstanding principal and interest of HK\$112.8 million (down from HK\$329.8 million in 2024), reflecting a tightened risk approach.
• Asset Management Expansion: AA Investment Management Limited, a wholly-owned subsidiary, holds Type 1, 4, and 9 SFC licenses, offering digital fund dealing and discretionary portfolio management. Plans are underway to upgrade the Type 9 license to manage virtual assets, positioning the Group as a key player in the growing digital asset sector.
• Property Business: The Group holds significant property assets (investment properties valued at HK\$6.43 billion, stock of properties at HK\$3.10 billion as of 31 December 2025) and continues to monetize properties where market conditions are favorable.

Key Risks and Outlook

• Macroeconomic and Regulatory Risks: The Company acknowledges ongoing geopolitical uncertainties, China’s moderate inflation, and potential economic fluctuations. Nonetheless, management maintains a long-term optimistic outlook, expecting further policy support in China and improved global investment sentiment as interest rates trend downward in major economies.
• Price-Sensitive Forward Strategy: Z Fin Limited’s clear strategic focus is on channeling resources into high-growth FinTech areas (especially Web3, RWA, and cross-border payments), while ensuring traditional businesses provide stable cash flow. This pivot, coupled with the intent to upgrade regulatory licenses and expand into virtual asset management, is highly relevant for investors tracking sectoral shifts and regulatory developments.
• Share Option Schemes: No new options were granted in 2025, and none are outstanding. A new share option scheme, compliant with updated HKEX listing rules, will be proposed at the next AGM, giving the Company flexibility for future talent incentives.
• Environmental, Social, and Governance (ESG): The Group emphasizes compliance with environmental laws, anti-corruption, and transparency. ESG and whistleblowing policies are in place and reviewed regularly.

Board and Corporate Information

• Board Composition: Led by Chairman and CEO Tang Yui Man Francis, with a blend of executive, non-executive, and independent non-executive directors. The corporate governance structure is robust, with established audit, nomination, and remuneration committees.
• Shareholding and Public Float: The largest shareholder is Asia Pacific (controlled by Mr. Ou Yaping), holding 64.46% of shares. The public float exceeds 25%.

Potential Share Price Movers

• The strategic pivot into FinTech and digital assets (especially the push into virtual asset management and Web3) is a significant potential share price catalyst. Regulatory approval for expanded asset management activities could drive growth and market interest.
• The full conversion and cancellation of the HK\$200 million Convertible Bonds improves the balance sheet and may be viewed positively by equity holders, reducing financial risk.
• No dividend declaration may disappoint income-focused investors, but signals a strategy to invest in future growth.
• The upgrade in SFC licensing for virtual assets, if approved, would position Z Fin Limited as one of the few licensed Hong Kong players in this emerging space.

Other Notable Points

• The Company remains compliant with all major legal and regulatory frameworks in Hong Kong, Bermuda, PRC, and the British Virgin Islands.
• No material connected transactions (other than the Convertible Bonds) or equity-linked agreements were outstanding at year-end.

Conclusion

Investors should closely monitor Z Fin Limited’s ongoing strategy execution in the FinTech and digital asset space, the outcome of its SFC license upgrade application, and deployment of the remaining convertible bond proceeds. The Company’s shift toward technology-driven businesses and strengthened balance sheet are potentially significant for future valuation, but investors should weigh these against the current loss-making status and lack of dividends.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research and consult professional advisors before making any investment decisions. The information is derived from the Company’s 2025 Annual Report and may be subject to change or revision. The author and publisher accept no liability for any loss arising from reliance on this report.

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