Statement re Fundraising Update

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS THE SAME HAS BEEN RETAINED IN UK LAW AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

9 April 2025

Honye Financial Services Ltd

 (the "Company" or "Honye")

Fundraising Update

Honye Financial Services Ltd is pleased to announce that it has entered into a subscription agreement (the "Subscription Agreement") with Mr. Weng Jianxiong (the "Investor"). Under the terms of the Subscription Agreement, the Investor has agreed to subscribe for up to 10,869,565 ordinary shares of £0.01 each in the Company (the "Subscription Shares") at an issue price of £0.23 per share, which would result in gross proceeds for the Company of £2,500,000 (the "Subscription"). The Subscription is conditional upon the completion of the Company's reverse takeover transaction with Zoyo Group (the "RTO") and the re-admission of the Company's ordinary shares to the transition category of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market ("Admission").

Pursuant to the terms of the Subscription Agreement, the Investor may, prior to Admission and with the agreement of the Company, subscribe for convertible loan notes ("CLNs") of the Company, pursuant to the convertible loan note instrument executed by the Company on 4 April 2025, the terms of which were announced on the same day. 

To the extent either:

(i)            the Investor subscribes for any CLNs; or

(ii)           either Tang Investment No.1 Limited ("Tang") or Mr Abdullah Alnuwaysir ("AA") or entities or funds associated with them subscribe for shares in the Company as party of any equity fundraising undertaken prior to or in connection with the RTO,

the aggregate amount of the cash actually received by the Company pursuant to all of such investments shall reduce the Investor's obligation to subscribe for Subscription Shares on a pound for pound basis.

The Company continues to work with AA to deliver their proposed investment in the Company. A further update will be provided in due course.

The Company previously announced that it had signed a loan agreement with Tang for a principal amount of £275,000.  Unfortunately, Tang has been unable to fund the Loan on the terms agreed and therefore the Company and Tang have mutually agreed to terminate this agreement.  There is also no certainty that Tang will make a material investment in any equity fundraising to be carried out by the Company in connection with the RTO.  However, Tang and the Company maintain a good relationship and continue to explore ways in which they can work together in the future.

Commenting on the Subscription, Liu Yu Xing, Executive Director, said:

"The Subscription by Mr. Weng represents a significant milestone in the Company's reverse takeover of Zoyo Group. This strategic investment provides a robust financial foundation for the successful completion of the transaction and demonstrates strong investor confidence in Honye's future growth. The Company remains fully committed to completing the final steps of the RTO process, and we will continue to update shareholders as progress is made."

Shaun Wootton, Non-Executive Chairman, added:

"I would like to thank Mr. Weng for his support. We look forward to providing shareholders with further updates on the RTO in due course."

-Ends-

Further information: