16 July 2025

Honye Financial Services Ltd

("Honye" or the "Company")

Proposed Acquisition of Zoyo Capital Limited

Subscription of ‎10,869,565 Ordinary Shares of £0.01 each at £0.23 per Ordinary Share‎‎ 

Acquisition of Zoyo Capital Limited

Honye Financial Services Ltd (LSE: HOYE) is pleased to announce that the Company has entered into conditional majority and minority share sale and purchase agreements (the "Acquisition Agreements") with the shareholders of Zoyo Capital Limited (the "Sellers") pursuant to which Honye has agreed to acquire the entire issued share capital of Zoyo Capital Limited ("Zoyo") for aggregate consideration of £26,000,000.

The consideration payable by Honye will be satisfied entirely by the issue of Ordinary Shares to the Sellers at a value of £0.23 per share, which will result in the issue of 113,043,478 Ordinary Shares to the Sellers on completion (the "Consideration Shares") (the "Acquisition"). The Consideration Shares will represent ‎approximately 76% of the Company's enlarged issued share capital ("Enlarged Issued Share Capital") on completion of the Acquisition.‎

Completion of the Acquisition is conditional upon, inter alia, admission of the Consideration Shares to the Equity Shares (Transition) Category of the Official ‎List maintained by the Financial Conduct Authority ("FCA") and the Main Market of the London Stock Exchange (the "Admission").

Zoyo is a London-based FinTech company founded in April 2018 by a team of financial services and technology professionals. Zoyo and its subsidiaries ("Zoyo Group") is focussed on designing the infrastructure for the Zoyo branded app, which is intended to allow High Net-Worth Individuals ‎‎to trade equities listed on global stock markets. ‎

Upon Admission, the core focus of the enlarged group of the Company and the Zoyo Group  ("Enlarged Group") will be two-fold: (1) via a Zoyo branded app, to ‎develop and provide a "White Labelled" digital securities broking service (the ‎‎"Zoyo White-Labelled App") to High ‎Net Worth Individuals; and (2) to conduct further research and development on and of the systems, ‎processes, functionality and regulatory requirements of a mobile-native, securities broking platform and ‎support the application by Zoyo for its own FCA authorisation, such that the Zoyo White-Labelled App can ‎eventually be replaced by Zoyo's own fully operational app, which is expected to be launched in Q1 of 2027.  Once operational, the Enlarged Group also plans to generate revenue through the sale and ‎licencing of Zoyo on-‎boarding KYC/AML tech products to businesses who require such services for ‎regulatory reasons.‎

Subscription

As announced on 9 April 2025, Weng Jianxiong (the "Subscriber") conditionally subscribed for up to 10,869,565 new Ordinary Shares ("Subscription Shares") at an issue price of £0.23 per share ("Subscription Price") to raise £2.5 million (before expenses) (the "Subscription").

The Subscription Shares subscribed for in the Subscription, which will be subscribed for in full, will represent ‎approximately 7.3% of the Enlarged Issued Share Capital.‎ The Subscription is conditional upon Admission of the Subscription Shares occurring by 8.00 a.m. on 30 July 2025. ‎

The Subscription Shares and the Consideration Shares will, upon issue, rank pari passu with the Company's existing Ordinary ‎Shares. If Admission does not proceed, the Acquisition will not proceed, the Subscription will not proceed, and ‎all monies paid will be refunded to the Subscriber.‎

The Company has also appointed Wei (Ivy) Wang and David Powell to the Board of the Company, conditional on Admission. Mr WanBao Xu will resign as a director of the Company, conditional on Admission.

Completion of the Acquisition will constitute a Reverse Takeover under the ‎UK Listing Rules and accordingly the Company will apply for the re-admission of its shares to the Equity Shares (Transition) Category of the Official ‎List maintained by the FCA and the Main Market of the London Stock Exchange.‎ The Company's shares remain suspended from trading pending the publication of a prospectus prepared in accordance with the ‎Prospectus Regulation Rules of the FCA and approved by the FCA, or an announcement that the Acquisition is not ‎proceeding.‎  The Company has prepared a prospectus setting out further information on the Acquisition, the Subscription, Admission and other related matters. The Prospectus will be available at the Company's website: https://honyefinance.com/ as soon as practicable following its publication and a further announcement will be made in due course.

For further information, please visit https://honyefinance.com/.‎

 MARKET ABUSE REGULATION DISCLOSURE

The information contained within this announcement is deemed by the Company (LEI: ‎‎213800PS7ZTYIWJWJC22) to constitute inside ‎information for the purpose of Article 7 of EU Market Abuse ‎Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union ‎‎(Withdrawal) Act 2018, as amended.‎

IMPORTANT NOTICES

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". ‎These forward-looking statements can be identified by the use of forward-looking terminology, including the ‎terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", ‎‎"hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or ‎comparable terminology. These forward-looking statements include matters that are not facts. They appear ‎in a number of places throughout this announcement and include statements regarding the Directors' beliefs ‎or current expectations concerning, amongst other things, the amount of capital which will be returned by ‎the Company and the taxation of such amounts in the hands of Shareholders. By their nature, forward-‎looking statements involve risk and uncertainty because they relate to future events and circumstances. ‎Investors should not place undue reliance on forward-looking statements, which speak only as of the date ‎of this announcement.‎

The information given in this announcement and the forward-looking statements speak only as at the date of ‎this announcement. The Company and their respective affiliates expressly disclaim any obligation or ‎undertaking to update, review or revise any forward-looking statement contained in this announcement to ‎reflect actual results or any change in the assumptions, conditions or circumstances on which any such ‎statements are based unless required to do so by the Financial Services and Markets Act 2000, the UK Listing Rules, ‎the Prospectus Regulation Rules or other applicable laws, regulations or rules.‎

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into ‎whose possession any document or other information referred to herein comes should inform themselves ‎about and observe any such restriction. Any failure to comply with these restrictions may constitute a ‎violation of the securities laws of any such jurisdiction. ‎

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock ‎market and currency movements. When you sell your investment you may get back less than you originally ‎invested. All of the value of an investor's investment in the Company will be at risk. Past performance is not ‎a guide to future performance and the information in this announcement or any documents relating to the matters ‎described in it cannot be relied upon as a guide to future performance. Persons needing advice should ‎contact a professional adviser.‎