ZA ONLINE (06060) announced that on August 29, 2025, ZhongAn International entered into a subscription agreement with ZhongAn Tech, Z Fin, Warrior, Opportunities Fund, Cosmos, OKG, and Northstar. Under the agreement, ZhongAn Tech conditionally agrees to subscribe for, and ZhongAn International conditionally agrees to issue and allot, up to 135 million ordinary shares of ZhongAn International at a purchase price of US$0.4225 per share.
Upon completion of the subscription and simultaneously, given that the purchase price per ordinary share of ZhongAn International under the subscription is lower than the adjusted purchase price under the previous shareholders' agreement, the anti-dilution mechanism under the previous shareholders' agreement will be triggered. This will result in the gratuitous issuance of 3.7398 million, 4.3133 million, 0.1999 million, and 0.9995 million ordinary shares of ZhongAn International to ZhongAn Tech, Z Fin, Warrior, and Opportunities Fund, respectively.
As of the announcement date, ZhongAn Tech, Z Fin, Warrior, Opportunities Fund, Cosmos, OKG, and Northstar hold approximately 43.43%, 43.50%, 7.08%, 2.46%, 1.88%, 1.10%, and 0.55% of the voting interests in ZhongAn International, respectively.
Following completion of the subscription and the anti-dilution share issuance, ZhongAn Tech, Z Fin, Warrior, Opportunities Fund, Cosmos, OKG, and Northstar are expected to hold approximately 45.76%, 41.71%, 6.77%, 2.39%, 1.80%, 1.05%, and 0.52% of the voting interests in ZhongAn International, respectively.
The capital injection under the subscription will provide ZhongAn International with additional working capital and enhanced financial flexibility, which will further accelerate its digital banking business expansion, including the development of new wealth management products and features, as well as the construction of Web 3.0 banking infrastructure.