ZG Group — Annual Report 2025

Apr 24, 2026

==> picture [81 x 69] intentionally omitted <==

==> picture [86 x 51] intentionally omitted <==

(A company controlled through weighted voting rights, incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as ZGW)

Stock Code: 6676 Warrant Code: 2572

2025

ANNUAL REPORT

Company Information	2
Chairman’s Letter to Shareholders	4
Financial Highlights	7
Business Review and Outlook	10
Management Discussion and Analysis	19
Directors’ Report	39
Directors and Senior Management	63
Corporate Governance Report	68
Other Information	89
Independent Auditor’s Report	105
Consolidated Statement of Profit or Loss and	110
Other Comprehensive Income
Consolidated Statement of Financial Position	112
Consolidated Statement of Changes in Equity	114
Consolidated Statement of Cash Flows	115
Notes to the Consolidated Financial Statements	118
Five Year Financial Summary	240
Definitions	241

2 2025 ANNUAL REPORT

Company Information

BOARD OF DIRECTORS

Executive Directors

Mr. Wang Dong (王東)

(Chairman and chief executive officer) Mr. Wang Changhui (王常輝)

Ms. Gong Yingxin (宮穎欣)

Ms. Zhou Min (周敏)

Non-Executive Directors

Mr. Ye Qian (葉芊)

Mr. Jiang Rongfeng (蔣榕烽) (Resigned with effect from August 27, 2025) Mr. Sun Qingdong (孫卿東) (Appointed with effect from August 27, 2025)

Independent non-executive Directors

Mr. Wang Xiang (王翔)

Mr. Wang Weisong (王蔚松) Mr. Chen Yin (陳垠)

AUDIT COMMITTEE

Mr. Wang Weisong (Chairman) Mr. Chen Yin

Mr. Jiang Rongfeng (Resigned with effect from August 27, 2025)

Mr. Sun Qingdong (Appointed with effect from August 27, 2025)

REMUNERATION COMMITTEE

Mr. Wang Xiang (Chairman) Mr. Chen Yin Mr. Ye Qian

NOMINATION COMMITTEE

Mr. Wang Xiang (Chairman) Mr. Wang Weisong Ms. Gong Yingxin

CORPORATE GOVERNANCE COMMITTEE

Mr. Chen Yin (Chairman) Mr. Wang Weisong Mr. Wang Xiang

JOINT COMPANY SECRETARIES

Mr. Meng Long Ms. Lai Siu Kuen (Resigned with effect from March 27, 2026) Ms. Chan Yan Lam (Appointed with effect from March 27, 2026)

AUTHORIZED REPRESENTATIVES

Mr. Wang Dong Ms. Lai Siu Kuen (Resigned with effect from March 27, 2026) Ms. Chan Yan Lam (Appointed with effect from March 27, 2026)

REGISTERED OFFICE

Maples Corporate Services Limited

PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands

HEADQUARTERS AND PRINCIPAL PLACE OF BUSINESS IN THE PRC

No. 123, Xinpei Road Jiading District, Shanghai PRC

PRINCIPAL PLACE OF BUSINESS IN HONG KONG

Room 1918, 19/F, Lee Garden One 33 Hysan Avenue Causeway Bay Hong Kong

HONG KONG SHARE REGISTRAR

Tricor Investor Services Limited

17/F, Far East Finance Centre 16 Harcourt Road Hong Kong

==> picture [10 x 808] intentionally omitted <==

ZG Group 3

==> picture [9 x 808] intentionally omitted <==

PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE

Maples Fund Services (Cayman) Limited

PO Box 1093, Boundary Hall Cricket Square Grand Cayman, KY1-1102 Cayman Islands

COMPLIANCE ADVISOR

Altus Capital Limited

21 Wing Wo Street Central, Hong Kong

PRINCIPAL BANKS

Bank of Communications Co., Ltd. China Merchants Bank Co., Ltd. Ping An Bank Co., Ltd.

STOCK CODE

6676

WARRANT CODE

2572

Company Information

LEGAL ADVISORS AS TO HONG KONG LAW

King & Wood

13/F Gloucester Tower The Landmark 15 Queen’s Road Central Hong Kong

LEGAL ADVISORS AS TO CAYMAN ISLANDS LAW

Maples and Calder (Hong Kong) LLP

26/F, Central Plaza 18 Harbour Road Wanchai Hong Kong

A U D I T O R A N D R E P O R T I N G ACCOUNTANTS

Deloitte Touche Tohmatsu

Certified Public Accountants Registered Public Interest Entity Auditor 35/F One Pacific Place 88 Queensway Hong Kong

COMPANY WEBSITE

ir.zhaogang.com

4 2025 ANNUAL REPORT

Chairman’s Letter to Shareholders

A Letter to Shareholders

Dear Shareholders of ZG Group,

The reason for writing this letter is that a single annual report and the figures within it are not sufficient to clearly depict some of the Company’s strategic key points. Therefore, please allow me to briefly outline some of the major work highlights of the past year and the strategic intentions reflected therein.

As you know, after submitting the application on August 31, 2023, the Company went through a long waiting period before Listing, and was officially listed on March 10 last year. This prolonged waiting time exceeded management’s expectations and indeed caused some unforeseen disruptions for the Company. However, after the Listing, within seven to eight months, the Company quickly made corresponding adjustments, successfully overcame some of these disruptions, and is now on a solid footing, moving forward towards new goals.

First, the Company has maintained its industry-leading business scale, with GMV exceeding RMB150 billion. After overcoming previous disruptions, all aspects of the business showed healthy growth in Q4 2025.

ZG Group’s industry sector belongs to the industrial products B2B market, which is a sector with very significant economies of scale. As scale grows, we are able to better capture service-related income and reduce marginal costs of business. This is reflected in the detailed financial analysis, which I will not elaborate on here.

I believe that when the future turning point to profitability arrives, the market will once again respect our scale and seriously evaluate the commercial value contained therein.

Second, the main factors driving the Company’s growth today are as follows:

1. EXTENSIVE USE OF AI TOOLS CONTINUES TO ENHANCE OUR SERVICE EFFICIENCY AND SUPPORT OUR ENTRY INTO MORE INDUSTRIAL PRODUCT CATEGORIES

As early as 14 years ago, when I founded ZG Group, I realized that the greatest information dilemma in this industry was that the information flow of a trade order and the trade flow were disconnected. The information flow includes the price, quantity, delivery location, after-sales conditions, etc. of industrial products, and this information is scattered in instant messaging software, from QQ in the past to WeChat today; while the trade flow (management of inventory, funds and invoices) is concentrated in enterprises’ ERP software or Excel spreadsheets. This disconnection not only caused huge transaction costs but also reduced trade efficiency.

In ZG Group’s external and internal business, billions of chat records are generated every year. After our customer service staff finish chatting with suppliers and users, the confirmed information flow is entered into the Company’s ERP system to complete the transaction.

Therefore, it can be seen that ZG Group has always attached great importance to the operation and development around the integration of instant messaging software and trade flow, from the joint venture with Tencent in 2018 (around Enterprise QQ) to the signing of a strategic cooperation agreement with Enterprise WeChat in 2023. We are the only company in the industry with profound understanding and accumulation in this area.

==> picture [10 x 808] intentionally omitted <==

ZG Group 5

==> picture [9 x 808] intentionally omitted <==

Chairman’s Letter to Shareholders

Since the essence of information flow lies in chats within instant messaging software, when ChatGPT emerged years ago, we attached great importance to the progress of related AI technologies. Because we deeply understand that in the world of all B2B trade, the most efficient form in the future must be “RM (Relationship Management) + Agent”. Simply put, it is “chat equals transaction”. Once the transaction information is confirmed, the Agent will automatically process it. If it is the procurement of standardized products, it may even evolve into an “Agent to Agent” form.

We are major beneficiaries of the rapid development of AI technology and we are fully prepared. Today, the Company has already begun to extensively adopt more than ten Agents such as AI Procurement Assistants and AI Sales Assistants, which have greatly improved operational efficiency. At the same time, in September 2025, the Company obtained the industry large-model filing from the Cyberspace Administration of China, and we have successfully obtained three important invention patents in the field of AI applications.

2. WITH THE APPLICATION OF AGENT TOOLS, THE COMPANY SUCCESSFULLY ENTERED CERTAIN INDUSTRIAL PRODUCT CATEGORIES WITH HIGHLY COMPLEX SPECIFICATIONS AND MATERIALS IN 2025

In traditional steel trading, the processing of information for product categories such as shaped steel and pipes has always been an industry challenge. These categories have extremely complex specification parameters. Taking pipes as an example, a steel pipe needs to be labeled with more than a dozen dimensions of information, including material, wall thickness, outer diameter, length, and anti-corrosion grade, and each dimension has a very wide range of values. In the past, the processing method could only rely on manual entry one by one, which was not only inefficient but also had a high error rate.

When our AI technology matured, AI Agents could quickly parse technical parameter documents sent by suppliers, automatically extract key information, and match it to the correct SKU classification. In 2025, we officially launched the “Shaped Steel and Pipes Marketplace” channel. AI Agents helped us quickly parse and process the collection, organization and quotation of complex material information such as shaped steel and pipes. In the past, a quotation sheet required half a day of work by a business staff member, but now AI can complete it within seconds, with accuracy far exceeding manual work, and the profit is several times that of ordinary steel.

At present, the “Shaped Steel and Pipes Marketplace” has already become one of the Company’s key development categories. The market scale of these small industrial materials is enormous and has long been recognized in the industry as a high-value sector. In the past, due to the bottleneck in information processing, we had never been able to fully enter this market. Now, with the support of AI Agents, we are confident of achieving greater breakthroughs in this field and making it a new growth point for the Company’s profits.

3. I N T E R M S O F R E G I O N A L E X P A N S I O N , T H E C O M P A N Y ’ S INTERNATIONALIZATION STRATEGY CONTINUES TO ADVANCE AND HAS ACHIEVED INTERIM RESULTS

Around the strategic goal of “rebuilding another ZG Group overseas within three years”, the Company has continued to deepen its layout in the Southeast Asia and Middle East markets, and has already achieved multiple breakthroughs.

6 2025 ANNUAL REPORT

Chairman’s Letter to Shareholders

In the Southeast Asian market, countries such as Thailand, Indonesia and Malaysia are in the stage of accelerated industrialization. Coupled with the global computing power infrastructure entering a new construction cycle, Southeast Asia is gradually becoming an important destination for global computing power investment, opening up new growth space for the Company. In 2025, the Company participated in multiple computing center infrastructure projects, achieving effective accumulation in supply chain service capabilities, project execution experience and customer resources, and established stable cooperative relationships with several general contractors and owners of computing centers. In the future, the Company will form a professional computing infrastructure team, focusing on expanding related products such as power distribution, transformers, industrial control, cooling, and wires and cables, thereby promoting the extension of business into the AI infrastructure supply chain.

In the Middle East and North Africa region, on the basis of consolidating the UAE market, the Company successfully expanded into core countries such as Saudi Arabia and Egypt. In March 2026, the Company’s first platform-type processing plant in Dubai Industrial City was officially put into operation. Once reaching full production, it will become the leading single-site steel processing base in the UAE. As an important node of the Company’s “Middle East Steel Super Hub” strategy, this project will further connect key links such as trading, processing, logistics and warehousing, enhance regional fulfillment capabilities, and provide customers with integrated industrial product service solutions.

4. IN THE NON-STEEL COMMODITIES SECTOR, THE COMPANY CONTINUES TO ADVANCE INDUSTRIAL EXPANSION AND UPGRADE VALUE-ADDED SERVICES

In July 2025, the Company and Trafigura Group jointly established the LYKOS non-ferrous metals industrial internet platform. As Trafigura’s exclusive digital platform for non-ferrous metals in China, focusing on online trading of copper, aluminum, lead, and zinc, the KYKOS platform achieved GMV of several billion yuan during its trial operation stage, validating the feasibility of the model and its growth potential, and laying a solid foundation for the Company’s layout in the non-ferrous sector.

In the ZG Industrial Products business, the Company has continued to deepen its layout in the electronic components and industrial electrical fields. By leveraging AI technology to empower supply-demand matching and transaction efficiency, the business has developed rapidly. Within just over a year, the Company has established a leading advantage in certain sub-categories such as PLC, and through continuous expansion of product categories and brand resources, it is gradually evolving into a multi-category industrial products digital platform.

Overall, AI is continuously disrupting the circulation industry, with trading habits shifting from “communicate first, then trade” to “communication equals transaction”. The Company is integrating Enterprise WeChat to build an “industry-level AI trading system gateway”, and in the future, in addition to fixed fees, will achieve higher returns through multiple models such as AI profit sharing and token-based fees. AI and internationalization have become the Company’s clear second growth curve. With the expansion of new business scale and structural optimization, the Company’s profitability will continue to improve, and the turning point to profitability is gradually emerging. The Company will continue to advance the implementation of its strategy to create more sustainable returns for Shareholders.

==> picture [10 x 808] intentionally omitted <==

ZG Group 7

==> picture [9 x 808] intentionally omitted <==

Financial Highlights

Condensed Profit Loss Statement

	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
			Year-on-year
	2025	2024	Change
	RMB	RMB	%
	(in thousands, except percentages)
Revenue	2,120,302	1,551,043	36.7
Gross Profit	379,074	426,189	-11.1
Loss before tax	(587,700)	(67,014)	777.0
Loss for the year	(591,687)	(68,667)	761.7

Condensed Balance Sheet

	As of December 31,	As of December 31,
			Year-on-year
	2025	2024	Change
	RMB	RMB	%
	(in thousands, except percentages)
Total current assets	10,111,986	9,577,651	5.6
Total non-current assets	616,799	470,901	31.0
Total assets	10,728,785	10,048,552	6.8
Total liabilities	10,133,434	16,554,957	-38.8
Total Equity (Deficit)	595,351	(6,506,405)	N/A
Total liabilities and equity	10,728,785	10,048,552	6.8

8 2025 ANNUAL REPORT

Financial Highlights

Non-IFRS Financial Measures

To supplement our consolidated financial statements which are presented in accordance with IFRS, we also use non-IFRS measures, namely adjusted net loss (non-IFRS measure) and adjusted EBITDA (non-IFRS measure) as additional financial measures, which are not required by or presented in accordance with IFRS. We believe that such non-IFRS measures facilitate comparisons of operating performance from year to year and company to company by eliminating potential impacts of certain items, and provide useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as it helps our management. However, our presentation of such non-IFRS measures may not be comparable to similarly titled measures presented by other companies. The use of such non-IFRS measures has limitations as an analytical tool, and you should not consider it in isolation from, or as substitute for analysis of, our results of operations or financial condition as reported under IFRS.

We define adjusted net loss (non-IFRS measure) as loss for the year adjusted by adding back fair value change of convertible preferred shares and warrants, share-based payment expenses, De-SPAC Transaction expenses and professional fees and expenses related to De-SPAC Transaction (as defined under the “Business Review and Outlook” section). The convertible preferred shares and warrants automatically convert into ordinary shares upon the satisfaction of certain conditions, and no further loss or gain on fair value changes is expected to be recognized afterwards. In addition, share-based payment expenses are non-cash in nature and do not result in cash outflow, and the adjustments have been consistently made during the Reporting Period. We also exclude professional fees, expenses related to De-SPAC Transaction and De-SPAC Transaction expenses. We define adjusted EBITDA (non-IFRS measure) as adjusted net loss (non-IFRS measure) for the year adjusted by adding back income tax expense, finance costs, interest on bank deposit related to borrowings and depreciation and amortization.

	For the Year Ended	For the Year Ended
	December 31,
	2025	2024
	(RMB in thousands)
Loss for the year	(591,687)	(68,667)
Fair value change of convertible preferred shares and warrants	143,404	(5,253)
Equity-settled share-based payments	(94,697)	–
De-SPAC Transaction expenses	(373,590)	–
Professional fees and expenses related to De-SPAC Transaction	(44,671)	(9,697)
Adjusted net loss (non-IFRS measure)	(222,133)	(53,717)
Income tax expenses	(3,987)	(1,653)
Finance costs	(24,049)	(39,994)
Interest on bank deposit related to borrowings	432	976
Depreciation and amortization	(19,377)	(20,175)
Adjusted EBITDA (non-IFRS measure)	(175,152)	7,129

==> picture [10 x 808] intentionally omitted <==

ZG Group 9

==> picture [9 x 808] intentionally omitted <==

Financial Highlights

Included in the adjusted net loss (non-IFRS measure) and adjusted EBITDA (non-IFRS measure) of RMB222.1 million and loss of RMB175.2 million in 2025 (2024: RMB53.7 million and RMB7.1 million), respectively, an amount of RMB86.8 million, represents the expected credit loss recognized in relation to other receivables (2024: expected credit loss of RMB59.0 million), and a gain of RMB2.6 million (2024: loss of RMB0.9 million) from fair value changes of financial assets measured at fair value through profit or loss, and an amount of loss of RMB0 million (2024: loss of RMB7.3 million) from other gains and losses including loss on disposal of interests in associates, impairment loss on investments in associates and loss on disposal of subsidiaries which are not directly related to the Group’s daily operation.

Management believes that excluding these items, which are not incurred during the Group’s normal core business activities, provides a clearer reflection of the Group’s underlying operating performance and better illustrates the results of its normal core business operations.

For illustrative purposes only, after excluding these amounts, the adjusted net loss (non-IFRS measure) and adjusted EBITDA (non-IFRS measure) would have been RMB138.0 million and loss of RMB91.0 million in 2025, respectively, compared to adjusted net income (non-IFRS measure) of RMB13.5 million, and adjusted EBITDA (non-IFRS measure) of RMB74.3 million in 2024, respectively.

10 2025 ANNUAL REPORT

Business Review and Outlook

OVERVIEW

Aquila Acquisition Corporation (“ Aquila ”), a special purpose acquisition company focused on technology-enabled businesses in Asia, completed a transformative De-SPAC transaction with ZG Group (formerly Zhaogang. com Inc.), upon completion of the De-SPAC transaction on March 10, 2025, now known as the Company. This business combination was effected through a series of agreements, including the Business Combination Agreement, under which Aquila merged with a wholly-owned subsidiary of ZG Group, resulting in Aquila becoming a wholly-owned subsidiary of the Company. The transaction also included private investment in public equities totalling HK$535.8 million (the “ PIPE Investments ”) from eight investors, a bonus share issue to incentivize Aquila shareholders, and a promoter earn-out right granting additional shares to Aquila’s promoters upon meeting certain conditions. Valued at HK$10.0 billion, the De-SPAC transaction enabled the Company’s listing on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), marking the culmination of Aquila’s mission to partner with a leading player in the new economy sector – ZG Group, one of China’s largest digital platform for third-party steel transactions (the “ De-SPAC Transaction ”).

Upon completion of the De-SPAC Transaction, Aquila shareholders and PIPE investors became shareholders of the Company, which now operates as a listed entity on the Stock Exchange, advancing its mission to revolutionize the steel transaction industry through technology and innovation. This results announcement cover the Company’s first full financial year as a publicly listed entity, reflecting the continued momentum following the successful completion of the De-SPAC Transaction and ongoing strategic initiatives in its growth journey. The year 2025 continued to be a year of sustained progress and business development for the Group by leveraging its listed platform.

REVIEW AND OUTLOOK

In 2025, ZG Group’s domestic foundation steadily recovered, while its AI-driven and international businesses experienced rapid development, with revenue and gross profit contributions from new businesses rising significantly.

Against the backdrop of the flourishing AI era, the Company undertook a comprehensive upgrade of its strategy and positioning. ZG Group is a technology services company built upon authentic industrial transaction data, with AI Agents as the execution core, dedicated to achieving a complete closed loop from data insights to transaction execution. We are committed to providing customers in the industrial and construction sectors across China, Southeast Asia and the Middle East with integrated services such as intelligent transactions and smart logistics, while also engaging in supply chain fintech services through equity participation, continuously enhancing industrial efficiency through AI.

The Company has built datasets covering transactions, logistics and credit data based on hundreds of millions of conversational records and millions of structured order records generated annually. Leveraging these datasets, the Company has developed a full set of AI Agent ecosystem encompassing transactions and services, assisting in the delivery of high-quality integrated offerings such as intelligent transactions, smart logistics and supply chain fintech services. The full-chain services generate more high-quality data, which in turn creates a recurring growth flywheel.

==> picture [10 x 808] intentionally omitted <==

ZG Group 11

==> picture [9 x 808] intentionally omitted <==

Business Review and Outlook

AI-Driven Full-Chain Technology Service Platform: “Three-in-One” Evolutionary Closed-Loop Self-Reinforcing Flywheel

==> picture [406 x 195] intentionally omitted <==

----- Start of picture text -----

Arena
Business Generates High-quality Data Transactions, Logistics, SupplyChain Finance AI Intelligent Team Drives Full-chain Execution
Full Coverage of Application Scenarios
Real Industry Data Set AI Intelligent Team
Fuels Engine
AI Procurement, AI Sales, AI
Transaction Data, Logistics Data,Financial Risk Control Data Intelligent Closed-loop Connection, Internal Staff, AI Factory Operations
Continuous Flow of Real Data Efficient Seamless Collaboration
Data Training Optimizes AI Intelligent Team
----- End of picture text -----

In the AI domain, the Company established the Intelligent Transaction Business Group and the AI Application Laboratory. Through AI Agents, the Company expanded its product categories to electronic components, industrial electrical products and shaped steel and pipes products. As a result, AI-driven GMV surged by 464.1% to RMB1.7 billion, while AI revenue and AI gross profit grew by 217.5% and 202.8% year-on-year, reaching RMB334.6 million and RMB22.7 million, respectively. AI revenue accounted for 15.8% of total revenue, and AI gross profit represented 6% of total gross profit. In addition, the Company plans to sell AI Agents to ecosystem partners, thereby establishing an Agent-to-Agent transaction and service system, reshaping business processes through AI.

In globalization, the Company established a subsidiary in Saudi Arabia and plans to set up a company in Egypt. International business revenue increased by 71.5% year-on-year, while gross profit rose by 93.9%. International revenue accounted for 48.0% of total revenue, and international gross profit represented 21.3% of total gross profit. The Company expanded its business scope from transactions to processing and MRO products, with its processing plant scheduled to commence production in 2026. At present, the Group’s international business supplies large volumes of steel and MRO products to computing center projects, and the Company plans to establish a computing infrastructure team to further expand into AI infrastructure-related products such as power distribution, transformers, industrial control, cooling systems, and wires and cables.

During the year, the Company achieved revenue of RMB2.1 billion, representing a year-on-year increase of 36.7%, and gross profit of RMB379.1 million, representing a year-on-year decrease of 11.1%, while operating cash flow remained positive. In the fourth quarter, the Company’s fintech business resumed through equity participation, and logistics tonnage also rose rapidly. Steel transaction volume for the quarter reached 13.6 million tons, representing a year-on-year increase of 35.9%, and the Company achieved monthly profitability on its management accounts. For the full year, the Company recorded a loss of RMB591.7 million. The increase of loss was primarily due to non-operating and non-cash expenses arising from the De-SPAC listing and sharebased payments.

12 2025 ANNUAL REPORT

Business Review and Outlook

I. Breakthrough Development in AI Business with Scaled Gross Profit Contribution

(1) Data + Scenarios Form ZG Group’s Core AI Moat

Tracing the path of ZG Group’s AI deployment, the early bottleneck restricting intelligent development lay in the difficulty of privatizing massive volumes of upstream and downstream interaction data, which prevented the formation of a high-quality data system to support the growth of intelligent agents. To address this, the Group has spent six years of continuous effort consolidating the foundation of AI transformation from three major directions: first, by establishing a joint venture with Tencent and entering into a strategic cooperation with WeCom, thereby creating a full-enterprise private domain environment and resolving the challenge of information not being retained; second, by implementing a procurement-sales separation reform to streamline information flows and lay the groundwork for standardized data; and third, by launching products such as AI transaction assistant and AI procurement assistant to build data bridges, serving as an important prelude to the Group’s AI deployment.

On the solid foundation built over six years, the Group has now fully integrated AI technology into its entire business process. With “data + scenarios + ecosystem” as its core pillars, the Group has not only constructed high-quality industrial datasets but also innovated new AI transaction cooperation models, achieving significant growth in AI revenue and gross profit.

At the data level, the Group has deeply collaborated with WeCom to build a productive service system covering inquiry, transaction, logistics, warehousing, processing and finance. This has gradually formed a “digital mirror” reflecting the real operating mechanisms of industrial product transactions, and on this basis, the Group has accumulated industrial-grade digital assets with high reuse value. During the Reporting Period, the Company engaged third-party intermediary institutions to carry out digital asset capitalization for its core digital assets, including the selfdeveloped AI Agent, logistics intelligent tracking APP, and automated transaction data analysis system etc.. As a result, the Group recognized digital assets amounting to over RMB7.28 million. At the scenario application level, ZG Group has independently developed 12 digital employees covering transactions, fulfillment and internal collaboration, embedding AI capabilities in the form of AI Agents deeply into the WeCom ecosystem. This enables seamless integration of AI with business scenarios without altering users’ existing transaction habits. At the ecosystem level, ZG Group has established deep strategic cooperation with leading internet companies such as Tencent, building AI Agents that connect instant messaging (IM) platforms, thereby creating a new generation transaction and service system. In the future, the Company will serve as a core supplier of Tencent, assisting Tencent in upgrading WeCom into an industry-level AI operating system gateway.

==> picture [10 x 808] intentionally omitted <==

ZG Group 13

==> picture [9 x 808] intentionally omitted <==

Business Review and Outlook

(2) AI Generated Scaled Gross Profit Contribution

With the empowerment of AI, the platform’s transaction categories further expanded into industrial electrical products (PLC, low-voltage electrical equipment, CNC tools), electronic components (chip connectors) and shaped steel and pipes. At the same time, we innovatively introduced a new AI Agent cooperation model for new categories — charging fees based on transaction matching effectiveness. This model not only aligns with the essence of B2B transactions but also enables the AI business to form a stable commercial closed loop. As of December 31, 2025, AI-related revenue accounted for 15.8% of the Group’s total revenue, while gross profit accounted for 6%, with revenue generated from AI Agent transaction matching being the core component.

Meanwhile, AI-empowered transactions drove significant growth in ZG Industrial Products. By the end of 2025, ZG Industrial Products connected with 2,625 downstream customers, had 720 suppliers, covered 5,043 SKUs, and completed 53,876 orders, representing a year-on-year increase of 102%.

					Year-on-
		2024 (RMB)	2025 (RMB)	year change
	(in millions, except in percentages)
AI GMV
ZG Industrial Products		297.8	574.4
Shaped steel and pipes Marketplace		–	1,105.8
AI Products		–	–
Total		297.8	1,680.2		464.1%
AI Revenue
ZG Industrial Products		105.4	321.3
Shaped steel and pipes Marketplace		–	13.0
AI Products		–	0.3
Total		105.4	334.6		217.5%
AI Gross Profit
ZG Industrial Products		7.5	9.4
Shaped steel and pipes Marketplace		–	13.0
AI Products		–	0.3
Total		7.5	22.7		202.8%

14 2025 ANNUAL REPORT

Business Review and Outlook

As the online steel transaction remains the Group’s core foundation, AI has significantly enhanced operational efficiency, enabling instant quotations and completing transactions within three minutes, improving middle and back office efficiency by more than 60%, while substantially reducing manual errors and lowering labor costs. As of December 31, 2025, the Company’s selfdeveloped SaleMatch transaction engine processed over 16 million messages per day based on AI large models, achieving a parsing accuracy rate of more than 95%, and completed hundreds of millions of intelligent transaction matches. The “AI Procurement Assistant” automatically organizes market dynamics, intelligently monitors inventory price changes, and tracks price trends to assist procurement in smart pricing. It has already connected with nearly 14,000 supplier employees and automatically updated more than 49 million product information records. In sales and after-sales processes, FatCat Cloud’s “AI Manager” acts as an enterprise intelligent manager for FatCat Cloud users, arranging AI business assistants to automatically generate, print, and send over 820,000 business documents, thereby improving efficiency. The AI Finance Specialist automates payment collection and disbursement, accelerating cash flow, and has processed nearly 5.5 million collection and payment orders. The AI Risk Control Specialist strictly reviews vehicle qualifications, monitors logistics, and ensures transaction security, having reviewed nearly 140,000 vehicle qualifications and supervised more than 610,000 logistics trajectories. The AI Warehousing Specialist operates 24/7 to accurately complete cargo ownership confirmation and instruction dispatch, having already been deployed in 230 warehouses and automatically processed more than 58,000 receipt confirmations.

(3) Organizational Structure Further Upgraded, Plans to Sell AI Products to Users

To further unlock the potential of AI, the Group completed an internal organizational restructuring in 2025. We established the Intelligent Transaction Business Group, focusing on the overall planning and implementation of AI transaction-related businesses, integrating business-side resources, and driving the rapid application of AI Agents across product categories to achieve deep integration of AI with business operations. At the same time, within the R&D Center, we set up the AI Application Laboratory to systematically advance the development of intelligent agent capabilities, with a focus on industrial large-model training, AI accuracy optimization and cross-scenario application adaptation, thereby enhancing the Group’s core AI technological strength.

The Group has defined a clear future development path for AI, centered on “extending scenarios and enabling openness”. Step by step, the Group will expand AI from a single transaction link to the full process covering logistics and payment, and upgrade from inquiry and quotation to conversational information interaction. In addition, the Company will sell AI digital employees to upstream and downstream users, with the AI procurement assistant priced at RMB60,000 per year and AI transaction assistant priced at RMB28,800 per year, commencing official sales on March 18, 2026. This enables AI Agents to evolve from “internal use” to “upstream and downstream empowerment”, thereby creating a new Agent-to-Agent transaction process. Looking ahead, we will build a universal B2B full-process AI Agent for the entire industry value chain, further expanding AI revenue scale, improving gross profit levels, and consolidating the Group’s leading position in the field of technology service platforms.

==> picture [10 x 808] intentionally omitted <==

ZG Group 15

==> picture [9 x 808] intentionally omitted <==

Business Review and Outlook

II. International Business Expanded into Processing and MRO products, Plans to Establish Computing Infrastructure Team

(1) Rapid Business Growth

The Group has set the strategic goal of “rebuilding another ZG Group overseas within three years”, continuously empowering the internationalization of Chinese manufacturing through digital innovation capabilities. In 2025, the Group achieved sustained breakthroughs in overseas trade and processing businesses, establishing a comprehensive localized supply chain service system abroad. The Group’s international business transaction volume exceeded 220,000 tons, representing a year-on-year increase of 98.8%. Operating revenue exceeded RMB1.0 billion, representing a yearon-year increase of 71.5%, while gross profit amounted to RMB80.9 million, representing a yearon-year increase of 93.9%.

It is worth noting that the Group has focused on deepening its presence in Southeast Asia and the Middle East markets. In 2025, the Company’s Southeast Asia business experienced explosive growth, with transaction volume increasing by 1,634.4% year-on-year and operating revenue accounting for 63.1% of international revenue, representing a year-on-year increase of 1,562.4%. Among them, the businesses in Thailand and Indonesia showed strong momentum, with transaction volumes increasing by 15,459.7% and 13,184.6% year-on-year, and revenues increasing by 15,932.1% and 9,654.8% year-on-year, respectively. At the same time, the Company successfully expanded into the two core markets of Saudi Arabia and Egypt, with the Saudi subsidiary already officially in operation, serving as an important strategic hub for the Middle East market layout.

(2) Business Model Expanded into Processing and MRO products

In international trading business, the Group leverages AI Agents to achieve efficient linkage between domestic procurement sourcing and international exports, creating an innovative “Domestic AI + Overseas Services” business model. At present, the Group has successfully supplied voltage transformers to PT Voksel Electric Tbk, a well-known listed company in Indonesia, and future business will further extend into markets such as Malaysia and Thailand. In processing business, by early-to-mid 2026, the Group’s first platform-based processing plant in Dubai Industrial City will commence operations, with an annual production capacity of 400,000 tons upon reaching full output. Looking ahead, our processing plant will deeply integrate transactions, finance, logistics and warehousing, striving to build a “Middle East Steel Super Hub”.

(3) Plans to Establish Computing Infrastructure Team

Global computing infrastructure construction has entered a new investment cycle, with Southeast Asia gradually becoming an important region for global data center investment. Areas such as Johor in Malaysia, the Eastern Economic Corridor in Thailand, and Greater Jakarta in Indonesia are forming regional-scale, ultra-large computing infrastructure clusters.

16 2025 ANNUAL REPORT

Business Review and Outlook

During the Reporting Period, leveraging its localized business presence in Thailand, Indonesia and Malaysia, the Group participated in data center projects covering approximately 1GW-scale computing infrastructure parks, with total infrastructure investment estimated to exceed USD10 billion. In cooperation with general contractors, the Group participated in and provided services for 13 representative data center projects in Southeast Asia, including GDS Data Center (萬國數 據控股有限公司), PDG DATA CENTER PROJECT (Princeton Digital Group), DAMAC DIGITAL JKT 02 PROJECT (阿聯酋達馬克集團), GALAXY PEAK Data center project (Galaxy Peak Data Center Co., Ltd.), Z DATA GP3 PROJECT (ZDATA Technologies Co., Ltd.), MY07 (Bridge Data Centres (Malaysia) Sdn. Bhd.), MY02 (Bridge Data Centres (Malaysia) Sdn. Bhd.), MY03 (Bridge Data Centres (Malaysia) Sdn. Bhd.) etc.

With continued growth in computing infrastructure investment in Southeast Asia, the Group plans to establish a computing infrastructure team, leveraging its digital industrial supply chain platform capabilities, overseas localized service system and engineering client resources. The team will focus on selling equipment such as power distribution systems, transformers, industrial control systems, cooling systems, and wires and cables, driving computing infrastructure-related business to become an important growth direction of the Group’s international operations.

III. Significant Enhancement in Value-Added Service Capabilities Driving Recovery in Core Transaction Volume

(1) Significant Enhancement in Value-Added Service Capabilities

In fintech, the Group advanced its business smoothly through equity participation. Leveraging the strong business advantages accumulated in terminal distribution by state-owned enterprises, the Group partnered with Chongqing Fumin Bank to launch the “Daolerong” (到樂融) industrial chain finance project. The Daolerong project aims to address the funding needs of material distribution for construction projects undertaken by central and state-owned enterprises through supply chain financial services. Under a non-recourse factoring model, the bank pays suppliers on behalf of customers, thereby optimizing cash flow. Daolerong fills a market gap by introducing innovative financial tools tailored to specific business scenarios, significantly enhancing the stability and competitiveness of the terminal distribution supply chain of central and state-owned enterprises. While providing financial services to customers, the project also increases procurement volume on the Group’s platform, leveraging the Group’s industry expertise and logistics trajectory verification value to achieve a win-win outcome. In December 2025, Daolerong was selected by Financial Times as part of the “2025 China Financial Institutions Golden Dragon Award List – Five Major Financial Articles” case studies. As of December 31, 2025, outstanding loan balances reached RMB1.6 billion, with cumulative transactions amounting to RMB2.2 billion.

==> picture [10 x 808] intentionally omitted <==

ZG Group 17

==> picture [9 x 808] intentionally omitted <==

Business Review and Outlook

In logistics business, 2025 marked a breakthrough as more users and suppliers recognized the value of the Company’s logistics network and value-added services. Logistics revenue exceeded RMB480 million, representing a year-on-year increase of 19.2% compared with 2024, while gross profit approached RMB29.5 million. Logistics tonnage approached 8 million tons, representing a year-on-year increase of 15%. As of December 31, 2025, the platform had partnerships with 1,884 carriers and more than 241,000 trucks, respectively. In terms of business structure and focus, in 2025 the Group promoted the alliance model, with the FatCat Alliance achieving coverage in 100 cities in the fourth quarter, signing 190 franchisees, and completing 440,000 tons of shipments, representing a doubling of tonnage quarter-on-quarter. In December 2025, external business accounted for 52% of total logistics operations. In cooperation models, the Group actively expanded into the aftermarket and non-steel transaction businesses. By December 2025, total business volume approached 1 million tons. In the future, FatCat Logistics plans to launch an AIpowered intelligent capacity pool covering 95% of major routes nationwide, enabling automatic matching, automatic scheduling, automatic accounting, automatic monitoring and automatic forecasting, thereby creating a “super brain” for the logistics industry.

• (2) Trading Business Recovered with Year-on-Year Growth in Q4, Operating Cash Flow Remained Positive

As of December 31, 2025, the Group’s registered corporate users in steel trading exceeded 199,000, covering more than 684,000 SKUs. For the full year 2025, transaction volume reached 45.6 million tons, representing a decline of 11.3%, primarily due to the short-term impact of business adjustments. With the enhancement of value-added service capabilities and the significant strengthening of AI capabilities, transaction volume returned to growth in the fourth quarter, exceeding 13.6 million tons, representing year-on-year growth of over 35%. For the full year, the average commission per ton for small and medium-sized customers increased from RMB5.6 in the same period of 2024 to RMB5.9 (excluding one-off impacts). In addition, the KA business within transaction services has become more focused on industrial material end-users, now covering 80 industries including power generation, energy storage, chemicals, automobiles, home appliances, machinery and technology manufacturing. The gross profit of the KA business is significantly higher than that of SME customers, making it a key development focus for transaction services going forward.

In terms of cash flow, the Group continued to maintain resilient and stable cash flow, further optimizing the capital turnover cycle of upstream suppliers and downstream customers. In 2025, operating cash flow reached RMB681 million, representing year-on-year growth of more than 60%.

18 2025 ANNUAL REPORT

Business Review and Outlook

IV. Scale Efficiency and AI-Driven Internal Application Enhancing Operational Efficiency

As the Company’s scale effects continue to be released, synergies have become increasingly evident. Benefiting from breakthroughs in cost reduction and efficiency improvement in 2025, the Group’s investment in AI large models directly and significantly enhanced per capita output. While further optimizing upstream and downstream transaction linkages, this also drove clear operating leverage effects across the three major expense categories. Excluding the impact of share-based payment expenses, the ratios of administrative expenses, selling expenses and R&D expenses to revenue were 4.9%, 15.9% and 1.9%, respectively (compared with 5.0%, 18.9% and 3.1% in the same period of 2024). The Group’s capital structure remained solid, with finance expenses achieving a substantial decline of more than 39%. In the fourth quarter of 2025, average gross profit per sales employee exceeded RMB112,000, representing an increase of nearly 15% compared with RMB98,000 in the fourth quarter of 2024. Looking ahead, the ratio of expenses to revenue is expected to further decline as the Group’s AI strategy continues to be deeply implemented at the corporate level.

==> picture [10 x 808] intentionally omitted <==

ZG Group 19

==> picture [9 x 808] intentionally omitted <==

Management Discussion and Analysis

The following table sets forth the key operating data of the Group for the years indicated.

	For the Year	Ended
	December	31,
	2025	2024
Total GMV (RMB in millions)	151,507.4	188,012.5
GMV for steel products (RMB in millions)(1)	150,778.9	187,604.1
GMV for non-steelproducts(RMB in millions)	728.5	408.4
Total Transaction Volume (ton in thousands)	45,585.3	51,417.7
Transaction Services
Online third-party transaction volume (ton in thousands)	45,362.8	50,298.8
GMV for online third-party transaction (RMB in millions)	150,423.6	183,696.5
Average commission fee per ton charged on SMB solution (RMB)(2)	5.1	5.6
Average commission feeper ton charged on keyaccounts(RMB)(3)	47.9	180.9
Transaction Support Services
Transaction volume supported bylogistics services(ton in thousands)	7,979.6	6,936.6
Overseas Transaction Business
Transaction volume(ton in thousands)	222.5	111.9

Notes:

(1) The change in GMV for steel products is directly related to fluctuations in steel prices.

(2) The average commission fee per ton charged on SMB solution was RMB5.9 after excluding one-off impacts in 2025.

(3) The decrease in the commission fee per ton charged on key accounts in 2025 resulted from the strategic repositioning of target segments from building materials to industrial materials. Meanwhile, the total revenue from key accounts increased by 4.8% from RMB31.5 million for 2024 to RMB33.0 million for 2025.

20 2025 ANNUAL REPORT

Management Discussion and Analysis

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

The following table sets forth selected items from the condensed consolidated statement of profit or loss of the Group for the years indicated.

	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
			Year-on-year
	2025	2024	Change
	RMB	RMB	%
	(in thousands, except percentages)
Revenue	2,120,302	1,551,043	36.7
Cost of revenue	(1,741,228)	(1,124,854)	54.8
Gross profit	379,074	426,189	-11.1
Other income	27,256	50,420	-45.9
Other gains and losses	(9,802)	(7,807)	25.6
Selling and distribution expenses	(351,863)	(293,383)	19.9
Administrative expenses	(178,543)	(77,127)	131.5
Research and development expenses	(43,781)	(48,121)	-9.0
Professional fees and expenses related to
De-SPAC Transaction	(44,671)	(9,697)	360.7
De-SPAC Transaction expenses arising from
capital reorganization	(373,590)	–	N/A
Finance costs	(24,049)	(39,994)	-39.9
Impairment losses under expected credit loss
(“ECL”) model, net of reversal	(111,553)	(57,874)	92.8
Fair value changes of financial assets at fair value
through profit or loss (“FVTPL”)	2,590	(881)	N/A
Fair value changes of financial liabilities at FVTPL	144,971	(8,004)	N/A
Share of results of associates and ajoint venture	(3,739)	(735)	408.7
Loss before tax	(587,700)	(67,014)	777.0
Income tax expense	(3,987)	(1,653)	141.2
Loss for the year	(591,687)	(68,667)	761.7
Other comprehensive (expense) income
Item that may be reclassified subsequently to
profit or loss:
Exchange differences arising on translation of
foreign operations	3,400	340	900.0
Other comprehensive (expense) income for
the year, net of income tax	3,400	340	900.0

==> picture [10 x 808] intentionally omitted <==

ZG Group 21

==> picture [9 x 808] intentionally omitted <==

Management Discussion and Analysis

	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
			Year-on-year
	2025	2024	Change
	RMB	RMB	%
	(in thousands, except percentages)
Total comprehensive expense for the year	(588,287)	(68,327)	761.0
Loss for the year attributable to:
Owners of the Company	(592,523)	(69,002)	758.7
Non-controllinginterests	836	335	149.6
	(591,687)	(68,667)	761.7
Total comprehensive expense attributable to:
Owners of the Company	(589,123)	(68,662)	758.0
Non-controllinginterests	836	335	149.6
	(588,287)	(68,327)	761.0
Loss per share
– Basic (RMB)	(0.65)	(0.29)	124.1
– Diluted (RMB)	(0.65)	(0.29)	124.1
REVENUE

Total revenue increased by 36.7% from approximately RMB1,551.0 million for 2024 to approximately RMB2,120.3 million for 2025, mainly due to increases in revenue from overseas transaction business and nonsteel transaction business.

The following table sets forth a breakdown of revenue by business segment for the years indicated.

	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
	2025		2024
	RMB	(%)	RMB	(%)
		(in thousands, except percentages)
Transaction Services	262,756	12.4	313,160	20.1
Transaction Support Services	489,617	23.1	432,103	27.9
Technology Subscription Services	28,966	1.4	28,296	1.8
Overseas Transaction Business	1,017,444	48.0	593,308	38.3
Non-steel Transaction Business	321,519	15.2	184,176	11.9
Total	2,120,302	100.0	1,551,043	100.0

22 2025 ANNUAL REPORT

Management Discussion and Analysis

Transaction Services

Revenue generated from transaction services primarily consists of income from steel transactions on our digital platform, where we sell steel products to buyers through our digital platform and charge commissions from sellers on a per-ton basis. We do not obtain ownership of the steel products sold through our platform. In accordance with IFRS 15, we act as an agent because the specified goods remain under the control of the sellers before they are transferred to the buyers. Revenue related to commissions is reported on a net basis and recognized when the relevant transaction is completed (i.e., when the right to receive the commission becomes unconditional).

Revenue generated from transaction services decreased by 16.1% from RMB313.2 million for 2024, to RMB262.8 million for 2025 mainly due to (i) the decrease in our overall steel transaction volume, and (ii) our cessation of FatCat Bai Tiao and FatCat Easy Procurement and related systems by August 2024.

Transaction Support Services

The following table sets forth a breakdown of our transaction support services revenue by nature for the years indicated.

	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
	2025		2024
	RMB	(%)	RMB	(%)
		(in thousands, except percentages)
Logistics, warehousing and processing
services	489,617	100.0	412,916	95.6
Platform users	430,799	88.0	400,729	92.8
Non-platform users	58,818	12.0	12,187	2.8
Transaction settlement services	–	–	19,187	4.4
Total	489,617	100.0	432,103	100.0

Logistics, Warehousing and Processing Services

We coordinate logistics, warehousing, and processing for buyers who choose to use our services by engaging and matching suitable carriers for the delivery of steel products, and relevant warehousing and processing service providers for warehousing and steel product processing. Through this, we earn the fee difference between the fees charged to buyers on a per-ton basis and payments to partnered third-party service providers. Service income is recognized over the service period when the services are performed.

Revenue generated from transaction support services increased by 13.3% from RMB432.1 million for 2024, to RMB489.6 million for 2025, mainly due to the rise in logistics transportation volume.

==> picture [10 x 808] intentionally omitted <==

ZG Group 23

==> picture [9 x 808] intentionally omitted <==

Management Discussion and Analysis

Technology Subscription Services

We provide a range of digital solutions through our digital platform to facilitate user transaction services, including our SaaS products, data analytics, and other value-added services such as advertising services. Revenue generated from technology subscription services is recognized over the service period during which the services are provided. We have assessed that the stage of completion is determined based on the proportion of the total service period that has elapsed as of the end of the Reporting Period, as this is an appropriate method to measure progress towards complete satisfaction of these performance obligations in accordance with IFRS 15, because buyers simultaneously receive and consume the services we provide during the service period.

Revenue generated from technology subscription services increased by 2.4% from RMB28.3 million for 2024, to RMB29.0 million for 2025, mainly due to the increase in sales volume of our SaaS products.

Overseas Transaction Business

The following table sets forth a breakdown of revenue generated from our overseas transaction business by geographical location for the years indicated.

		For the Year Ended December 31,	For the Year Ended December 31,
	2025		2024
	RMB	(%)	RMB	(%)
		(in thousands, except percentages)
Southeast Asia	642,013	63.1	38,619	6.5
Middle East	359,516	35.3	415,183	70.0
East Asia	15,915	1.6	139,506	23.5
Total	1,017,444	100.0	593,308	100.0

During the Reporting Period, we operated in overseas markets through a project direct supply model. In accordance with IFRS 15, we primarily act as a principal under the project direct supply model because we obtain control over the specified goods before they are transferred to the buyers. Revenue generated from overseas transaction business is primarily reported on a gross basis and recognized when signed receipt documents are received from buyers and the goods are received by buyers at the premises specified in the contract (i.e., when buyers obtain control over the goods and we fulfill our performance obligations).

Revenue generated from overseas transaction business increased by 71.5% from RMB593.3 million for 2024, to RMB1,017.4 million for 2025, mainly due to our deepening of international business layout, leveraging the development opportunities of the Belt and Road Initiative, coupled with strong infrastructure demand in Middle East and Southeast Asian countries. To this end, we invested more resources in developing overseas transaction business, resulting in increased transaction volumes in regions such as Thailand, Indonesia, and Malaysia. Meanwhile, our platform-based processing plant in Dubai industrial city will commence operations, with an annual production capacity of 400,000 tons upon reaching full output.

24 2025 ANNUAL REPORT

Management Discussion and Analysis

Non-steel Transaction Business

We actively develop diversified business lines across industry sectors, mainly including electrical and electronic products, non-ferrous metals, and wires and cables.

Revenue generated from non-steel transaction business increased by 74.6% from RMB184.2 million for 2024, to RMB321.5 million for 2025, mainly due to the continued expansion of our non-steel transaction business.

COST OF REVENUE

Our cost of revenue primarily consists of (i) logistics, warehousing, and processing costs; (ii) product procurement costs, representing steel product procurement costs for overseas transaction sales and other procurement costs of non-steel products; (iii) stamp duty and extra charges; and (iv) service fees.

The table below sets forth a breakdown of our cost of revenue by nature and as a percentage of total cost of revenue for the years indicated.

	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
	2025		2024
	RMB	(%)	RMB	(%)
	(in thousands, except percentages)
Cost of revenue
Product procurement costs	1,248,338	71.7	725,437	64.5
Logistics, warehousing and processing costs	459,526	26.4	377,525	33.6
Stamp duty and extra charges	31,361	1.8	19,621	1.7
Service fees	2,003	0.1	2,271	0.2
Total	1,741,228	100.0	1,124,854	100.0

Our cost of revenue was RMB1,741.2 million for 2025, a 54.8% increase from RMB1,124.9 million for 2024, in line with our revenue growth. Our product procurement costs were RMB1,248.3 million for 2025, a 72.1% increase from RMB725.4 million for 2024, primarily due to the expansion of overseas transaction business and non-steel transaction business. Meanwhile, our logistics, warehousing and processing costs increased by 21.7% from RMB377.5 million in 2024 to RMB459.5 million in 2025, in line with the growth trend of our logistics revenue.

==> picture [10 x 808] intentionally omitted <==

ZG Group 25

==> picture [9 x 808] intentionally omitted <==

Management Discussion and Analysis

GROSS PROFIT AND GROSS PROFIT MARGIN

The table below sets forth a breakdown of our gross profit and gross profit margin by business segments for the years indicated:

	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
	2025			2024
	RMB	(%)		RMB	(%)
		(in thousands, except percentages)
Gross profit and gross profit margin
Transaction services	231,871	88.2		294,246	94.0
Transaction support services	29,890	6.1		53,963	12.5
Technology subscription services	26,926	93.0		26,008	91.9
Overseas transaction business	80,879	7.9		41,716	7.0
Non-steel transaction business	9,508	3.0		10,256	5.6
Total	379,074	17.9		426,189	27.5

Our gross profit was RMB379.1 million for 2025, a 11.1% decrease from RMB426.2 million for 2024, primarily due to (i) the decrease in our overall steel transaction volume, and (ii) our cessation of FatCat Bai Tiao and FatCat Easy Procurement and related systems by August 2024. Our overall gross profit margin decreased from 27.5% for 2024 to 17.9% for 2025, primarily due to higher proportion of lower-margin international transaction services and non-steel transaction business.

Transaction Services

Our gross profit from transaction services was RMB231.9 million for 2025, a 21.2% decrease from RMB294.2 million for 2024, primarily due to the overall decline in steel transaction tonnage. The gross profit margin decreased from 94.0% for 2024 to 88.2% for 2025, primarily due to the increase in stamp duty and additional expenses.

Transaction Support Services

Our gross profit from transaction support services was RMB29.9 million for 2025, a 44.6% decrease from RMB54.0 million for 2024, primarily due to our cessation of FatCat Bai Tiao and FatCat Easy Procurement and related systems by August 2024. Due to the termination of high-margin businesses such as FatCat Bai Tiao and FatCat Easy Procurement, the gross profit margin also decreased accordingly, from 12.5% for 2024 to 6.1% for 2025.

Technology Subscription Services

Our gross profit from technology subscription services was RMB26.9 million for 2025, a 3.5% increase from RMB26.0 million for 2024, primarily due to the increase in sales volume of our SaaS products. The gross profit margin was 93.0% for 2025, compared to 91.9% for 2024, remaining relatively stable.

26 2025 ANNUAL REPORT

Management Discussion and Analysis

Overseas Transaction Business

Our gross profit from overseas transaction business was RMB80.9 million for 2025, representing a substantial increase of 93.9% from RMB41.7 million for 2024, in line with increased revenue from our overseas transaction business. Due to deep cultivation of business and continuous improvement in management efficiency, the gross profit margin of overseas transaction business also increased accordingly, from 7.0% for 2024 to 7.9% for 2025.

Non-steel Transaction Business

Our gross profit from the non-steel transaction business was RMB9.5 million for 2025, a 7.3% decrease from RMB10.3 million for 2024. The gross profit margin decreased from 5.6% for 2024 to 3.0% for 2025, primarily due to changes in the non-steel transaction structure.

OTHER INCOME

Other income primarily consists of (i) interest on bank deposits; and (ii) government grants, which represent incentives provided by local government authorities in the PRC, including various forms of government financial incentives and preferential tax treatments, to reward our support and contribution to local economic development.

The table below sets forth a breakdown of our other incomes for the years indicated.

	For the Year Ended
	December 31,
	2025	2024
	(RMB in thousands)
Interest on bank deposits	21,311	9,883
Governmentgrants	5,945	40,537
Total	27,256	50,420

Our other income was RMB27.3 million for 2025, a 45.9% decrease from RMB50.4 million for 2024, primarily due to the decrease in government grants received by us, and partially offset by increase in interest on bank deposits.

==> picture [10 x 808] intentionally omitted <==

ZG Group 27

==> picture [9 x 808] intentionally omitted <==

Management Discussion and Analysis

OTHER GAINS AND LOSSES, NET

Other gains and losses primarily consist of (i) loss on disposal of interests in associates; (ii) fair value changes of derivative financial instruments, related to our holding of derivative futures contracts and foreign exchange forward contracts priced at market value, with resulting gains or losses recognized in profit or loss; (iii) impairment loss on investments in associates; and (iv) net foreign exchange losses.

The table below sets forth a breakdown of our other gains and losses for the years indicated:

	For the Year Ended
	December 31,
	2025	2024
	(RMB in thousands)
Loss on disposal of interests in associates	–	(7,324)
Loss on fair value changes of derivative financial instruments	(2,271)	(1,139)
Gain on disposal of property and equipment and intangible assets	354	475
Loss on disposal of interests in joint ventures	(139)	–
Net foreign exchange gains (losses)	(10,153)	(1,890)
Others	2,407	2,071
Total	(9,802)	(7,807)

Our net other losses were RMB9.8 million for 2025, a 25.6% increase from RMB7.8 million for 2024, primarily due to the increase in foreign exchange losses of RMB8.3 million.

FAIR VALUE CHANGES OF FINANCIAL LIABILITIES AT FVTPL

Fair value changes of financial liabilities at FVTPL include (i) fair value changes of listed warrants liabilities; (ii) fair value changes of promoter warrant liabilities; (iii) fair value changes of promoter earn-out right liabilities; (iv) fair value changes of convertible preferred share liabilities; and (v) fair value changes of redeemable preferred share liabilities. Our fair value changes of financial liabilities at FVTPL increased from a loss of RMB8.0 million for 2024 to a gain of RMB145.0 million for 2025, primarily due to share price fluctuations after listing.

SELLING AND DISTRIBUTION EXPENSES

Our selling and distribution expenses were RMB351.9 million for 2025, a 19.9% increase from RMB293.4 million for 2024; excluding equity-settled share-based payments, selling and distribution expenses were RMB336.3 million for 2025 (2024: nil), primarily attributable to business expansion leading to an increase in employee benefit expenses related to sales personnel.

28 2025 ANNUAL REPORT

Management Discussion and Analysis

ADMINISTRATIVE EXPENSES

Our administrative expenses were RMB178.5 million for 2025, a 131.5% increase from RMB77.1 million for 2024; excluding equity-settled share-based payments, administrative expenses were RMB103.7 million for 2025 (2024: nil), primarily due to the increase of our listing-related expenses.

RESEARCH AND DEVELOPMENT EXPENSES

Our research and development expenses were RMB43.8 million for 2025, a 9.0% decrease from RMB48.1 million for 2024; excluding equity-settled share-based payments, research and development expenses were RMB39.5 million for 2025 (2024: nil), primarily due to improved efficiency in research and development activities and completion of major research and development products in the past few years.

OTHER EXPENSES RELATING TO THE DE-SPAC TRANSACTION

Prior to the completion of the De-SPAC transaction, the then shareholders of Aquila were deemed to have been issued shares and warrants at a fair value exceeding the net asset value acquired by the Company. The difference of RMB373.6 million was recognized as De-SPAC transaction expenses at the time of listing on March 10, 2025.

FINANCE COSTS

Our finance costs were RMB24.0 million for 2025, a 39.9% decrease from RMB40.0 million for 2024, primarily due to reduced borrowing interest expenses and bank handling fees.

IMPAIRMENT LOSSES UNDER EXPECTED CREDIT LOSS MODEL, NET OF REVERSAL

Our impairment losses under the expected credit loss model, net of reversal, were RMB111.6 million for 2025, a 92.8% increase from RMB57.9 million for 2024, primarily due to the more prudent basis adopted in anticipation of the economic environment.

INCOME TAX EXPENSE

Our income tax expense was RMB4.0 million for 2025, a 141.2% increase from RMB1.7 million for 2024, primarily due to our development of international business segments, which resulted in higher provision for income tax expenses of international entities.

LOSS FOR THE YEAR

Our loss for the year was RMB591.7 million for 2025, a 761.7% increase from the loss of RMB68.7 million for 2024, due to the reasons described above.

==> picture [10 x 808] intentionally omitted <==

ZG Group 29

==> picture [9 x 808] intentionally omitted <==

Management Discussion and Analysis

CONDENSED CONSOLIDATED BALANCE SHEET

	As of December 31,	As of December 31,
			Year-on-year
	2025	2024	Change
	RMB	RMB	%
	(in thousands, except percentages)
Non-current Assets
Property and equipment	269,013	209,525	28.4
Right-of-use assets	99,307	34,043	191.7
Goodwill	31,954	31,954	0.0
Intangible assets	113,610	110,226	3.1
Interests in associates and joint venture	49,872	34,897	42.9
Financial assets at FVTPL	47,752	42,806	11.6
Prepayments and other receivables	5,291	7,450	-29.0
	616,799	470,901	31.0
Current Assets
Inventories	12,543	20,077	-37.5
Trade receivables, prepayments and other
receivables	8,410,492	8,696,367	-3.3
Financial assets at fair value through other
comprehensive income (“FVTOCI”)	191,270	114,349	67.3
Restricted cash	1,147,712	506,695	126.5
Cash and cash equivalents	349,969	240,163	45.7
	10,111,986	9,577,651	5.6

30 2025 ANNUAL REPORT

Management Discussion and Analysis

	As of December 31,	As of December 31,
			Year-on-year
	2025	2024	Change
	RMB	RMB	%
	(in thousands, except percentages)
Current Liabilities
Trade, bills and other payables	9,227,221	9,181,814	0.5
Bank and other borrowings	721,004	406,358	77.4
Derivative financial instruments	2,271	–	–
Lease liabilities	10,446	7,990	30.7
Contract liabilities	40,532	67,045	-39.5
Financial liabilities at FVTPL	4,485	6,821,940	-99.9
	10,005,959	16,485,147	-39.3
Net Current Assets/(Liabilities)	106,027	(6,907,496)	N/A
Total Assets Less Current Liabilities	722,826	(6,436,595)	N/A
Capital and Reserves
Share capital	377	71	431.0
Reserves	551,151	(6,549,463)	N/A
Equity attributable to owners of the Company	551,528	(6,549,392)	N/A
Non-controllinginterests	43,823	42,987	1.9
Total Equity (Deficit)	595,351	(6,506,405)	N/A
Non-Current Liabilities
Financial liabilities at FVTPL	26,192	27,759	-5.6
Contract liabilities	8,580	10,956	-21.7
Lease liabilities	69,270	7,112	874.0
Deferred tax liabilities	23,433	23,983	-2.3
	127,475	69,810	82.6
Net Assets (Liabilities)	595,351	(6,506,405)	N/A

==> picture [10 x 808] intentionally omitted <==

ZG Group 31

==> picture [9 x 808] intentionally omitted <==

Management Discussion and Analysis

Goodwill

Our goodwill arose from the change in control from a joint venture to a subsidiary (referring to our acquisition of the voting rights and subsequent control over Shanghai Tengcai Technology in March 2021). As of December 31, 2025 and December 31, 2024, the carrying amount of goodwill was RMB32.0 million and RMB32.0 million, respectively, with no indication of impairment.

Trade Receivables, Prepayments and Other Receivables

The following table sets forth the components of our trade receivables, prepayments and other receivables as of the dates indicated:

	As of December 31,	As of December 31,
	2025	2024
	RMB	RMB
	(in thousands, except percentages)
Trade receivables	667,832	298,683
– Transaction services	185,635	76,973
– Transaction support services	34,202	6,675
– Technology subscription services	460	1,200
– Overseas transaction business	439,022	213,229
– Non-steel transaction business	8,513	606
Less: allowance for credit losses	(29,990)	(25,198)
Sub-total	637,842	273,485
Prepayment to sellers in relation to transaction
services and transaction support services	7,624,641	8,251,935
Prepayment to sellers in relation to overseas transaction
business	29,810	54,261
Interest receivable	8,524	3,529
Prepaid expenses	25,227	27,736
Amounts due from related parties	–	23,340
Refundable deposits to sellers	7,658	8,801
Deferred issue cost	–	3,019
Others	98,927	73,651
Sub-total	7,794,787	8,446,272
Less: allowance for credit losses	(16,846)	(15,940)
Sub-total	7,777,941	8,430,332
Total	8,415,783	8,703,817

32 2025 ANNUAL REPORT

Management Discussion and Analysis

In terms of transaction services, we charge sellers a commission and buyers a service fee. As we typically collect advances from buyers and disburse prepayments to sellers on a back-to-back basis, we recognize the advances from buyers and the prepayments to sellers.

Our trade receivables, prepayments and other receivables were RMB8,415.8 million as of December 31, 2025, a 3.3% decrease from RMB8,703.8 million as of December 31, 2024, mainly due to the decrease in prepayments to sellers relating to our transaction services, which was driven by lower outstanding balances of trading volume and a decline in average steel prices as of December 31, 2025. The decrease in trading volume was primarily attributable to our cessation of FatCat Bai Tiao and FatCat Easy Procurement by August 2024.

Restricted Cash

The following table sets forth the components of our restricted cash as of the dates indicated:

	As of December 31,
	2025	2024
	RMB	RMB
	(in thousands, except percentages)
Margin deposits to secure open derivatives	–	2,297
Deposits for bank borrowing and bills payable	1,146,601	470,280
Others	1,111	34,118
Total	1,147,712	506,695

Our restricted cash primarily includes margin deposits to secure open derivatives, deposits for bank borrowing and bills payable, and others. Others mainly refers to deposits associated with derivative futures contracts that we periodically enter into, as well as deposits restricted by banks due to certain business disputes.

==> picture [10 x 808] intentionally omitted <==

ZG Group 33

==> picture [9 x 808] intentionally omitted <==

Management Discussion and Analysis

Trade, Bills and Other Payables

The following table sets forth the components of our trade, bills and other payables as of the dates indicated.

	As of December 31,	As of December 31,
	2025	2024
	RMB	RMB
	(in thousands, except percentages)
Trade payables	344,725	145,174
– Transaction services	295,854	78,601
– Transaction support services	29,254	27,557
– Overseas transaction business	12,005	38,710
– Technology subscription services	2,442	11
– Non-steel transaction business	5,170	295
Bills payable	1,287,115	438,800
Advances received from buyers in relation to transaction
services and transaction support services	7,498,750	8,516,647
Interest payable	456	361
Salary and bonus payables	45,052	38,381
Stamp duty payable	7,519	17,553
Other taxes payable	22,884	3,937
Accrued expenses	9,064	2,235
Accrued professional fees and expenses related to
De-SPAC Transaction	1,343	8,482
Accrued issue costs	679	352
Others	9,634	9,892
Total	9,227,221	9,181,814

Our trade, bills and other payables increased from RMB9,181.8 million as of December 31, 2024 to RMB9,227.2 million as of December 31, 2025, representing only a 0.5% change, indicating a stable trend.

34 2025 ANNUAL REPORT

Management Discussion and Analysis

Bank and Other Borrowings

The following table sets forth our bank and other borrowings as of the dates indicated:

	As of December 31,
	2025	2024
	RMB	RMB
	(in thousands, except percentages)
Bank borrowings	710,844	399,978
Other borrowings	10,160	6,380
Total	721,004	406,358

As of December 31, 2025 and December 31, 2024, our bank and other borrowings were RMB721.0 million and RMB406.4 million, respectively, all of which were fixed-rate borrowings and repayable on demand or within one year. Bank borrowings include bills discounted to banks but not derecognized, amounting to RMB129.3 million. The remaining balance of other borrowings arose from factoring trade receivables to non-bank financial institutions with full recourse.

The Company further confirms that during the Reporting Period, we did not encounter any difficulties in obtaining bank loans and other borrowings, had no defaults on bank loans and other borrowings, no breaches of covenants, and no significant changes in our debts.

Financial Liabilities at FVTPL

The following table sets forth the breakdown of our financial liabilities at FVTPL as of the dates indicated:

	As of December 31,	As of December 31,
	2025	2024
	RMB	RMB
	(in thousands, except percentages)
Current Liabilities
Convertible preferred shares	–	6,821,940
Listed warrants	1,001	–
Promoter warrants	1,299	–
Promoter earn-out rights	2,185	–
Non-current Liabilities
Redeemablepreferred shares	26,192	27,759
Total	30,677	6,849,699

Our financial liabilities at FVTPL are the convertible preferred shares, warrants, and redeemable preferred shares issued to investors. The fair value of convertible preferred shares, warrants, and redeemable preferred shares is affected by changes in our equity value and various parameters and input data.

==> picture [10 x 808] intentionally omitted <==

ZG Group 35

==> picture [9 x 808] intentionally omitted <==

Management Discussion and Analysis

LIQUIDITY AND CAPITAL RESOURCES

We primarily funded our cash requirements through proceeds from business operations, bank borrowings, other debt financing, and shareholder equity contributions. Our cash position increased from RMB746.9 million as of December 31, 2024 to RMB1,497.7 million as of December 31, 2025. The cash position includes cash and cash equivalents, wealth management investments and restricted cash.

Condensed Consolidated Statement of Cash Flows

The following table sets forth our cash flows for the years indicated:

	For the Year Ended	For the Year Ended
	December 31,
	2025	2024
	RMB	RMB
	(in thousands, except percentages)
Net cash generated from operating activities	680,707	419,945
Net cash used in investing activities	(1,634,482)	(600,366)
Net cashgenerated from financingactivities	1,064,021	102,979
Net increase (decrease) in cash and cash equivalents	110,246	(77,442)
Cash and cash equivalents at beginning of the year	240,163	310,904
Effect of foreign exchange rate changes	(440)	6,701
Cash and cash equivalents at end of the year	349,969	240,163
Operating Activities

For 2025, our net cash generated from operating activities was RMB680.7 million. This was primarily due to (i) increase in working capital, mainly including: (a) decrease in trade receivables prepayments and other receivables of RMB155.8 million, (b) increase in trade, bills and other payables of RMB967.2 million, partially offset by an increase of RMB299.0 million in receivable at FVTOCI; and (ii) this net cash flow was partially offset by our loss for the year of RMB591.7 million, adjusted by non-cash items, principally comprising: (a) impairment losses under expected credit loss model (net of reversal) of RMB111.5 million, (b) share-based expenses of RMB94.7 million, (c) De-SPAC transaction expenses of RMB373.6 million, and (d) partially offset by fair value gain on financial liabilities at FVTPL of RMB145.0 million.

Investing Activities

For 2025, our net cash used in investing activities was RMB1,634.5 million, primarily attributable to placement of bank deposits pledged for bills payable related to transaction services of RMB1,643.0 million, partially offset by the withdrawal of bank deposits of RMB6.1 million pledged for bills payable relating to our transaction services.

36 2025 ANNUAL REPORT

Management Discussion and Analysis

Financing Activities

For 2025, our net cash generated from financing activities was RMB1,064.0 million, primarily attributable to (i) proceeds from PIPE and PEF investors was RMB506.0 million; (ii) proceeds from bills discounted to banks not fully derecognized of RMB352.6 million; and (iii) proceeds from bank and other borrowings of RMB588.4 million, partially offset by repayment of bank and other borrowings of RMB404.3 million.

CAPITAL EXPENDITURES

Our capital expenditures primarily consisted of purchases of property and equipment, as well as intangible assets. The following table sets forth our capital expenditures for the years indicated:

	For the Year Ended	For the Year Ended
	December 31,
	2025	2024
	RMB	RMB
	(in thousands, except percentages)
Purchases of property and equipment	(66,020)	(12,398)
Costpaid for digital assets	(7,453)	–
Total	(73,473)	(12,398)

CONTRACTUAL COMMITMENTS

Our contracted capital expenditure refers to capital expenditure related to the acquisition of prepaid lease payments and property and equipment that have been contracted for but not yet provided for in the historical financial information. As of December 31, 2025, we did not record any capital commitments.

CONTINGENT LIABILITIES

As of December 31, 2025, we did not have any significant contingent liabilities.

SIGNIFICANT INVESTMENTS HELD, SIGNIFICANT ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES, ASSOCIATED COMPANIES AND JOINT VENTURES, AND FUTURE PLANS FOR SIGNIFICANT INVESTMENTS OR CAPITAL ASSETS

As of December 31, 2025, except for the “Future Plans and Use of Proceeds” as disclosed in the circular issued by Aquila on February 5, 2025 (the “ Prospectus ”), the Group did not hold any significant investments and did not make any significant acquisitions or disposals of subsidiaries, associates, or joint ventures.

GEARING RATIO

As of December 31, 2025, the Group’s gearing ratio (calculated as total liabilities divided by total assets, expressed as a percentage) was 94.5%, compared with 164.7% as of December 31, 2024. The decrease was primarily due to the impact of convertible preferred shares.

==> picture [10 x 808] intentionally omitted <==

ZG Group 37

==> picture [9 x 808] intentionally omitted <==

Management Discussion and Analysis

PLEDGE OF ASSETS

As of December 31, 2025, we had pledged land use rights and property, plant and equipment with net book values of RMB16,128,360 and RMB193,897,286, respectively, as security for the Group’s short-term borrowings of RMB280,000,000. The Group is not allowed to use such assets as security for other borrowings.

TREASURY POLICIES

We adopt a prudent and conservative treasury management approach to maintain adequate liquidity and financial stability. The Board oversees the Group’s liquidity position to ensure that funding requirements arising from operations and other commitments can be met as they fall due. Surplus funds, where available, are managed and invested prudently with due consideration of credit, liquidity and market risks.

FOREIGN EXCHANGE EXPOSURE

We primarily conduct our operations in China, with the majority of our transactions settled in RMB. Our exposure to foreign exchange risks arises predominantly from international transaction business, involving currencies such as the USD, Hong Kong dollar, Dirham, Ringgit, Indonesian Rupiah, Singapore dollar, and Thai Baht. Therefore, foreign exchange risks mainly stem from assets and liabilities recognized when we receive or anticipate receiving foreign currency from overseas business partners, or when we pay or expect to pay foreign currency to them. As of December 31, 2025, with the increase in the scale of international transaction business, we actively prevent exchange rate fluctuation risks to ensure overall control of exchange rate risks. Based on business development, we actively take the following measures to prevent foreign exchange risks: (i) reasonably arrange financing and foreign exchange receipts and payments, and timely adjust foreign exchange fund management plans; and (ii) in combination with changes in exchange rates and interest rates, timely use foreign exchange hedging tools to avoid foreign exchange risks.

EMPLOYEES

As of December 31, 2025, we employed 1,321 full-time staff. Our success hinges on our ability to attract, retain, and motivate qualified personnel. As part of our human resources strategy, we offer competitive salaries, performance-linked bonuses, and other incentives to our employees. Additionally, we have implemented robust training programs for new hires and provide tailored online and offline regular and professional training based on the needs of employees across different departments. These training courses are customized according to the roles and skill levels of new hires, current employees, and management.

As required by regulations in China, we participate in various government statutory employee benefit plans. These include social insurance plans – covering retirement, medical, unemployment, work-related injury, and maternity benefits – as well as housing provident funds. Under Chinese law, we must contribute to these employee benefit plans at specified percentages of our employees’ salaries, bonuses, and certain allowances, up to a maximum amount determined periodically by local governments.

We believe that we maintain good working relationships with our employees and during the Reporting Period, we have not experienced any strikes nor labour disputes that had any material adverse effect on our operations.

Recent Developments after the Reporting Period

Save as disclosed in this annual report, there were no other significant events that might affect us since the end of the Reporting Period and up to the Latest Practicable Date.

38 2025 ANNUAL REPORT

Management Discussion and Analysis

PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES

During the year ended December 31, 2025 and up to the Latest Practicable Date, the Company repurchased a total of 460,500 Class A ordinary shares of the Company on the Stock Exchange at an aggregate consideration of approximately HK$1,067,582.85 (the “ Shares Repurchased ”) to enhance the shareholder value in the long run. Particulars of the Shares Repurchased are as follows:

	No. of Shares			Aggregate
Month of Repurchase	Repurchased	Price paid per share		Consideration
		Highest	Lowest
		(HK$)	(HK$)	(HK$)
2025
October	460,500	2.56	2.13	1,067,582.85
	460,500			1,067,582.85

In respect of the Shares Repurchased, the weighted voting rights (“ WVR ”) beneficiaries of the Company has reduced their WVR in the Company proportionately by way of converting their Class B ordinary shares into Class A ordinary shares on a one-to-one ratio pursuant to Rule 8A.21 of the Listing Rules, such that the proportion of shares carrying WVR of the Company shall not be increased, pursuant to the requirements under Rules 8A.13 and 8A.15 of the Listing Rules.

A total of 90,000 Class B ordinary shares were converted into Class A ordinary shares on a one-to-one ratio on December 31, 2025, of which Mr. Wang Dong, through Pangmao1 Ltd, converted 59,040 Class B ordinary shares and Mr. Wang Changhui, through Pangmao2 Ltd, converted 30,960 Class B ordinary shares (the “ Shares Conversion ”).

As at the December 31, 2025, the number of Class A ordinary shares in issue (excluding treasury shares) was reduced by 370,500 shares as a result of (i) the 460,500 Shares Repurchased in the year ended December 31, 2025, which were held as treasury shares by the Company; and (ii) the conversion of 90,000 Class B ordinary shares into Class A ordinary shares on a one-to-one ratio. As at the Latest Practicable Date, the number of Class B ordinary shares in issue was reduced by 90,000 shares as a result of the 90,000 Shares Conversion in the year ended December 31, 2025. As of December 31, 2025 and as at the Latest Practicable Date, there were 460,500 treasury shares held by the Company.

Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company’s securities listed on the Stock Exchange (including sale of treasury shares) during the year ended December 31, 2025 and up to the date of this annual report.

MATERIAL LITIGATION

During the Reporting Period and up to the Latest Practicable Date, unless otherwise disclosed in the 2024 annual report of the Company under the section headed “Material Litigation”, the Company has not been involved in any material litigation or arbitration. Furthermore, the Directors are not aware of any material litigation or claims, whether pending or threatened, against the Company.

==> picture [10 x 808] intentionally omitted <==

ZG Group 39

==> picture [9 x 808] intentionally omitted <==

Directors’ Report

The Board is pleased to present this Directors’ Report together with the consolidated financial statements of the Group for the year ended December 31, 2025.

DIRECTORS

The Directors who held office during the Reporting Period and up to the Latest Practicable Date are:

Executive Directors

Mr. Wang Dong (王東) (Chairman and chief executive officer)

Mr. Wang Changhui (王常輝) Ms. Gong Yingxin (宮穎欣) Ms. Zhou Min (周敏)

Non-Executive Directors

Mr. Ye Qian (葉芊)

Mr. Jiang Rongfeng (蔣榕烽) (Resigned with effect from August 27, 2025) Mr. Sun Qingdong (孫卿東) (Appointed with effect from August 27, 2025)

Independent non-executive Directors

Mr. Wang Xiang (王翔) Mr. Wang Weisong (王蔚松) Mr. Chen Yin (陳垠)

Biographical details of the Directors are set out in the section headed “Directors and Senior Management” on pages 63 to 67 of this annual report.

GENERAL INFORMATION

The Company was the first in China to offer a one-stop integrated suite of B2B services covering the entire value chain of steel transactions, including online steel transactions, logistics, warehousing and processing, SaaS products, and big data analytics, by connecting key participant in the steel transactions industry onto its digital platform.

The Company was incorporated in the Cayman Islands on February 27, 2012 as an exempted company with limited liability. Prior to the completion of the Reorganization, the Group’s business was carried out by Zhaogang Netcom and its subsidiaries. The Group’s history can be traced back to March 2012, when the Co-founders, Mr. Wang Dong, Mr. Wang Changhui and Mr. Rao Huigang, established Shanghai Gangfu (the predecessor of Zhaogang Netcom) to develop online steel trading services in the PRC. For further details of the background of Mr. Wang Dong and Mr. Wang Changhui, see the section headed “Directors” in “Directors and Senior Management”. Since 2019, the Group has gone through a series of changes through which it has decreased the scale of its direct sales business and has transformed itself into a digital platform.

40 2025 ANNUAL REPORT

Directors’ Report

PRINCIPAL ACTIVITIES

The Group is a technology services company in China, leveraging on the real industrial transaction data accumulated over years, we have developed our own Al Agents, and used these Al Agents as the execution core, dedicated to achieving a complete closed loop from data insights to transaction execution. We are committed to providing customers in the industrial and construction sectors across China, Southeast Asia and the Middle East with integrated services including online steel transactions, logistics, warehousing, processing, Al products, and big data analytics, while also engaging in supply chain fintech services through equity participation, continuously enhancing industrial efficiency through Al.

BUSINESS REVIEW

A business review of the Group, as required by Schedule 5 to the Companies Ordinance, including a fair review of the Company’s business, an analysis of the Group’s financial performance and the Group’s key relationships with its stakeholders who have a significant impact on the Group and on which the Group’s success depends, is set out in the sections headed “Business Review and Outlook” and “Management Discussion and Analysis” on pages 10 to 38 of this annual report. These discussions form part of this Directors’ Report. Events affecting the Company that have occurred since the end of the financial year are set out in the section headed “Recent Developments after the Reporting Period” in “Business Review and Outlook”.

PRINCIPAL RISKS AND UNCERTAINTIES

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. Below is a summary of certain principal risks and uncertainties facing the Group, some of which are beyond its control.

Risks Relating to the Group’s Business and Industry

• We are exposed to fluctuations in the supply of and demand for, steel products within and outside of China, along with the underlying conditions of such fluctuations, which could adversely affect our business, results of operations and financial performance.

• If we cannot manage to grow our business or execute our strategies effectively, our business and prospects may be materially and adversely affected.

• Our success depends on our ability to create strong synergies among all participants on our digital platform. If we fail to retain our existing participants, or to acquire new ones, or to keep or increase their engagement effectively, our business, results of operations and financial performance may be materially and adversely affected.

• We incurred net losses during the Reporting Period, and we may continue to do so in the future.

• We recorded net liabilities and net current liabilities during the Reporting Period.

==> picture [10 x 808] intentionally omitted <==

ZG Group 41

==> picture [9 x 808] intentionally omitted <==

Directors’ Report

• We have had net operating cash outflow in the past, which may expose us to certain liquidity risks, constrain our operational flexibility as well as adversely affect our financial conditions and ability to expand our businesses.

• Our business is subject to intense competition, and we may fail to compete successfully against existing or new competitors.

• We rely on third-party steel product sellers and service providers to provide quality products and services. If we fail to maintain good relationships with them, or find alternatives on reasonable terms, our business and financial performance may be materially and adversely affected.

• We rely on third-party sellers to offer quality products to buyers on our digital platform. Any quality issues in the products offered by such third-party sellers through our platform may subject us to liability, and may adversely affect our business and results of operations.

• We are subject to risks relating to the logistics, warehousing and processing of steel products. If any of these risks materialize, our business, results of operations and financial performance could be materially and adversely affected.

• If PRC laws and regulations concerning the Internet finance become stricter and any of our transaction settlement services are deemed to be non-compliant with applicable laws and regulations, or are deemed to not obtain approvals from relevant governmental authorities, our business, financial condition and results of operations would be adversely affected.

• Our financial conditions and results of operations may be subject to adverse effect from customer concentration.

• We rely on a mixture of public price indexes and quotations from sellers to provide prices of steel products on our digital platform. Inaccuracy in pricing information provided by sellers may adversely affect our brand name, business and financial performance.

• Fluctuations in foreign currency exchange rates may lead to volatility in foreign currency exchange losses and thus affect our results of operations and financial performance.

• The sophisticated and innovative technologies we use for our business operations are everchanging and may require more time to prove their reliability and effectiveness. We cannot assure you that the performance of these technologies will be stable enough to support our business.

• Failure to obtain, renew, or retain licenses, permits or approvals may affect our abilities to conduct or expand our business, and may incur financial penalties and other regulatory actions.

• Our expansion into global markets may expose us to new challenges and more risks, and we may fail to expand effectively. If we fail to overcome the challenges presented by our global operations, our business, financial condition and results of operations may suffer a material and adverse impact.

42 2025 ANNUAL REPORT

Directors’ Report

Risks Relating to Government Regulations

• We may be subject to the approval of, or filing with, China Securities Regulatory Commission (CSRC) or other regulatory authorities in connection with capital raising activities.

• Regulatory requirements on currency conversion may limit our abilities to utilize our revenues effectively and affect the value of your investment.

• Regulatory, legislative or self-regulatory developments for online businesses in general, including privacy and data protection regimes, are expansive and if new regulations are enacted in the future and we are unable to respond to these developments promptly, we may be subject to enforcement actions for compliance failures, or restrictions on how we are able to operate our business. We may also need to incur significant compliance costs or make adjustments to our digital platform or business model.

• If our PRC resident shareholders or beneficial owners fail to comply with relevant PRC foreign exchange regulations, we may be subject to penalties, including restrictions on our abilities to make capital contributions to our PRC subsidiaries and our PRC subsidiaries’ abilities to distribute profits to us.

• Dividends payable by us to our foreign investors and gain on the sale of our Shares may become subject to withholding taxes under PRC tax laws.

• Dividends paid to our Hong Kong subsidiaries might not qualify for the reduced withholding tax rate of China mainland under the special arrangement between Hong Kong and China mainland.

• PRC regulations establish certain procedures for some acquisitions of or investment into PRC companies by foreign investors, which through acquisitions in China.

• If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders and have a material effect on our results of operations.

==> picture [10 x 808] intentionally omitted <==

ZG Group 43

==> picture [9 x 808] intentionally omitted <==

Directors’ Report

Risks Relating to the WVR Structure

• The concentration of Share ownership in Class B Shareholders limits the shareholders’ ability to influence corporate matters.

• Holders of our Class B Shares may exert substantial influence over us and may not act in the best interests of our independent shareholders.

ENVIRONMENTAL POLICIES AND PERFORMANCE

We are committed to fulfilling social responsibility, promoting employee benefits and development, protecting the environment, giving back to the community and achieving sustainable growth. Details of such are set out in the Environmental, Social and Governance Report.

COMPLIANCE WITH RELEVANT LAWS AND REGULATIONS

Save as disclosed in the Prospectus and the Environmental, Social and Governance Report, the Company has complied with the relevant laws and regulations that have a significant impact on the operations of the Group during the Reporting Period.

44 2025 ANNUAL REPORT

Directors’ Report

CONTINUING CONNECTED TRANSACTIONS

Contractual Arrangements

Background of the Contractual Arrangements

We primarily engage in the provision of internet information services. As advised by our PRC Legal Advisor, internet information services are subject to foreign investment restrictions under current PRC laws and regulations. It was not viable for us to hold the Consolidated Affiliated Entities directly through equity ownership. Hence, in line with common practice, we, through WFOE 1, our indirect wholly-owned subsidiary, entered into the Contractual Arrangements with the Consolidated Affiliated Entities and the Registered Shareholders of Zhaogang Netcom to gain effective control over, and receive all the economic benefits generated by, the businesses currently operated by the Consolidated Affiliated Entities.

To comply with PRC laws and regulations, while availing ourselves of international capital markets and maintaining effective control over all of our operations, we commenced a series of reorganization activities. Pursuant to the Reorganization, the Contractual Arrangements currently in effect were entered into on May 18, 2018, whereby WFOE 1 acquired effective control over the Consolidated Affiliated Entities and has become entitled to all the economic benefits derived from their operations. The Contractual Arrangements enable the results of operations, assets, and liabilities of the Consolidated Affiliated Entities to be consolidated into our results of operations, assets, and liabilities under IFRS as if they are our subsidiaries. Under the Contractual Arrangements, we do not directly own any equity interest in the Consolidated Affiliated Entities.

The Consolidated Affiliated Entities are Zhaogang Netcom and its subsidiaries. As of December 31, 2025, the principal activities of each of the Consolidated Affiliated Entities are as follows:

Consolidated Affiliated Entities	Consolidated Affiliated Entities	Principal Activities
(1)	Zhaogang Netcom.	Online steel commerce and warehousing
(2)	Tushu Information Services(2)	No material activities
(3)	Pan King Global(1)(2)	No material activities
(4)	Qimao Equity Investment(3)	Equity investment
(5)	Xinmao Equity Investment(3)	Equity investment
(6)	Pangmao Zhineng	Technology
(7)	Steel Searcher(3)	Equity investment
(8)	Shenzhen Tushu(2)	No material activities
(9)	Zhaogang (Shanghai) Metal Materials	Online steel commerce
(10)	Qingdao Zhaogang Netcom E-commerce	Online steel commerce
(11)	Shanghai Tengcai Technology	Technology
(12)	Shenzhen Xinwuyou	Technology
(13)	Pangmao Yuanzheng(2)	No material activities
(14)	Pangmao Logistics	Logistics
(15)	Pangmao Logistics Technology(4)	No material activities
(16)	Pangmao Metal Materials	Metal processing
(17)	Puhuida Digital Technology(2)	No material activities
(18)	Pangmao Lianxiang	Technology

==> picture [10 x 808] intentionally omitted <==

ZG Group 45

==> picture [9 x 808] intentionally omitted <==

Directors’ Report

Consolidated Affiliated Entities

Principal Activities

(19)	Chongqing Zhaogang Netcom Technology	Online steel commerce
(20)	Jiangsu Zhaogang Netcom E-commerce	Online steel commerce
(21)	Zhejiang Zhaogang Netcom E-commerce	Online steel commerce
(22)	Henan Zhaogang Netcom Technology	Online steel commerce
(23)	Pangmao Logistics Gansu	Logistics
(24)	Guangdong Zhaogang Netcom	Online steel commerce
(25)	Shanghai Pangmao Zhiyuan(2)	No material activities

Notes:

• (1) Pan King Global terminated its steel export services in June 2022.

• (2) These entities may conduct activities subject to foreign investment restrictions in accordance with our business plans. To the extent that any of these entities conduct any material activities, they will only conduct activities subject to foreign investment restrictions, failing which we shall restructure them so that we will directly own them to the extent permitted by relevant laws.

• (3) These entities are investment holding entities of certain minority interests and do not have any business operations of their own.

• (4) We plan to dissolve this entity in accordance with our business plans.

A summary of our business that is subject to foreign investment restrictions in accordance with the Negative List (2024), effective from November 1, 2024, is set out below:

Categories Our Business Restricted The principal business of Zhaogang Netcom, Pangmao Logistics, and Pangmao Logistics Gansu involves the provision of internet information Value-added telecommunication services through mobile apps and websites, which falls within the scope of services business “value-added telecommunications services” under the Telecommunications Regulations of the PRC (《中華人民共和國電信條例》). Each of Zhaogang Netcom, Pangmao Logistics, and Pangmao Logistics Gansu holds an ICP License for the provision of internet information services. According to the Negative List (2024), foreign investors are not allowed to hold more than 50% equity interests in any enterprise conducting such business (except for the specified exceptions).

46 2025 ANNUAL REPORT

Directors’ Report

We operate a third-party digital platform, Zhaogang Mall, in the steel transaction sector that can be accessed via our official websites and mobile apps. Our core business model is centered around our digital platform, through which we offer the following services: (1) transaction services; and (2) transaction support services, including logistics services, warehousing and processing services, and technology subscription services (collectively, the “ Supporting Services ”, and together with (1), the “ Relevant Businesses ”).

The transaction services, being our core business, require an ICP license and are subject to foreign investment restrictions in the PRC. Zhaogang Netcom possesses an ICP License to carry out our transaction services through the digital platform. Therefore, as confirmed by our PRC Legal Advisor, the Consolidated Affiliated Entities (other than those with no material business activities as mentioned above) conduct value-added telecommunication services via our digital platform, which are considered “restricted” where foreign investors are restricted from holding more than 50% equity interests in companies providing such services and shall meet certain qualification requirements (the “ Restricted Business ”).

Although the Supporting Services do not require an ICP License or fall into any foreign prohibited or foreignrestricted business category, the Supporting Services are fully integrated with the transaction services and cannot be separated from the digital platform. We are of the view that the Contractual Arrangements are narrowly tailored for the reasons below:

• (1) Our core business model is centered around our digital platform, Zhaogang Mall. Since our inception, our digital platform has provided the foundation for substantially all of our businesses. The transaction services offered through the digital platform generate the online traffic and users for almost all of our other business services. As we accumulated a substantial steel buyer and seller base, we expanded our business by providing transaction services under the ICP License;

• (2) The Supporting Services are fully integrated with the digital platform and rely on steel buyer and data accumulated from the digital platform. The Supporting Services are considered supplementary to the steel transactions on the digital platform, and splitting services across different companies and platforms, rather than offering them seamlessly through a single checkout process, would impair the convenience and efficiency of the digital platform for steel buyers and undermine the “one-stop” shop experience that lies at the core feature of the digital platform;

(3) From a technological support perspective, there is only one unified technical support service. The integration of technical support extends to the entire steel transaction ecosystem, including but not limited to the transaction services and the Supporting Services. Our proprietary technology and cloudbased infrastructure supports each segment of our business. Therefore, it is technologically impossible to separate the transaction services and the Supporting Services into two different entities without fundamentally changing our digital platform;

• (4) From a documentation perspective, the agreements and invoices documenting the provision of services from the transaction services and/or certain services provided to the steel buyers and sellers are premised on the one unified platform; and

==> picture [10 x 808] intentionally omitted <==

ZG Group 47

==> picture [9 x 808] intentionally omitted <==

Directors’ Report

• (5) Separating the Supporting Services would fundamentally undermine our transaction services. We benefit from our digital infrastructure that redefined the transaction process and service standards. Our logistics fulfillment network and technological management tools have enabled our digital transaction platform to cover pre-sales, in-sales, and post-sales transaction processes to achieve standardized management of buyers, sellers, and all aspects of transactions, which significantly improve transaction efficiency and effectively reduce the manpower involved. The Supporting Services, comprising logistics services, warehousing and processing services, and technology subscription services, are integral parts of our digital infrastructure and are practically inseparable from the digital platform.

Furthermore, in order to create more potential cooperation opportunities and obtain potential investment gain in the future, the Consolidated Affiliated Entities make minority investments in companies which we consider to have increasing market value and expanding prospects of business diversity. These investments are primarily made through (i) Zhaogang Netcom, and (ii) Qimao Equity Investment, Xinmao Equity Investment, and Steel Searcher, all of which are subsidiaries of Zhaogang Netcom. The investments are passive, non-controlling interests that are classified as (i) financial assets at fair value through profit or loss or (ii) interests in associates and joint ventures, and are neither consolidated in our financial statements nor form part of our group. Our Directors consider that the minority investments are not material to us. Given their immateriality and the fact that we do not consolidate or control these investee companies, our Directors consider that the Contractual Arrangements are narrowly tailored notwithstanding the minority investments.

By way of illustration that none of the investments held under the Contractual Arrangements are material to us, the long-term investments measured as financial assets at FVTPL and interests in associates and joint ventures held under the Contractual Arrangements accounted for approximately 0.8%, and 0.9% of our total assets as of December 31, 2024, and December 31, 2025, respectively. The long-term investments measured as financial assets at FVTPL and interests in associates and joint ventures attributed by the top 5 investments held under the Contractual Arrangements in aggregate account for approximately 0.4%, and 0.4% of our total assets as of December 31, 2024, and December 31, 2025, respectively.

The fair value gains on investments measured at fair value through profit or loss under the Contractual Arrangements and share of losses of results of associates and joint ventures under the Contractual Arrangements account for approximately 2.4% and 0.2% of our net losses for the year ended December 31, 2024 and December 31, 2025, respectively.

Based on the above and as set out in the section headed “Contractual Arrangements of Our Group” in the Prospectus, we believe that the Contractual Arrangements are narrowly tailored to minimize potential conflicts with relevant PRC laws and regulations.

Risks Relating to the Group’s Contractual Arrangements

• If the PRC government finds that the structure we have adopted for our business operations does not comply with PRC laws and regulations, or if any new interpretation on these regulations emerges, we could be subject to severe penalties, including the nullification of the Contractual Arrangements, or be forced to relinquish our interests in those operations.

• We rely on Contractual Arrangements with our Consolidated Affiliated Entities and their shareholders for our business operations, which may not be as effective as direct ownership in providing operational control.

48 2025 ANNUAL REPORT

Directors’ Report

• Any failure by our Consolidated Affiliated Entities or their shareholders to perform their obligations under our Contractual Arrangements with them would have a material adverse effect on our business.

• The shareholders, directors, and executive officers of our Consolidated Affiliated Entities may have potential conflicts of interest with us, which may materially and adversely affect our business, results of operations and financial performance.

• Contractual Arrangements in relation to our Consolidated Affiliated Entities may be subject to scrutiny by the PRC tax authorities and they may determine that we or our Consolidated Affiliated Entities owe additional taxes, which could negatively affect our financial performance.

• We conduct business operations in the PRC through our Consolidated Affiliated Entities by way of the Contractual Arrangements, but certain of the terms of the Contractual Arrangements may not be enforceable under applicable laws.

• Our exercise of the options to acquire equity ownership and assets of our Consolidated Affiliated Entities may subject us to certain limitations and substantial costs.

• We may lose the ability to use licenses, approvals, and assets held by our Consolidated Affiliated Entities that are material to the operation of certain portions of our business if the Consolidated Affiliated Entities go bankrupt or become subject to a dissolution or liquidation proceeding.

• The interpretation and implementation of the PRC Foreign Investment Law may impact the viability of our current corporate structure, corporate governance and business operations.

The structuring and implementation of the Contractual Arrangements, including the detailed terms discussed in this annual report and in the Prospectus under the section headed “Contractual Arrangements of the Target Group”, are designed to mitigate these risks.

Summary of the Material Terms of the Contractual Arrangements

A summary description of each of the specific agreements that comprise the Contractual Arrangements is set out below.

Exclusive Business Cooperation Agreements

Under the exclusive business cooperation agreement dated May 18, 2018, between Zhaogang Netcom and WFOE 1 (the “ Exclusive Business Cooperation Agreement ”), Zhaogang Netcom engaged WFOE 1, our indirect wholly-owned subsidiary, as its exclusive provider of technical support, consultation, and other services, including the following:

• (1) the use of any relevant software legally owned by WFOE 1;

• (2) development, maintenance, and update of software in respect of Zhaogang Netcom’s business;

• (3) design, installation, daily management, maintenance, and update of network systems, hardware, and database design;

==> picture [10 x 808] intentionally omitted <==

ZG Group 49

==> picture [9 x 808] intentionally omitted <==

Directors’ Report

• (4) providing technical support and staff training services for relevant employees of Zhaogang Netcom;

• (5) providing assistance in consultation, collection, and research of technology and market information (excluding market research business that wholly foreign-owned enterprises are prohibited from conducting under PRC laws);

• (6) providing business management consultation;

• (7) providing strategic development consultation;

• (8) providing finance consultation and management services;

• (9) providing business operation-related information consultation;

• (10) providing marketing and promotional services;

• (11) providing customer order management and customer services;

• (12) transfer, leasing, and disposal of equipment or properties; and

• (13) other relevant services requested by Zhaogang Netcom from time to time to the extent permitted under PRC laws.

Pursuant to the Exclusive Business Cooperation Agreement, the service fees shall be 100% of the total consolidated profit of Zhaogang Netcom before tax, after the deduction of any accumulated deficit of the Consolidated Affiliated Entities in respect of the preceding financial years, operating costs, expenses, taxes, and other statutory contributions. Notwithstanding the foregoing, WFOE 1 may adjust the scope and amount of service fees according to PRC tax law and tax practices, and Zhaogang Netcom will accept such adjustments. WFOE 1 shall calculate the service fee on a monthly basis and issue a corresponding invoice to Zhaogang Netcom. Notwithstanding the payment arrangements in the Exclusive Business Cooperation Agreement, WFOE 1 may adjust the payment time and payment method, and Zhaogang Netcom will accept any such adjustment.

In addition, absent our prior written consent through WFOE 1, during the term of the Exclusive Business Cooperation Agreement, with respect to the services and other matters subject to the Exclusive Business Cooperation Agreement, Zhaogang Netcom shall not directly or indirectly enter into any same or similar exclusive business cooperation agreement with any third party, accept the same or any similar services provided by any third party, and shall not establish cooperation relationships similar to that formed by the Exclusive Business Cooperation Agreement with any third party. WFOE 1 may appoint other parties, who may enter into certain agreements with Zhaogang Netcom, to provide Zhaogang Netcom with the services under the Exclusive Business Cooperation Agreement.

The Exclusive Business Cooperation Agreement also provides that WFOE 1 has the exclusive proprietary rights to and interests in any and all intellectual property rights developed or created by Zhaogang Netcom during the performance of the Exclusive Business Cooperation Agreement.

50 2025 ANNUAL REPORT

Directors’ Report

The Exclusive Business Cooperation Agreement became effective upon its execution and shall remain effective unless terminated (a) upon mutual agreement between WFOE 1 and Zhaogang Netcom; or (b) in writing by WFOE 1.

Exclusive Option Agreements

Zhaogang Netcom, WFOE 1 and the Registered Shareholders of Zhaogang Netcom, at that time entered into an option agreement on May 18, 2018, which was subsequently amended and restated on August 31, 2021 and on September 29, 2022 (the “ Exclusive Option Agreement ”). Pursuant to the Exclusive Option Agreement, the Registered Shareholders granted WFOE 1 an irrevocable and exclusive right to require the Registered Shareholders to transfer any or all their equity interests in Zhaogang Netcom to WFOE 1 and/or a third party designated by it, in whole or in part at any time and from time to time, at the lowest purchase price that permitted by the PRC laws or at the price that the registered capital of Zhaogang Netcom multiplied by the proportion of equity interests to be purchased in the total equity interests of Zhaogang Netcom, provided that such transfer shall comply with the applicable PRC laws and regulations. Zhaogang Netcom and the Registered Shareholders, among other things, have covenanted that:

• (1) without the prior written consent of WFOE 1, Zhaogang Netcom shall not assist or permit Registered Shareholders to sell, transfer, pledge or in any other manner dispose or impose encumbrance on the equity interest held in Zhaogang Netcom, except for any encumbrance as set under the Exclusive Option Agreement, the Equity Pledge Agreement and the Powers of Attorney;

• (2) without the prior written consent of WFOE 1, they shall not in any manner supplement, change or amend the constitutional documents of Zhaogang Netcom, increase or decrease their registered capital, or change the structure of their registered capital in other manner;

• (3) they shall maintain Zhaogang Netcom’s corporate existence in accordance with good financial and business standards and practices, obtain and maintain all necessary government licenses and permits and prudently and effectively operate their business and handle their affairs;

• (4) without the prior written consent of WFOE 1, they shall not, and shall procure the subsidiaries of Zhaogang Netcom not, at any time following the signing of the Exclusive Option Agreement sell, transfer, pledge or dispose of in any manner any material assets of Zhaogang Netcom or legal or beneficial interest in the business or revenues of Zhaogang Netcom of more than RMB1,000,000, or allow the encumbrance thereon of any security interest;

• (5) without the prior written consent of WFOE 1, Zhaogang Netcom shall not incur, inherit, guarantee or allow the existence of any debt, except for debts incurred in the ordinary course of business other than payables incurred by a loan;

• (6) Zhaogang Netcom shall always operate all of their businesses during the ordinary course of business to maintain their asset value and refrain from any action/omission that may adversely affect Zhaogang Netcom’s operating status and asset value;

• (7) without the prior written consent of WFOE 1, they shall not cause Zhaogang Netcom to execute any material contract with a value above RMB1,000,000 or any contract that contravenes with existing material contracts, except the contracts executed in the ordinary course of business;

==> picture [10 x 808] intentionally omitted <==

ZG Group 51

==> picture [9 x 808] intentionally omitted <==

Directors’ Report

• (8) without the prior written consent of WFOE 1, they shall not cause Zhaogang Netcom to provide any person with any loan or credit or provide any guarantee to any third party;

• (9) they shall provide WFOE 1 with information on Zhaogang Netcom’s business operations and financial condition at the request of WFOE 1;

• (10) if requested by WFOE 1, they shall procure and maintain insurance in respect of Zhaogang Netcom’s assets and business from an insurance carrier acceptable to WFOE 1, at an amount and type of coverage typical of companies that operate similar businesses;

• (11) without the prior written consent of WFOE 1, they shall not cause or permit Zhaogang Netcom to split, merge, consolidate with, acquire or invest in any person;

• (12) they shall immediately notify WFOE 1 of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Zhaogang Netcom’s assets, business or revenue;

• (13) to maintain the ownership by Zhaogang Netcom of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

• (14) without the prior written consent of WFOE 1, Zhaogang Netcom shall not in any manner distribute dividends to its shareholders, provided that upon the written request of WFOE 1, Zhaogang Netcom shall immediately distribute all distributable profits to its shareholders;

• (15) at the request of WFOE 1, they shall appoint any persons designated by WFOE 1 as the directors and/or senior management of Zhaogang Netcom or remove any existing directors and/or senior management of Zhaogang Netcom;

• (16) without the written consent of WFOE 1, the Registered Shareholders shall not engage in any business in competition with WFOE 1 or its affiliates;

• (17) unless otherwise mandatorily required by PRC laws, Zhaogang Netcom shall not be dissolved or liquidated without prior written consent by WFOE 1;

• (18) once foreign investors are allowed by the PRC laws to invest in the principal business of Zhaogang Netcom and relevant competent authority accepts application for transfer of such business, the Registered Shareholders shall immediately transfer the shares of Zhaogang Netcom to WFOE 1 or its appointee(s) when WFOE 1 exercises its option rights, and Zhaogang Netcom shall cooperate to deal with the procedures of share transfer;

• (19) in the event that WFOE 1 is impeded to exercise purchase rights due to the failure of the Registered Shareholders and/or Zhaogang Netcom to fulfill their tax obligations under applicable laws, WFOE 1 shall be entitled to demand them to fulfill such tax obligations; and

52 2025 ANNUAL REPORT

Directors’ Report

• (20) the Registered Shareholders and Zhaogang Netcom shall procure subsidiaries of Zhaogang Netcom to comply with all undertakings applicable to the Registered Shareholders under this clause in the same circumstances, as if such subsidiaries will be treated as Zhaogang Netcom under the corresponding clause.

In addition, the Registered Shareholders, among other things, have covenanted that:

• (1) without the written consent of WFOE 1, they shall not sell, transfer, pledge or dispose of in any other manner the legal or beneficial interest in Zhaogang Netcom, or allow the encumbrance thereon of any security interest, except for the Exclusive Option Agreement, the Equity Pledge Agreement and the interests prescribed in the Powers of Attorney, and procure the shareholders’ meeting and the board of directors (or executive directors) of Zhaogang Netcom not to approve such matters;

• (2) without the written consent of WFOE 1, for any division, merger or consolidation to be conducted with anyone, or acquisition or investment of anyone by Zhaogang Netcom, to cause the shareholders’ meeting and/or the board of directors (or executive directors) of Zhaogang Netcom to vote on the approval of the transfer of equity interests and any other action requested by WFOE 1;

• (3) any Registered Shareholders who have not transferred its Shares shall waive any pre-emptive right that he/she is entitled to (if any), and give consent to the execution, by other shareholders of Zhaogang Netcom with WFOE 1 and Zhaogang Netcom, of any exclusive option agreements, equity interest pledge agreements and powers of attorney similar to the Exclusive Option Agreement, the Equity Pledge Agreement and the Powers of Attorney, and undertake not to take any actions that would be in conflict with such documents executed by the other shareholders of Zhaogang Netcom (if any); and

• (4) each of the Registered Shareholders will transfer to WFOE 1 or its appointee(s) by way of gift any profit, dividend, bonus and liquidation income in accordance with the PRC laws.

The Registered Shareholders shall, subject to the relevant laws and regulations, return to WFOE 1 or any person designated by WFOE 1, any consideration they receive in the event that WFOE 1 exercise the options under the Exclusive Option Agreement to acquire the equity interests in Zhaogang Netcom.

The Exclusive Option Agreement became effective upon its execution and shall remain effective unless terminated in the event that the entire equity interests held by the Registered Shareholders in Zhaogang Netcom have been transferred to WFOE 1 or its appointee(s). WFOE 1 may terminate the Exclusive Option Agreement upon written notice according to its own discretion.

Equity Pledge Agreements

Zhaogang Netcom, WFOE 1 and the Registered Shareholders at that time entered into an equity pledge agreement on May 18, 2018, which was subsequently amended and restated on August 31, 2021 and on September 29, 2022 (the “ Equity Pledge Agreement ”). Pursuant to the Equity Pledge Agreement, the Registered Shareholders pledged all their respective equity interests in Zhaogang Netcom, including any interest or dividend paid for the shares, to WFOE 1 as a security interest to guarantee the performance of contractual obligations and the payment of outstanding debts.

==> picture [10 x 808] intentionally omitted <==

ZG Group 53

==> picture [9 x 808] intentionally omitted <==

Directors’ Report

The pledge in respect of Zhaogang Netcom takes effect upon the completion of registration with the relevant administration for industry and commerce and shall remain valid until after (i) all the contractual obligations of the Registered Shareholders and Zhaogang Netcom under the relevant Contractual Arrangements have been fully performed and all the outstanding debts of the Registered Shareholders and Zhaogang Netcom under the relevant Contractual Arrangements have been fully paid, or (ii) WFOE 1 and/or its appointee(s) decide to purchase all equity interests of Zhaogang Netcom to the extent acceptable by the PRC laws pursuant to the Exclusive Option Agreement, the equity interests of Zhaogang Netcom has been transferred to WFOE 1 and/or its appointee(s) pursuant to laws, and WFOE 1 and/or its appointee(s) could lawfully engage in the business of Zhaogang Netcom. The Equity Pledge Agreement became effective upon its execution and shall remain valid until all the contractual obligations therein have been fully performed and all the outstanding debts thereunder have been fully paid.

Upon the occurrence and during the continuance of an event of default, WFOE 1 shall have the right to dispose the pledge after sending the notice of default to the Registered Shareholders. WFOE 1 shall also have the right to exercise all such rights as a secured party under any applicable PRC laws and the Equity Pledge Agreement, including without limitations, being paid in priority with the equity interests based on the monetary valuation that such equity interests are converted into or from the proceeds from auction or sale of the equity interest upon written notice to the Registered Shareholders.

The registration of the Equity Pledge Agreement as required by the relevant laws and regulations became effective in accordance with the terms of the Equity Pledge Agreement and PRC laws and regulations.

Powers of Attorney

The Registered Shareholders executed powers of attorney on May 18, 2018, August 31, 2021 and September 29, 2022 (collectively, the “ Powers of Attorney ”), respectively. Under the Powers of Attorney, the Registered Shareholders irrevocably appointed WFOE 1 and its designated persons (including the Directors and their only and exclusive successors and liquidators replacing the Directors) as their attorneys-in-fact to exercise on their behalf:

• (1) to convene and attend shareholders’ meetings of Zhaogang Netcom;

• (2) to file documents with the relevant company registry;

• (3) to exercise all shareholder’s rights and shareholder’s voting rights in accordance with law and the constitutional documents of Zhaogang Netcom, including but not limited to the sale, transfer, pledge or disposal of any or all of the equity interests in Zhaogang Netcom;

• (4) to execute any and all written resolutions and meeting minutes and to approve the amendments to the articles of associations in the name and on behalf of such shareholder; and

• (5) to nominate or appoint the legal representatives, directors, supervisors, general manager and other senior management of Zhaogang Netcom.

Any non-independent persons or those who may give rise to conflict of interest will not be appointed as a designated person of WFOE 1.

54 2025 ANNUAL REPORT

Directors’ Report

Each of the Registered Shareholders has undertaken that it will not directly or indirectly participate in, engage in, involve in, or own any business which potentially compete with WFOE 1, Zhaogang Netcom’s affiliates or its main business.

Further, the Powers of Attorney shall remain effective for so long as each shareholder holds equity interest in Zhaogang Netcom.

Confirmations from the Relevant Individual Shareholders

Each of the Relevant Individual Shareholders, namely, Mr. Wang Dong, Mr. Wang Changhui and Mr. Rao Huigang, has confirmed to the effect that (i) his spouse does not have the right to claim any interests in the equity interest of Zhaogang Netcom (together with any other interests therein) or exert influence on the dayto-day management by Zhaogang Netcom; (ii) in the event of his death, incapacity, divorce or any other event which causes his/her inability to exercise his rights as a shareholder of Zhaogang Netcom, they will take necessary actions to safeguard their interests in Zhaogang Netcom (together with any other interests therein) and their successors (including his/her spouse) will not take any actions to claim any interests in Zhaogang Netcom (together with any other interests therein) such that its interests in Zhaogang Netcom shall not be affected.

Spouse Undertakings

The spouse of each of the Relevant Individual Shareholders, where applicable, has signed an undertaking (the “ Spouse Undertakings ”) to the effect that (i) the respective Relevant Individual Shareholder is entitled to dispose of the interests in Zhaogang Netcom (together with any other interests therein) and (ii) she will not have any claim on such interests.

The PRC Legal Advisor to the Company is of the view that (i) the above arrangements provide protection to WFOE 1 (as an indirect wholly-owned subsidiary of the Group) even in the event of death or divorce of any Relevant Individual Shareholders or bankruptcy of any corporate Registered Shareholders; and (ii) the death, bankruptcy or divorce (where applicable) of such shareholder would not affect the validity of the Contractual Arrangements, and pursuant to the Contractual Arrangements, relevant provisions thereunder (as applicable) are also binding on the successors or permitted transferees of the Registered Shareholders.

Based on the above, the Board is of the view that the Contractual Arrangements provide sufficient protection to the Group in the event of death, bankruptcy or divorce of the Registered Shareholders.

==> picture [10 x 808] intentionally omitted <==

ZG Group 55

==> picture [9 x 808] intentionally omitted <==

Directors’ Report

Confirmation from the Company’s independent auditor

According to the Practice Note 740 “Auditor’s Letter on Continuing Connected Transactions Under Hong Kong Listing Rules” issued by the Hong Kong Institute of Certified Public Accountants, auditors are not typically required to provide confirmation regarding annual caps for transactions under the Contractual Arrangements. This is because the Stock Exchange does not usually mandate the establishment of annual caps for such transactions.

Having considered this, our independent external auditor has confirmed in a letter to our Board that, with respect to the continuing connected transactions of our Company:

• (1) nothing has come to the auditor’s attention that causes the auditor to believe that the disclosed continuing connected transactions have not been approved by our Board;

• (2) nothing has come to the auditor’s attention that causes the auditor to believe that the transactions were not entered into, in all material respects, in accordance with the relevant agreements governing such transactions; and

• (3) with respect to the transactions contemplated under the Contractual Arrangements among the Company, WFOE, the Consolidated Affiliated Entities and Registered Shareholders of Zhaogang Netcom, nothing has come to the auditor’s attention that causes the auditor to believe that there were any dividends or other distributions made by the Consolidated Affiliated Entities to the Registered Shareholders of Zhaogang Netcom.

Confirmation from the Independent Non-Executive Directors

The Directors (including the independent non-executive Directors) are of the view that the Contractual Arrangements and the transactions contemplated therein are fundamental to the Group’s legal structure and business operations, and the relevant transactions have been and will be entered into in its ordinary and usual course of business, are on normal commercial terms or better and in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the Company Shareholders as a whole. The Directors (including the independent non-executive Directors) also confirmed that no dividends or other distributions have been made by the Consolidated Affiliated Entities to the holders of its equity interests which are not otherwise subsequently assigned or transferred to the Group.

RELATED PARTY TRANSACTIONS

During the Reporting Period, save as disclosed in this annual report, no related party transaction disclosed in Note 40 to the consolidated financial statements falls under the definition of “connected transaction” or “continuing connected transaction” in Chapter 14A of the Listing Rules for which disclosure is required.

The Directors confirmed that the Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules during the Reporting Period.

56 2025 ANNUAL REPORT

Directors’ Report

WEIGHTED VOTING RIGHTS

The Company is controlled through a WVR structure. Under this structure, each Class A Share entitles the holder to exercise one vote, while each Class B Share entitles the holder to exercise ten votes on all matters requiring a shareholder vote, except for the Reserved Matters, where each share carries one vote as mandated by Rule 8A.24 of the Listing Rules. The Reserved Matters include: (i) any amendment to the constitutional documents of the Company, including variations to class rights, (ii) the appointment, election, or removal of independent nonexecutive Directors, (iii) the appointment or removal of the Company’s auditors, and (iv) the voluntary liquidation or winding-up of the Company. This WVR structure allows Mr. Wang Dong and Mr. Wang Changhui, the holders of Class B Shares (the “ WVR Beneficiaries ”), to exercise voting control over the Company despite not holding a majority economic interest in its share capital. This arrangement enables the Company to benefit from the continued vision and leadership of the WVR Beneficiaries.

Shareholders and prospective investors should note the potential risks associated with investing in companies with a WVR structure. The interests of the WVR Beneficiaries may not always align with those of the Company Shareholders as a whole, and the WVR Beneficiaries are positioned to exert significant influence over the Company’s affairs and the outcome of shareholders’ resolutions, regardless of how other shareholders vote. Prospective investors are urged to carefully consider these factors before deciding to invest in the Company.

As of December 31, 2025, the WVR Beneficiaries collectively hold 36,198,114 Class A Shares, representing approximately 3.4% of the issued share capital and approximately 1.3% of the voting rights, and 190,945,862 Class B Shares, representing approximately 17.8% of the issued share capital and approximately 68.5% of the voting rights with respect to shareholders’ resolutions on matters other than the Reserved Matters. Class B Shares may be converted into Class A Shares on a one-to-one basis. Upon full conversion of all issued and outstanding Class B Shares into Class A Shares, the Company would issue an additional 190,945,862 Class A Shares, bringing the total to 1,070,631,861 Class A Shares, with the converted shares then representing approximately 17.8% of the total issued share capital.

As of December 31, 2025, Mr. Wang Dong beneficially owns 157,464,385 Class B Shares, representing approximately 56.5% of the voting rights in the Company with respect to matters other than the Reserved Matters. These shares are held through Wangdong Holdings and Pangmao1 Ltd, with Pangmao1 Ltd wholly owned by Wangdong Holdings, a company indirectly wholly-owned by a trust established by Mr. Wang Dong for the benefit of himself and his family. As of the same date, Mr. Wang Changhui beneficially owns 33,481,477 Class B Shares, representing approximately 12.0% of the voting rights in the Company with respect to matters other than the Reserved Matters. These shares are held through Wangchanghui Holdings and Pangmao2 Ltd, with Pangmao2 Ltd wholly owned by Wangchanghui Holdings, a company indirectly wholly-owned by a trust established by Mr. Wang Changhui for the benefit of himself and his family.

==> picture [10 x 808] intentionally omitted <==

ZG Group 57

==> picture [9 x 808] intentionally omitted <==

Directors’ Report

The weighted voting rights attached to the Class B Shares will cease when neither of the WVR Beneficiaries retains beneficial ownership of any Class B Shares, in accordance with Rule 8A.22 of the Listing Rules. This may occur:

• (i) upon the occurrence of circumstances outlined in Rule 8A.17 of the Listing Rules, including where a WVR Beneficiary is: (1) deceased; (2) no longer a member of the Company Board; (3) deemed by the Stock Exchange to be incapacitated for performing director duties; or (4) deemed by the Stock Exchange to no longer meet the director requirements under the Listing Rules;

• (ii) when a WVR Beneficiary transfers the beneficial ownership of, or economic interest in, all Class B Shares or their attached voting rights to another person, except in circumstances permitted by Rule 8A.18 of the Listing Rules;

• (iii) where a vehicle holding Class B Shares on behalf of a WVR Beneficiary no longer complies with Rule 8A.18(2) of the Listing Rules; or

• (iv) when all Class B Shares have been converted into Class A Shares.

The Company confirms that, during the Reporting Period and up to the Latest Practicable Date, it has complied with the Corporate Governance Code set out in Appendix C1 to the Listing Rules, to the extent required by Chapter 8A of the Listing Rules.

MAJOR CUSTOMERS AND MAJOR SUPPLIERS

During the year ended December 31, 2025, our largest customer and five largest customers in the aggregate accounted for 21.3% and 31.8% of our total revenue, respectively. During the year ended December 31, 2025, our largest supplier and five largest suppliers in the aggregate accounted for 12.9% and 32.1% of our total purchases, respectively.

During the year ended December 31, 2025, none of our Directors, their close associates or any of our shareholders (who or which to the knowledge of the Directors owned more than 5% of our issued share capital) had any interest in any of our five largest customers or suppliers.

PRE-EMPTIVE RIGHTS

There are no provisions for pre-emptive rights under the laws of the Cayman Islands which would oblige the Company to offer new Shares on a pro-rata basis to the existing Shareholders.

TAX RELIEF AND EXEMPTION OF HOLDERS OF LISTED SECURITIES

The Directors are not aware of any tax relief or exemption available to the Shareholders by reason of their holding of the Company’s securities.

58 2025 ANNUAL REPORT

Directors’ Report

SUBSIDIARIES

Particulars of the Company’s subsidiaries are set out in Note 42 to the consolidated financial statements.

PROPERTY AND EQUIPMENT

Details of property and equipment of the Group for the year ended December 31, 2025 are set out in Note 15 to the consolidated financial statements.

During the Reporting Period, none of the Company’s properties was held for development and/or sale or for investment purposes.

SHARE CAPITAL AND SHARES ISSUED

Details of movements in the share capital of the Company for the year ended December 31, 2025 are set out in the Consolidated Statement of Changes in Equity in this annual report.

SUFFICIENCY OF PUBLIC FLOAT

Based on information publicly available to the Company and within the knowledge of the Directors as of the Latest Practicable Date, the Company had maintained the prescribed percentage of public float under the Listing Rules since the Listing Date and up to the Latest Practicable Date.

DONATION

During the Reporting Period, the Group made charitable donations of RMB260,000.

DEBENTURE ISSUED

The Group did not issue any debentures during the Reporting Period.

EQUITY-LINKED AGREEMENTS

Save as disclosed in the sections headed “Share Schemes” and “Repurchase of the Company’s Shares” in this annual report, no equity-linked agreement was entered into by the Group or existed during the Reporting Period.

DIVIDEND

The Board did not recommend the distribution of an annual dividend for the year ended December 31, 2025. There is no arrangement under which a Shareholder has waived or agreed to waive any dividend.

==> picture [10 x 808] intentionally omitted <==

ZG Group 59

==> picture [9 x 808] intentionally omitted <==

Directors’ Report

PERMITTED INDEMNITY

Pursuant to Article 49.1 of the Company Articles, every Director and officer of the Company, together with every former Director and former officer (each an “ Indemnified Person ”), shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages, or expenses, including legal expenses, which they or any of them may incur as a result of any act or failure to act in carrying out their functions, except where such liability arises from their own actual fraud or wilful default. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result of carrying out their functions, unless such liability is determined to stem from their actual fraud or wilful default, as adjudged by a court of competent jurisdiction.

RESERVES

Details of movements in the reserves of the Group and the Company during the year ended December 31, 2025 are set out in the Consolidated Statement of Changes in Equity.

As of December 31, 2025, the Company did not have any distributable reserves.

BANK AND OTHER BORROWINGS

Details of the bank and other borrowings of the Group for the year ended December 31, 2025 are set out in Note 27 to the consolidated financial statements.

DIRECTOR AGREEMENTS

Each of our executive Directors, namely Mr. Wang Dong, Mr. Wang Changhui, Ms. Gong Yingxin and Ms. Zhou Min, entered into an appointment agreement with the Company on March 10, 2025. The initial term of the appointment commenced from March 10, 2025 and shall continue for a period of three years, or until the third annual general meeting of the Company, subject always to retirement and re-election as and when required under the Company’s Articles. The term may be terminated in accordance with the terms and conditions of the appointment letter or by either party providing at least one month’s prior notice in writing.

Each of our non-executive Directors entered into a service contract with the Company. The initial term of Mr. Ye Qian and Mr. Sun Qingdong as non-executive Directors of the Company shall commence from March 10, 2025 and August 27, 2025, respectively, and shall continue for a period of three years, or until the third annual general meeting of the Company, subject always to retirement and re-election as and when required under the Company’s Articles. The term may be terminated in accordance with the terms and conditions of the appointment letter or by either party providing at least one month’s prior notice in writing.

Each of the independent non-executive Directors of the Company, namely Mr. Wang Xiang, Mr. Wang Weisong and Mr. Chen Yin, entered into a service contract with the Company. Their appointment as an independent nonexecutive Director of the Company commenced from March 10, 2025 and shall continue for a period of three years, or until the third annual general meeting of the Company, subject always to retirement and re-election as and when required under the Company’s Articles. The term may be terminated in accordance with the terms and conditions of the appointment letter or by either party providing at least one month’s prior notice in writing.

60 2025 ANNUAL REPORT

Directors’ Report

Save as disclosed above, none of the Directors has or will have a service contract with any member of the Group, other than contracts expiring or determinable by the employer within one year without the payment of compensation (other than statutory compensation).

DIRECTORS’ INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR CONTRACTS OF SIGNIFICANCE

Save as disclosed in this annual report, none of the Directors or any entity connected with the Directors had a material interest, either directly or indirectly, in any transactions, arrangements or contracts of significance to which the Company, its holding company, or any of its subsidiaries or fellow subsidiaries was a party subsisting during the Reporting Period.

EMOLUMENTS OF DIRECTORS AND THE FIVE HIGHEST PAID INDIVIDUALS

In compliance with the Corporate Governance Code, the Board will review and determine the remuneration and compensation packages of the Directors and senior management officers with the benefit of recommendations from the Remuneration Committee. The Remuneration Committee will take into account salaries paid by comparable companies, time commitment and responsibilities of the Directors and performance of the Group.

The remuneration is determined and recommended based on each Director’s qualification, position and seniority. As for the independent non-executive Directors, their remuneration is determined by the Board upon recommendation from the Remuneration Committee. The Directors and members of senior management of the Company will receive compensation in the form of salaries, bonuses and other benefits in kind such as contributions to pension plans. The aggregate remuneration (including fees, salaries, contributions to pension schemes, bonus, share-based payments, retirement benefits scheme, allowances and other benefits in kind) paid to the Directors in the Company for the Reporting Period was approximately RMB21.94 million. Save as disclosed above, no other amounts have been paid or are payable by any member of the Group to the Directors or members of the senior management of the Company during the Reporting Period.

Further details of the remuneration of the Directors and the five highest paid individuals are set out in Note 12 to the consolidated financial statements.

None of the Directors waived or agreed to waive any remuneration and there were no emoluments paid by the Group to any of the Directors as an inducement to join, or upon joining the Group, or as compensation for loss of office.

RETIREMENT BENEFITS PLANS

Details of the retirement benefits plans are set out in Note 36 to the consolidated financial statements.

For the year ended December 31, 2025, no forfeited contributions were utilised by the Group to reduce its contributions for the current year.

==> picture [10 x 808] intentionally omitted <==

ZG Group 61

==> picture [9 x 808] intentionally omitted <==

Directors’ Report

CONTRACTS WITH CONTROLLING SHAREHOLDERS

Save as disclosed in this annual report, no contract of significance or contract of significance for the provision of services has been entered into among the Company or any of its subsidiaries and the Controlling Shareholders or any of their subsidiaries during the Reporting Period.

MANAGEMENT CONTRACTS

No contract concerning the management and administration of the whole or any substantial part of the business of the Company was entered into or existed during the Reporting Period.

AUDITOR

The consolidated financial statements of the Group for Hong Kong financial reporting have been audited by Deloitte Touche Tohmatsu, who will retire and, being eligible, offer themselves for re-appointment at the AGM. There was no change in the Company’s independent external auditors in any of the preceding three years.

DIRECTORS’ RIGHTS TO ACQUIRE SHARES OR DEBENTURES

Save as disclosed in this annual report, at no time during the Reporting Period was the Company or any of its subsidiaries, fellow subsidiaries or its holding companies a party to any arrangements to enable the Directors to acquire benefits by means of the acquisition of Shares in, or debentures of the Company or any other body corporate; and none of the Directors, or any of their spouse or children under the age of 18, had any right to subscribe for equity or debt securities of the Company or any other body corporate, or had exercised any such right.

REPURCHASE OF THE COMPANY’S SHARES

Save as set out in the section headed “Purchase, Sale or Redemption of the Company’s Listed Securities” in “Management Discussion and Analysis” of this annual report, there was no purchase, sale or redemption by the Company or any of its subsidiaries of its listed securities during the Reporting Period.

CLOSURE OF REGISTER OF MEMBERS

The AGM will be held on Friday, June 26, 2026. For determining the eligibility to attend and vote at the AGM, the register of shareholders of the Company will be closed from Monday, June 22, 2026 to Friday, June 26, 2026, both days inclusive, during which period no transfer of shares of the Company will be registered. The record date for determining the eligibility to attend and vote at the AGM will be Friday, June 26, 2026. In order to be eligible to attend and vote at the AGM, all transfer of shares of the Company, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong share registrar, Tricor Investor Services Limited (for both holders of Class A Shares and holder of Class B Shares), at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Thursday, June 18, 2026.

62 2025 ANNUAL REPORT

Directors’ Report

CHANGES TO DIRECTORS’ INFORMATION

Save as disclosed above, as at December 31, 2025 and up to the Latest Practicable Date, there has been no change to the information of the Directors which is required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules.

DISCLOSURE UNDER RULE 8.10 OF THE LISTING RULES

As at December 31, 2025 and up to the Latest Practicable Date, neither our Controlling Shareholders nor any of our Directors had any interest in a business, apart from the business of the Group, which competes or is likely to compete, directly or indirectly, with our business, which would require disclosure under Rule 8.10 of the Listing Rules.

CONFIRMATION OF INDEPENDENCE

We have received from each independent non-executive Director an annual confirmation of his independence pursuant to Rule 3.13 of the Listing Rules, and our Board considers each of them independent.

CONTINUING DISCLOSURE OBLIGATIONS PURSUANT TO THE LISTING RULES

The Company does not have any disclosure obligations under Rules 13.20, 13.21 and 13.22 of the Listing Rules.

By order of the Board

Wang Dong

Chairman

Hong Kong, March 27, 2026

==> picture [10 x 808] intentionally omitted <==

ZG Group 63

==> picture [9 x 808] intentionally omitted <==

Directors and Senior Management

DIRECTORS

Executive Directors

Mr. Wang Dong , 49, has served as our executive Director, chairman of the Board, and chief executive officer since March 10, 2025. He has been a director of the Company since February 27, 2012, and has served as a director and chief executive officer of Zhaogang Netcom since March 2012. With approximately 17 years of experience in the steel industry, Mr. Wang Dong has led the strategic development of the Company since its inception. His visionary leadership and innovative thinking have transformed the Company into an industry pioneer in China by introducing online information services and integrating supply chain services into its business model since 2014. Under his guidance, the Company leveraged its extensive transaction data and customer base to pioneer big data analytics and SaaS-based services. Mr. Wang Dong also spearheaded angel investment in e-commerce platforms, such as the TCRM Platform (an e-commerce solution), extending internet-based solutions to traditional industries beyond steel. Notably, he masterminded the heavy-to-light transformation strategy since 2019, a shift from capital-intensive to asset-light operations, creating a digital platform that connects participants along the steel value chain while minimizing capital risks.

Mr. Wang Dong graduated from Sichuan University (四川大學) majoring in electrical technology in the PRC in July 1999 and further obtained his master’s degree in software engineering from Huazhong University of Science and Technology (華中科技大學) by way of in-service postgraduate study in the PRC in December 2007. Mr. Wang Dong obtained an EMBA degree at PBC School of Finance, Tsinghua University (清華五道口金融學院) in December 2024.

Mr. Wang Changhui , 42, has served as our executive Director and chief operating officer since March 10, 2025. He co-founded the Company with Mr. Wang Dong in February 2012 and has been a director and chief operating officer of the Company since February 27, 2012, as well as a director of Zhaogang Netcom since March 2012. With over 17 years of experience in sales and operation management in the steel industry, Mr. Wang Changhui has driven the operational success of the Company. His deep insights into supply and demand dynamics have facilitated the adoption of steel e-commerce within the traditional industry. Mr. Wang Changhui shaped the Company’s vision by building strong relationships with suppliers and clients, establishing a robust digital platform. In 2019, alongside Mr. Wang Dong, he led the transformation of the Company’s business model, spearheading a joint venture that transitioned it into a leading online digital platform. Mr. Wang Changhui’s deep market insights and manufacturer relationships were pivotal in scaling the platform’s transaction volumes while maintaining asset-light discipline.

Mr. Wang Changhui obtained a diploma in marketing from Henan Finance and Taxation College (河南財政稅務高 等專科學校) in the PRC in July 2006. Mr. Wang Changhui is currently pursuing his EMBA degree in China Europe International Business School (CEIBS).

Ms. Gong Yingxin , 50, has served as our Director and senior vice president since March 10, 2025. She joined the Company in October 2013 as head of the public affairs department, was promoted to senior vice president in December 2015, and has been a director of the Company since January 6, 2021. Ms. Gong Yingxin has also served as vice president of Zhaogang Netcom since December 2015. With extensive experience in public affairs and management, she has overseen the functional departments of the Company, including legal, public relations, and administration. Her leadership has supported the Company’s strategic objectives, ensuring operational stability and alignment with its pioneering digital transformation.

64 2025 ANNUAL REPORT

Directors and Senior Management

Ms. Gong Yingxin obtained her bachelor’s degree in economics from Lanzhou Jiaotong University (蘭州交通大學) in the PRC in July 1999, and an EMBA degree from Peking University (北京大學) in the PRC in July 2019.

Ms. Zhou Min , 37, has served as our executive Director and financial vice president since March 10, 2025. She joined the Group in July 2015, was appointed senior financial controller on December 16, 2019, and became financial vice president in April 2023. She has also served as financial vice president of Zhaogang Netcom since April 2023. With a strong background in financial management, Ms. Zhou Min has guided the financial strategy of the Company. Her expertise has been crucial in maintaining fiscal discipline during the Company’s expansion into digital and service-based operations, supporting its growth under the leadership of Mr. Wang Dong and Mr. Wang Changhui.

Ms. Zhou Min received a bachelor’s degree in food science and engineering from Zhengjiang A&F University (浙 江農林大學) in the PRC in June 2011, and an MBA degree from Shanghai University of Finance and Economics (上海財經大學) in the PRC in December 2022. Ms. Zhou Min obtained the Intermediate Accountant Certificate (中級會計師證書) from Shanghai Municipal Human Resources and Social Security Bureau (上海市人力資源和社 會保障局) in November 2016, the American Certified Management Accountant Certificate (美國註冊管理會計師 證書) from the Institute of Management Accountants in the United States in July 2018, the Senior Accountant Certificate (高級會計師證書) from Shanghai Municipal Human Resources and Social Security Bureau (上海市人力 資源和社會保障局) in 2023, and was selected into the Training Project of Shanghai Municipal Finance Bureau for Accounting Talents (上海市財政局會計優秀人才培養工程) in 2024.

Non-executive Directors

Mr. Ye Qian , 41, has served as our non-executive Director since March 10, 2025. He joined the Group as a director of the Company in August 2021 and has been a director of Zhaogang Netcom since December 2021. With extensive experience in corporate governance and investment management, Mr. Ye has provided strategic guidance to the Board. His roles as a supervisor of Beiqi Foton Motor Co.Ltd. between February 2021 to September 2025, a director of BAIC Motor Corporation Limited since March 2021 and co-president of Shoucheng Holdings Limited since September 2025 have enriched his contributions, supporting the Company’s evolution into a digital platform leader in the steel industry.

Mr. Ye obtained his bachelor’s degree in Russian from Heilongjiang University (黑龍江大學) in the PRC in June 2007, and obtained his MBA from the University of Wales through in-service postgraduate study in the UK in December 2014.

Mr. Sun Qingdong , 41, has served as our non-executive Director since August 27, 2025. He is an executive director of CMB International Capital Corporation Limited since September 2019. Prior to joining CMB International Capital Corporation Limited, Mr. Sun has also worked in IDG Capital, Lunar Capital and Investment Banking division of UBS Securities Co. Limited. Mr. Sun possesses enriched knowledge and experience in the capital market and investment industry. He will be primarily responsible for providing professional and strategic advice, opinion and guidance to the Company.

Mr. Sun received a bachelor of mathematics and a master of economics and finance in June 2007 and January 2010 respectively from Shanghai Jiao Tong University. He has also obtained a master of management (EMBA) in June 2022 from Peking University.

==> picture [10 x 808] intentionally omitted <==

ZG Group 65

==> picture [9 x 808] intentionally omitted <==

Directors and Senior Management

Independent non-executive Director

Mr. Wang Xiang , 64, has served as our independent non-executive Director since March 10, 2025. With over 30 years of experience in technology and business operations from leadership roles at Xiaomi Corporation and Qualcomm China, Mr. Wang Xiang has provided independent judgment on the Company’s strategy and governance. His tenure as president of Xiaomi Corporation from November 2019 to August 2020 drove significant operational and investment initiatives. Mr. Wang Xiang’s expertise has been vital in ensuring robust oversight as the Company advances its digital solutions in the steel sector.

Mr. Wang Xiang obtained his bachelor’s degree in semiconductor physics and devices from Beijing University of Technology (北京工業大學) in the PRC in July 1984. Mr. Wang Xiang was recognized as 2022 Global Chinese Elite TOP 100 by Forbes China in October 2022.

Mr. Chen Yin , 45, has served as our independent non-executive Director since March 10, 2025. Since May 2016, he has been an executive director of Shanghai Sunho Capital Management Co., Ltd., bringing extensive experience in corporate strategy and investment banking from roles at China International Capital Corporation and Deutsche Bank. Mr. Chen Yin’s independent perspective has strengthened the Company’s governance and performance, supporting its transition to a digital platform while maintaining accountability.

Mr. Chen Yin obtained his bachelor’s degree in management from Tsinghua University (清華大學) in the PRC in July 2002 and obtained his master’s degree in management from China Academy of Sciences (中國科學院) in July 2005.

Mr. Wang Weisong , 66, has served as our independent non-executive Director since March 10, 2025. Since July 1982, Mr. Wang Weisong has been working at the school of accounting of Shanghai University of Finance and Economics (上海財經大學). He previously served as an associate dean of the school of accounting, where he was responsible for teaching management, and he is currently an associate professor of accounting. Mr. Wang Weisong has over four decades of expertise in accounting and corporate governance. His extensive experience as an independent non-executive Director and audit committee chairman in multiple listed companies has provided critical independent judgment on strategy, internal controls, and performance, ensuring the Company’s accountability as it scales its digital operations. Mr. Wang Weisong is currently an independent director of (i) Jintuo Technology Co., Ltd (stock code: 603211), which is listed on the Shanghai Stock Exchange; (ii) Winning Health Technology Group Co., Ltd (stock code: 300253), which is listed on the Shenzhen Stock Exchange; and (iii) Kangshuai Shanghai Cold Chain Technology Corp., Ltd.

Mr. Wang Weisong obtained his bachelor’s degree in industrial and civil construction from Tongji University (同濟大學) in the PRC in June 1982, and obtained his master’s degree in industrial management engineering from Tongji University (同濟大學) by way of in-service postgraduate study in the PRC in April 1988, then further obtained his doctor’s degree in management science and engineering from Tongji University (同濟大學) by way of in-service postgraduate study in the PRC in September 2003.

66 2025 ANNUAL REPORT

Directors and Senior Management

SENIOR MANAGEMENT

Our senior management team comprises Mr. Wang Dong, Mr. Wang Changhui, Ms. Gong Yingxin and Ms. Zhou Min, who are each an executive Director, and Mr. Zhang Xiaokun, Mr. Tong Yaming, Ms. Chen Qing, Mr. Zeng Lingyu and Mr. Meng Long. See the section headed “Directors” in “Directors and Senior Management” for biographies of the executive Directors.

Mr. Zhang Xiaokun , 40, has served as our vice president since January 1, 2022. Mr. Zhang Xiaokun joined the Company in April 2012 and was appointed as vice president. He is primarily responsible for the management of the TCRM Platform (騰採通) business unit and the new business unit of the Company. Mr. Zhang Xiaokun has also served as the vice president of Zhaogang Netcom since January 1, 2022. Prior to joining the Company, Mr. Zhang Xiaokun worked as a technician at China Land Resources Aerial Geophysical Remote Sensing Center (中 國國土資源航空物探遙感中心) from July 2009 to June 2012. From October 2010 to April 2012, he served as the chief executive officer of Beijing Smart Tao Network Technology Co., Ltd. (北京智能淘網絡技術有限公司), where he oversaw the operation and daily management of the company.

Mr. Zhang Xiaokun received his bachelor’s degree in exploration technology and engineering in July 2006 and his master’s degree in geotechnical engineering in July 2009, both from China University of Geosciences, Beijing (中 國地質大學(北京)) in the PRC.

Mr. Tong Yaming , 50, has served as our vice president since June 18, 2013. Mr. Tong Yaming joined the Company on June 18, 2013 as vice president and is primarily responsible for the management of upstream suppliers of the Company. He has also served as the vice president of Zhaogang Netcom since June 2013. Prior to joining the Company, Mr. Tong Yaming was a vice president at Zhejiang Guoyuan Holdings Co., Ltd. (浙江國 遠控股有限公司) from October 2007 to June 2013, where he managed the Company’s business operations.

Mr. Tong Yaming received an EMBA through in-service postgraduate study from Sichuan Agricultural University (四川農業大學) in the PRC in January 2022.

Ms. Chen Qing , 40, has served as our vice president since November 1, 2018. Ms. Chen Qing joined the Company on February 1, 2013 and was appointed as vice president. She is in charge of the transaction service department and responsible for downstream customer management of the Company. Ms. Chen Qing has also served as the vice president of Zhaogang Netcom since November 2018. Prior to joining the Company, Ms. Chen Qing was employed by Zhejiang Guoyuan Holdings Co., Ltd. (浙江國遠控股有限公司) from March 2008 to February 2013.

Ms. Chen Qing received her bachelor’s degree in accounting from Jiaxing University (嘉興學院) in the PRC in June 2007 and an EMBA degree from Fudan University (復旦大學) in the PRC in June 2020.

Mr. Zeng Lingyu , 48, has served as our vice president since July 2019. Mr. Zeng Lingyu joined the Company in February 2014 as human resource director and was appointed as vice president in July 2019. He is primarily responsible for the management of human resources of the Company. Mr. Zeng Lingyu has also served as a vice president of Zhaogang Netcom since July 2019. Prior to joining the Company, Mr. Zeng Lingyu worked at Shanghai Honghua Education and Science Consulting Co., Ltd. (上海泓華科教諮詢有限公司) from March 2003 to March 2005, Shanghai Weixun Tianda Information Technology Co., Ltd. (上海威訊天達信息科技有限公司) from April 2005 to November 2007, Beijing Shouzheng Information Technology Co., Ltd., Shanghai Branch (北京首正

==> picture [10 x 808] intentionally omitted <==

ZG Group 67

==> picture [9 x 808] intentionally omitted <==

Directors and Senior Management

信息技術有限公司上海分公司) from December 2007 to December 2008, Shanghai Quancheng Communication Technology Co., Ltd. (上海全成通信技術有限公司) from December 2008 to April 2009, and Shanghai Yuantong Technology Co., Ltd. (上海緣通科技有限公司) from August 2009 to May 2013.

Mr. Zeng Lingyu received his bachelor’s degree in computer application from University of Electronic Science and Technology (電子科技大學) in the PRC in December 2001 and a master’s degree in project management from Shanghai Jiaotong University (上海交通大學) in the PRC in March 2010 through part-time learning.

Mr. Meng Long , 36, has served as the secretary of our Board since November 2020. Mr. Meng Long joined the Company in November 2020 in these roles and is primarily responsible for the management of capital operation and investor relationships of the Company. He has also served as the secretary of the board and assistant to the chief executive officer of Zhaogang Netcom since November 2020. Prior to joining the Company, Mr. Meng Long was the deputy director of the capital operation department and securities representative at Sundiro Holding Co., Ltd. (新大洲控股股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000571), from January 2014 to October 2016, where he managed capital operation, information disclosure, and investor relations. From November 2016 to January 2020, he served as the secretary to the board of directors and financial director of Shanghai Taidu Intelligent Technology Co., Ltd. (上海鈦度智能科技有限公司), overseeing investment, financing, capital operation, and finance management. From March 2020 to November 2020, he was the financial director of Shanghai Etong Technology Co., Ltd. (上海易同科技股份有限公司), a company delisted on the National Equities Exchange and Quotations in the PRC on February 28, 2023 (stock code: 430258), where he handled investment, financing, and financial management.

Mr. Meng Long received his bachelor’s degree in finance from Hunan University (湖南大學) in the PRC in July 2012 and a master’s degree in finance from Shanghai University of Finance and Economics (上海財經大學) in the PRC in June 2014. He holds a qualification certificate for board secretary from the Shenzhen Stock Exchange (obtained October 2014), a Certified Public Accountant (CPA) certificate from the CPA Examination Committee of the Ministry of Finance (obtained March 2020), and a Chartered Financial Analyst (CFA) certificate from the CFA Institute (obtained September 2019).

JOINT COMPANY SECRETARIES

During the Reporting Period, Mr. Meng Long and Ms. Lai Siu Kuen are our joint company secretaries. As from March 27, 2026, Mr. Meng Long and Ms. Chan Yan Lam are our joint company secretaries. See the section headed “Senior Management” in “Directors and Senior Management” for the biography of Mr. Meng Long.

Ms. Chan Yan Lam is an assistant manager of company secretarial services of Tricor Services Limited. Ms. Chan has over 7 years of experience in the corporate secretarial field and has been providing professional corporate services to Hong Kong listed companies as well as multinational, private and offshore companies. Ms. Chan is a Chartered Secretary, a Chartered Governance Professional and an associate of both The Hong Kong Chartered Governance Institute (HKCGI) and The Chartered Governance Institute (CGI) in the United Kingdom.

68 2025 ANNUAL REPORT

Corporate Governance Report

The Board is pleased to present the corporate governance report for the Company for the year ended December 31, 2025.

CORPORATE GOVERNANCE CULTURE

Our Company believes that a strong corporate governance culture is fundamental to its long-term success and sustainability as a leading digital platform in the steel industry. Our Board is committed to upholding the highest standards of integrity, compliance, and governance, ensuring effective risk management, fostering sustainable growth, and safeguarding the interests of all Shareholders.

During the Reporting Period, our Company advanced its mission to pioneer the digital transformation of steel transactions, connecting key industry participants through its comprehensive suite of B2B services, including online steel transactions, logistics, warehousing, processing, SaaS products, and big data analytics. Guided by a commitment to business ethics, our Company prioritizes the protection of customer data, privacy, and intellectual property, fostering trust and innovation. These efforts enable our Company to deliver a high-quality platform that enhances customer satisfaction.

Our Company maintains a robust governance framework characterised by transparency, accountability, and regulatory compliance, complemented by an environmental, social and governance strategy that embeds sustainable development into its core operations. In pursuit of sustainable trade, our Company partners with suppliers committed to carbon reduction, promoting shared growth through collaborative initiatives. Talent development is also a cornerstone of our Company’s culture. We support this through regular employee training, a comprehensive compensation and benefits package, and initiatives that foster a diverse, equitable, and inclusive workplace, enhancing employee well-being and engagement.

Looking ahead, our Company remains dedicated to advancing its digital platform, driving technological innovation, and enhancing service quality. With the collective efforts of our employees, senior management, and Board, we believe our Company is well-positioned to contribute meaningfully to our business partners and the broader economy.

For further details on our Company’s corporate governance and sustainability initiatives, please refer to the Environmental, Social and Governance Report, published on the Stock Exchange’s website (www.hkexnews.hk) and our investor relations website (ir.zhaogang.com).

==> picture [24 x 808] intentionally omitted <==

ZG Group 69

Corporate Governance Report

COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE

The Company and the Directors are committed to upholding and implementing the highest standards of corporate governance and recognize the importance of protecting the rights and interests of all shareholders of the Company (the “ Shareholders ”), including the rights and interests of the minority Shareholders. In light of this, the Company has established a corporate governance committee which has adopted terms of reference consistent with Code Provision D.3.1 of Appendix C1 to the Listing Rules, and Rule 8A.30 of the Listing Rules. The members of the corporate governance committee are independent non-executive Directors. The primary duties of the corporate governance committee are to ensure that the Company is operated and managed for the benefit of all Shareholders and to ensure the Company’s compliance with the Listing Rules and safeguards relating to the WVR structure of the Company.

Under the Company Articles, Shareholders, including holders of Class A ordinary shares, holding not less than one-tenth of the paid-up capital of the Company that carries the right of voting at general meetings (on a one share one vote basis) are entitled to convene an extraordinary general meeting of the Company and add resolutions to the meeting agenda. In addition, pursuant to the Shareholder communication policy, Shareholders are encouraged to put governance related matters to the Directors and the Company directly in writing.

The Group has adopted the following measures to ensure good corporate governance standards and to avoid potential conflicts of interest between the Group and the controlling shareholders (namely Mr. Wang Dong, Mr. Wang Changhui, Mr. Rao Huigang, Jeremy Global Development Limited, Kiwi Global Development Limited, Restriven Limited, Wangdong Holdings Limited, Pangmao1 Ltd, Wangchanghui Holdings Limited, Pangmao2 Ltd and Raohuigang Holdings Limited, collectively the “ Controlling Shareholders ”):

• (a) under the Company Articles, where a Shareholders’ meeting is to be held for considering proposed transactions in which the Controlling Shareholders has a material interest, the relevant Controlling Shareholders will not vote on the relevant resolutions;

• (b) the Company has established internal control mechanisms to identify connected transactions, and will comply with applicable Listing Rules upon entering into connected transactions;

• (c) the independent non-executive Directors will review, on an annual basis, whether there are any conflict of interest between the Group and the Controlling Shareholders and provide impartial and professional advice to protect the interests of the minority Shareholders;

• (d) the Controlling Shareholders will undertake to provide all information necessary, including all relevant financial, operational and market information and any other necessary information as required by the independent non-executive Directors of the Company for the purpose of their annual review;

• (e) the Company will disclose decisions on matters reviewed by the independent non-executive Directors either in its annual reports or by way of announcements as required by the Listing Rules;

• (f) where the Directors reasonably request the advice of independent professionals, such as financial advisors, the appointment of such independent professionals will be made at the Company’s expense;

==> picture [10 x 808] intentionally omitted <==

70 2025 ANNUAL REPORT

Corporate Governance Report

• (g) the Company has appointed a compliance adviser, namely Altus Capital Limited, on a permanent basis, to provide advice and guidance to the Group in respect of compliance with the applicable laws and regulations, as well as the Listing Rules, including various requirements relating to corporate governance; and

• (h) the Company has established its Audit Committee, Remuneration Committee, Nomination Committee and Corporate Governance Committee with written terms of reference in compliance with the Listing Rules and the Corporate Governance Code and the Corporate Governance Report in Appendix C1 to the Listing Rules and Chapter 8A to the Listing Rules. All members of the audit committee and the corporate governance committee, including the chairman, are independent non-executive Directors.

Based on the above, during the Reporting Period, the Directors are satisfied that sufficient corporate governance measures have been put in place to manage conflicts of interest that may arise between the Group and the Controlling Shareholders, and to protect the minority Company Shareholders’ interests. During the Reporting Period, the Company has complied with all applicable code provisions set out in the “Corporate Governance Code” contained in Part 2 of Appendix C1 to the Listing Rules as at June 30, 2025*, save for the deviation set out below.

Code Provision C.2.1 of the Corporate Governance Code

Pursuant to code provision C.2.1 of the Corporate Governance Code, the roles of chairman and chief executive should be separate and should not be performed by the same individual.

In view of Mr. Wang Dong’s experience, personal profile and his roles in the Company and that Mr. Wang Dong has assumed the role of chief executive officer of the Company since its commencement of business, the Board considers it beneficial to the business prospect and operational efficiency of the Company that upon the completion of the De-SPAC Transaction, Mr. Wang Dong acts as the chairman of the Board and continues to act as the chief executive officer of the Company. While this will constitute a deviation from Code Provision C.2.1 of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules, the Board believes that this structure will not impair the balance of power and authority between the Board and the management of the Company, given that: (i) decision to be made by the Board requires approval by at least a majority of the Directors; (ii) Mr. Wang Dong and the other Directors are aware of and undertake to fulfil their fiduciary duties as Directors, which require, among other things, that he acts for the benefit and in the best interests of the Company and will make decisions for the Company accordingly; and (iii) the balance of power and authority is ensured by the operations of the Board which comprises experienced and high caliber individuals who meet regularly to discuss issues affecting the operations of the Company. Moreover, the overall strategic and other key business, financial, and operational policies of the Company are made collectively after thorough discussion at both board and senior management levels. The Board will continue to review the effectiveness of the corporate governance structure of the Company in order to assess whether separation of the roles of chairman of the Board and chief executive officer is necessary.

• The amendments to the Corporate Governance Code effective on July 1, 2025 will apply to the corporate governance reports and annual reports of the Company for financial years commencing on or after July 1, 2025.

==> picture [10 x 808] intentionally omitted <==

ZG Group 71

==> picture [9 x 808] intentionally omitted <==

Corporate Governance Report

COMPLIANCE WITH THE MODEL CODE

The Company has adopted its own code (the “ Company’s Code ”), with terms no less exacting than that of the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules, as its own securities dealing code to regulate all dealings by Directors and relevant employees in the securities of the Company.

Specific enquiry has been made of all the Directors and they have confirmed that they have complied with the Company’s Code during the period during the Reporting Period and up to the Latest Practicable Date.

BOARD COMPOSITION

During the Reporting Period and up to the Latest Practicable Date, the composition of the Board comprised the following Directors:

Directors

Executive Directors

Mr. Wang Dong (Chairman and chief executive officer) Mr. Wang Changhui Ms. Gong Yingxin Ms. Zhou Min

Non-executive Directors

Mr. Ye Qian

Mr. Jiang Rongfeng (Resigned with effect from August 27, 2025)

Mr. Sun Qingdong (Appointed with effect from August 27, 2025)

Independent non-executive Directors

Mr. Wang Xiang (chairman of the Nomination Committee and the Remuneration Committee)

Mr. Chen Yin (chairman of the Corporate Governance Committee)

Mr. Wang Weisong (chairman of the Audit Committee)

In compliance with Rule 3.09D of the Listing Rules, Mr. Sun Qingdong had obtained the legal advice referred to in Rule 3.09D of the Listing Rules on August 12, 2025, and he has confirmed that he understood his obligations as a Director.

The biographical information of the Directors is disclosed under the section headed “Directors and Senior Management” on pages 63 to 67 of this annual report.

Save as set out in this annual report, there are no other material/relevant relationships (including financial, business, family) between members of the Board.

72 2025 ANNUAL REPORT

Corporate Governance Report

BOARD MEETINGS

Code Provision C.5.1 of the Corporate Governance Code stipulates that the board should meet regularly and board meetings should be held at least four times a year at approximately quarterly intervals. The Board meeting will involve active participation of a majority of Directors. Schedules for regular Board meetings are normally agreed with Directors in advance to facilitate their attendance. At least 14 days’ notice for all regular Board meetings will be given to all Directors and all Directors are given the opportunity to include items or businesses for discussion in the agenda. For all other Board meetings, reasonable notice will be given. Relevant agenda and accompanying meeting papers will be sent to all Directors in a timely manner and at least three days in advance of every regular Board meeting.

Apart from regular Board meetings, the chairman of the Board will also hold meetings with the independent non-executive Directors without the presence of other Directors.

The attendance record of the Directors at Board meetings and general meetings during the Reporting Period is set out as follows:

			ATTENDANCE/
		ATTENDANCE/	NUMBER OF
		NUMBER OF BOARD	GENERAL MEETING(S)
		MEETING(S) HELD	HELD DURING
		DURING HIS/HER	HIS/HER TERM
		TERM OF OFFICE	OF OFFICE
NAME OF DIRECTOR	POSITION	(Note)	(Note)
Mr. Wang Dong	Executive Director	7/7	1/1
Mr. Wang Changhui	Executive Director	7/7	1/1
Ms. Gong Yingxin	Executive Director	7/7	1/1
Ms. Zhou Min	Executive Director	7/7	1/1
Mr. Ye Qian	Non-executive Director	7/7	1/1
Mr. Jiang Rongfeng	Non-executive Director	2/2	1/1
(Resigned with effect from
August 27, 2025)
Mr. Sun Qingdong	Non-executive Director	5/5	0/0
(Appointed with effect
from August 27, 2025)
Mr. Wang Xiang	Independent non-executive	7/7	1/1
	Director
Mr. Chen Yin	Independent non-executive	6/7	1/1
	Director
Mr. Wang Weisong	Independent non-executive	7/7	1/1
	Director

Note: The number of meetings held is equivalent to the number of meetings held after the Director has been appointed.

==> picture [10 x 808] intentionally omitted <==

ZG Group 73

==> picture [9 x 808] intentionally omitted <==

Corporate Governance Report

INDEPENDENT NON-EXECUTIVE DIRECTORS

The Company has received from each of the independent non-executive Directors a confirmation of independence pursuant to Rule 3.13 of the Listing Rules and considers each of the independent non-executive Directors to be independent.

During the Reporting Period and up to the Latest Practicable Date, the Board had at all times met the requirements of the Listing Rules relating to the appointment of at least three independent non-executive Directors, representing one-third of the Board with one of whom possessing appropriate professional qualifications or accounting or related financial management expertise.

APPOINTMENT AND RE-ELECTION OF DIRECTORS

Paragraph 4(2) of Appendix A1 to the Listing Rules stipulates that all directors appointed to fill a casual vacancy shall hold office only until the first general meeting after appointment and subject to re-election by shareholders, and Code Provision B.2.2 of the Corporate Governance Code states that every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.

The non-executive Directors (including independent non-executive Directors) are appointed for a specific term of three years, subject to renewal after the expiry of the then current term.

Under the Company Articles, the Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Company Articles as the maximum number of Directors. Any Director so appointed shall hold office only until the first annual general meeting of the Company after such Director’s appointment and shall then be eligible for re-election at that meeting.

Under the Company Articles, at every annual general meeting of the Company, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to, but not less than, one-third, shall retire from office by rotation, provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election at such meeting. The Company at any annual general meeting at which any Directors retire may fill the vacated office by electing a like number of persons to be Directors.

74 2025 ANNUAL REPORT

Corporate Governance Report

RESPONSIBILITIES, ACCOUNTABILITIES AND CONTRIBUTIONS OF THE BOARD AND MANAGEMENT

The Board is the primary decision-making body of the Company and is responsible for overseeing the Group’s businesses, strategic decisions and performance and is collectively responsible for promoting the success of the Company by directing and supervising its affairs. The Board makes decisions objectively in the interests of the Company. All Directors, including independent non-executive Directors, have brought a wide spectrum of valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning. In particular, the role of an independent non-executive Director of a listed issuer with a WVR structure includes but is not limited to the functions described in Code Provisions C.1.2, C.1.6 and C.1.7 of the Corporate Governance Code. The Group’s senior management is responsible for the day-to-day management of the Group’s business and is responsible for overseeing the general operation, business development, finance, marketing, and operations.

Liability insurance for the Directors and senior management officers of the Company has been maintained by the Company with coverage for any legal liabilities which may arise in the course of performing their duties.

The Board reserves for its decision all major matters relating to policy matters, strategies and budgets, internal control and risk management, material transactions (in particular those that may involve conflict of interests), financial information, appointment of directors and other significant operational matters of the Company. Responsibilities relating to implementing decisions of the Board, directing and coordinating the daily operation and management of the Company are delegated to the management.

BOARD COMMITTEES

The Board has established four committees, namely, the Audit Committee, Remuneration Committee, Nomination Committee and Corporate Governance Committee, for overseeing particular aspects of the Company’s affairs. Each of these committees is established with defined written terms of reference (the charter). The terms of reference (the charter) of the Board committees are available on the Company’s investor relations website and the Stock Exchange’s website.

Audit Committee

The Company has established an Audit Committee in compliance with Rule 3.21 of the Listing Rules and paragraph D.3.3 of the Corporate Governance Code as set forth in Appendix C1 to the Listing Rules. The Audit Committee comprises one non-executive Director and two independent non-executive Directors, namely Mr. Sun Qingdong, Mr. Chen Yin and Mr. Wang Weisong. Mr. Wang Weisong is the chairman of the Audit Committee and possesses the appropriate qualifications or accounting or related financial management expertise as required under Rules 3.10(2) and 3.21 of the Listing Rules.

The primary duties of the Audit Committee include (i) reviewing and supervising the effectiveness of the Company’s financial reporting, risk management and internal control systems; (ii) reviewing the Company’s financial information; (iii) considering issues relating to external auditors and their appointment; (iv) reviewing and monitoring the Company’s environmental, social responsibility, and corporate governance policies and practices; (v) reviewing and approving connected transactions; and (vi) other duties and responsibilities as assigned by the Board.

==> picture [10 x 808] intentionally omitted <==

ZG Group 75

==> picture [9 x 808] intentionally omitted <==

Corporate Governance Report

The Audit Committee held three meetings during the Reporting Period, in which it reviewed and approved the annual results for the year ended December 31, 2024 and the interim results for the six months ended June 30, 2025 through audit committee resolutions and met with the independent auditor, who audited the statements. The Audit Committee also discussed with the Company’s senior management matters related to the accounting policies and practices, internal control, financial reporting policies, the 2025 audit plan, as well as interim and pre-audit review findings.

The attendance record of the Audit Committee members during the Reporting Period is set out as follows:

	ATTENDANCE/NUMBER OF MEETINGS
Members of the Audit Committee	HELD DURING HIS TERM OF OFFICE
Mr. Wang Weisong (Chairman)	3/3
Mr. Chen Yin	2/3
Mr. Jiang Rongfeng (Resigned with effect from
August 27, 2025))	1/3
Mr. Sun Qingdong (Appointed with effect from
August 27, 2025)	2/3

Remuneration Committee

The Company has established a Remuneration Committee with written terms of reference in compliance with Rule 3.25 of the Listing Rules and paragraph E.1.2 of the Corporate Governance Code. The Remuneration Committee comprises one non-executive Director and two independent non-executive Directors, namely Mr. Ye Qian, Mr. Wang Xiang and Mr. Chen Yin. Mr. Wang Xiang is the chairman of the Remuneration Committee.

The primary duties of the Remuneration Committee include: (i) establishing, reviewing and advising the Board on the policy and structure of remuneration to the Directors and senior management officers; (ii) establishing a formal and transparent procedure for developing policies concerning such remuneration; (iii) determining the terms and specific remuneration packages of all Directors and senior management officers; (iv) reviewing and approving performance-based remuneration by reference to corporate goals and objectives resolved by the Board from time to time; and (v) reviewing and/or approving matters relating to share schemes under Chapter 17 of the Listing Rules.

During the Reporting Period, the Remuneration Committee held two meetings, in which it reviewed and approved, among others, the service contract and remuneration package of Directors and senior management.

The attendance record of the Remuneration Committee members during the Reporting Period is set out as follows:

	ATTENDANCE/NUMBER OF MEETINGS
Members of the Remuneration Committee	HELD DURING HIS TERM OF OFFICE
Mr. Wang Xiang (Chairman)	2/2
Mr. Chen Yin	1/2
Mr. Ye Qian	2/2

76 2025 ANNUAL REPORT

Corporate Governance Report

Details of the remuneration payable to each Director for the Reporting Period are set out in Note 12 to the consolidated financial statements.

During the Reporting Period, pursuant to Code Provision E.1.5 of the Corporate Governance Code, the remuneration by band of the senior management of the Company (excluding executive Directors), whose biographies are set out in the section headed “Directors and Senior Management” of this annual report is set out below:

Remuneration bands (RMB)	Number of Persons
1 – 1,000,000	1
1,000,001 – 2,000,000	3
3,000,001 – 4,000,000	1
Total	5

Nomination Committee

The Company has established a Nomination Committee in compliance with Rules 3.27A, 8A.27 and 8A.28 of the Listing Rules and paragraph B.3.1 of the Corporate Governance Code. The Nomination Committee comprises one executive Director and two independent non-executive Directors, namely Ms. Gong Yingxin, Mr. Wang Xiang and Mr. Wang Weisong. Mr. Wang Xiang, our independent non-executive Director, is the chairman of the Nomination Committee.

The primary duties of the Nomination Committee include: (i) reviewing the structure, diversity, size and composition of the Board on a regular basis, assisting the Board in maintaining a board skills matrix, and making recommendations regarding any proposed changes to its composition; (ii) identifying, selecting or making recommendations to the Board on the selection of nominees for directorship; (iii) ensuring the diversity of the Board; (iv) assessing the independence of the Company’s independent non-executive Directors; (v) making recommendations to the Board regarding the appointment, re-appointment, removal and succession of the Directors; and (vi) supporting the Company’s regular evaluation of the Board’s performance, and assessing each Director’s time commitment and contribution to the Board annually.

During the Reporting Period, the Nomination Committee held two meetings, in which it review the structure, size and composition of the Board and the independence of the independent non-executive Directors, the board diversity policy, the time and contribution required from Directors and its own performance, terms of reference and composition. The Nomination Committee also discussed and reviewed the nomination of the new nonexecutive Director appointed during the Reporting Period.

==> picture [10 x 808] intentionally omitted <==

ZG Group 77

==> picture [9 x 808] intentionally omitted <==

Corporate Governance Report

The attendance record of the Nomination Committee members during the Reporting Period is set out as follows:

	ATTENDANCE/NUMBER OF MEETINGS
Members of the Nomination Committee	HELD DURING HIS/HER TERM OF OFFICE
Mr. Wang Xiang (Chairman)	2/2
Mr. Wang Weisong	2/2
Ms. Gong Yingxin	2/2

Corporate Governance Committee

The Company has established a Corporate Governance Committee in compliance with the Corporate Governance Code and Chapter 8A of the Listing Rules. The Corporate Governance Committee comprises three independent non-executive Directors, namely Mr. Chen Yin, Mr. Wang Weisong and Mr. Wang Xiang. Mr. Chen Yin is the chairman of the Corporate Governance Committee.

The Corporate Governance Committee is required to confirm to the Board that it is of the view that the Company has adopted sufficient corporate governance measures to manage the potential conflict of interest between the Group and the beneficiaries of weighted voting rights in order to ensure that the operations and management of the Company are in the interests of the Shareholders as a whole indiscriminately. In accordance with Rule 8A.30 of the Listing Rules and the Corporate Governance Code, the primary duties of the Corporate Governance Committee include:

• a. to develop, review and assess the adequacy of the Company’s policies and practices on corporate governance and make recommendations to the Board;

• b. to review and monitor the training and continuous professional development of Directors and senior management of the Company;

• c. to review and monitor the Company’s policies and practices on compliance with legal and regulatory requirements;

• d. to develop, review and monitor the code of conduct and compliance manual (if any) applicable to Directors and employees;

• e. to review the Company’s compliance with the Corporate Governance Code and disclosure in the Corporate Governance Report;

• f. to review and monitor whether the Company is operated and managed for the benefit of all its shareholders;

• g. to confirm, on an annual basis, that the beneficiaries of weighted voting rights have been members of the Board throughout the year and that no matters under Rule 8A.17 of the Listing Rules have occurred during the relevant financial year;

• h. to confirm, on an annual basis, whether or not the beneficiaries of weighted voting rights have complied with Rules 8A.14, 8A.15, 8A.18 and 8A.24 of the Listing Rules throughout the year;

78 2025 ANNUAL REPORT

Corporate Governance Report

• i. to review and monitor the management of conflicts of interests and make a recommendation to the Board on any matter where there is a potential conflict of interest between the Company, a subsidiary of the Company and/or shareholders of the Company (considered as a group) on one hand and any beneficiary of weighted voting rights on the other;

• j. to review and monitor all risks related to the Company’s weighted voting rights structure, including connected transactions between the Company and/or a subsidiary of the Company on one hand and any beneficiary of weighted voting rights on the other and make a recommendation to the Board on any such transaction;

• k. to make a recommendation to the Board as to the appointment or removal of the compliance advisor;

• l. to seek to ensure effective and on-going communication between the Company and its shareholders, particularly with regards to the requirements of Rule 8A.35 of the Listing Rules;

• m. to report on the work of the Corporate Governance Committee on at least a half-yearly and annual basis covering all areas of the Terms of Reference; and

• n. to disclose, on a comply or explain basis, its recommendations to the Board in respect of the matters in sub-paragraphs (i) to (k) above in the report referred to in sub-paragraph (m) above.

During the Reporting Period, the Corporate Governance Committee held two meetings, in which it discussed and reviewed the effectiveness of corporate governance or compliance affairs and practices of the Company.

The attendance record of the Corporate Governance Committee members during the Reporting Period is set out as follows:

Members of the Corporate	ATTENDANCE/NUMBER OF MEETINGS
Governance Committee	HELD DURING HIS TERMOF OFFICE
Mr. Chen Yin (Chairman)	2/2
Mr. Wang Xiang	2/2
Mr. Wang Weisong	2/2

The Corporate Governance Committee confirms that, except as otherwise disclosed in this annual report, it is not aware of any significant subsequent events that have occurred between the end of the Reporting Period and the date of publication of this annual report.

==> picture [10 x 808] intentionally omitted <==

ZG Group 79

==> picture [9 x 808] intentionally omitted <==

Corporate Governance Report

BOARD DIVERSITY POLICY

The Board has adopted a board diversity policy (the “ Board Diversity Policy ”) which sets out the approach to achieve diversity on the Board. The Company recognizes and embraces the benefits of having a diverse Board and sees increasing diversity at the board level as an essential element in supporting the attainment of the Company’s strategic objectives and sustainable development. The Company seeks to achieve board diversity through the consideration of a number of factors, including but not limited to talent, skills, gender, age, cultural and educational background, ethnicity, professional experience, independence, knowledge and length of service. The Company will select potential board candidates based on merit and his/her potential contribution to the Board while taking into consideration the Company’s own business model and specific needs from time to time. All Board appointments will be based on meritocracy and candidates will be considered against objective criteria, having due regard to the benefits of diversity on the Board.

The Board has a balanced mix of knowledge, skills and experience, including but not limited to operation, management, financial investment, administrative management, economics, electrical technology and marketing. They completed studies in various majors including but not limited to accounting, industrial and construction, physics, management and engineering. The Company has three independent non-executive Directors who have different industry backgrounds, including but not limited to accounting and auditing, management, industrial and construction. Furthermore, the Directors are of a wide range of age, from 37 to 66 years old. Taking into account the Company’s business model and specific needs as well as the presence of two female Directors out of a total of nine Board members (representing approximately 22.2%), the Company considers that the composition of the Board satisfies the Board Diversity Policy.

The Company recognizes the particular importance of gender diversity on the Board. The Company has taken and will continue to take steps to promote and enhance gender diversity at all levels of the Company, including but not limited to the board and senior management levels. The Board Diversity Policy provides that the Board shall take opportunities when selecting and making recommendations on suitable candidates for Board appointments with the aim of increasing the proportion of female members over time. The Company will also ensure that there is gender diversity when recruiting staff at the middle to senior levels so that the Company has a pipeline of female senior management and potential successors to the Board going forward. It is the Company’s objective to maintain an appropriate balance of gender diversity with reference to the stakeholders’ expectations and international and local recommended best practices.

80 2025 ANNUAL REPORT

Corporate Governance Report

GENDER DIVERSITY

As at December 31, 2025, the Group had 1,321 employees, of which approximately 60.7% were male and approximately 39.3% were female. The Board considers the current gender diversity across its employees to be satisfactory and targets to maintain the current gender ratio. The Company has been taking, and will continue to take steps to promote gender diversity across the workforce.

We value gender equality and diversity, and we have taken initiatives to broaden the impact of female workers, empower and encourage them to share their perspectives. We believe that diversity, including but not limited to gender diversity, is important to us in thriving in the business environment. We are on a continuous journey to improve well-being of everyone working with and for us. We foster inclusion and equality among employees from all backgrounds, regardless of religion, age, gender, disability, citizenship status and parental status, among others. We focus on embracing diversity within our Company and equal and respectful treatment of all of our employees, including those with disabilities. We offered people with disabilities employment training and job opportunities, and we plan to continue to roll out more measures to carry out our commitment to supporting people with diverse backgrounds.

The Nomination Committee is responsible for ensuring the diversity of the Board members. The Company shall regularly review the Board Diversity Policy and its implementation, including its continued effectiveness, and considers that an appropriate balance has been achieved among the Board members in terms of skills, experience, and perspectives.

BOARD INDEPENDENCE EVALUATION

The Company has established a board independence evaluation mechanism (the “ Board Independence Evaluation Mechanism ”) which sets out the processes and procedures to ensure a strong independent element on the Board, which allows the Board effectively exercises independent judgment to better safeguard Shareholders’ interests.

The objectives of the evaluation are to improve Board effectiveness, maximise strengths, and identify the areas that need improvement or further development. The evaluation process also clarifies what actions of the Company need to be taken to maintain and improve the Board performance, for instance, addressing individual training and development needs of each Director.

Pursuant to the Board Independence Evaluation Mechanism, the Board will conduct annual review on its independence. The Board Independence Evaluation Report will be presented to the Board which will collectively discuss the results and the action plan for improvement, if appropriate.

During the year ended 31 December 2025, the Board reviewed the implementation and effectiveness of the Board Independence Evaluation Mechanism and the results were satisfactory.

==> picture [10 x 808] intentionally omitted <==

ZG Group 81

==> picture [9 x 808] intentionally omitted <==

Corporate Governance Report

DIVIDEND POLICY

Currently, the Company does not have a formal dividend policy or a fixed dividend payout ratio. Any future determination of the Company to pay dividends will be made at the discretion of its directors and may be based on a number of factors, including its future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the directors may deem relevant. As advised by the Company’s Cayman Islands legal counsel, under Cayman Islands law, a position of accumulated losses and net liabilities does not necessarily restrict the Company from declaring and paying dividends to the shareholders out of either the Group’s profit or its share premium account, provided this would not result in the Company being unable to pay its debts as they fall due in the ordinary course of business. You should not make your investment decision with the expectation of receiving cash dividends. The Company did not declare or pay any dividends on its Shares during the Reporting Period, and it does not anticipate paying any cash dividends in the foreseeable future.

The company is a holding company incorporated under the laws of the Cayman Islands. As a result, the payment and amount of any future dividend will also depend on the availability of dividends received from its subsidiaries. PRC laws require that dividends be paid only out of the profit for the year calculated according to PRC accounting principles, which differ in many aspects from the generally accepted accounting principles in other jurisdictions, including IFRS. PRC laws also require a foreign-invested enterprise to set aside at least 10% of its after-tax profits, if any, to fund its statutory reserves, which are not available for distribution as cash dividends. Distributions from the Company and its subsidiaries may also become subject to any restrictive covenants in bank credit facilities, convertible bond instruments or other agreements that the Company or its subsidiaries may enter into in the future.

RISK MANAGEMENT AND INTERNAL CONTROL

The Board acknowledges its responsibility for the risk management and internal control systems and for reviewing their effectiveness. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss.

We are dedicated to the establishment and maintenance of a robust risk management and internal control system. We have adopted and implemented risk management policies and corporate governance measures to identify, assess, evaluate and monitor key risks associated with our strategic objectives on an on-going basis. These risk management policies and internal control measures cover various aspects of our business operations, including supply chain management, financial control, information system and data security, human resources, and anti-corruption.

The main features of the risk management and internal control systems of the Group are to provide a clear governance structure, policies and procedures, as well as reporting mechanism to facilitate the Group to manage its risks across its business operations. The Group has established a risk management framework comprising the Board, the Audit Committee, the internal control and compliance department and the risk management department. Senior management of the Company identifies potential risks by collecting and analysing both internal and external information, and develops and updates risk handling mechanisms on a timely basis. In addition to the annual review conducted as part of the Group’s audit process, the management of each business segment regularly evaluates risks arising in the course of its business operations and reports such risks to the risk management department. This reporting process enables the Group to respond to potential risks in a timely and appropriate manner.

82 2025 ANNUAL REPORT

Corporate Governance Report

The Company has established an internal audit function through its Internal Control and Compliance Department, which operates under the leadership of the Audit Committee and reports directly to it. This department conducts independent and objective audits to supervise and evaluate the authenticity, legality, and effectiveness of the Company’s operations and internal controls. The internal audit function assists the Board and management in evaluating and improving the effectiveness and efficiency of corporate governance, risk management, and internal control processes. It also identifies deficiencies in internal control systems, provides improvement recommendations, and ensures the sustained effectiveness of these systems.

The Board, supported by the internal control and compliance department, is responsible for supervising the operations of our business and managing the overall risks of the Company. It is tasked with considering, reviewing, and approving significant business decisions involving material risk exposures. The Board monitors the ongoing implementation of our risk management policies and corporate governance measures. The risk management and internal control systems are reviewed at least annually by the Board, with additional reviews conducted as needed based on audit findings or significant changes in the business environment. The internal control and compliance department submits reports to the Audit Committee at least quarterly, detailing the execution of the internal audit plan, significant issues identified, and proposed solutions.

During the Reporting Period, our Board reviewed the Company’s risk management and internal control systems and considers them effective and adequate.

Financial Reporting Risk Management

We have in place a set of accounting policies in connection with our financial reporting risk management, such as financial report management policies, budget management policies, financial statements preparation policies and financial department and staff management policies. We have various procedures in place to implement accounting policies, and our financial department reviews our management accounts based on such procedures. We also provide regular training to our financial department staff to ensure that they understand our accounting policies.

Information System Risk Management

Sufficient maintenance, storage and protection of user data and other related information is critical to our success. We have implemented relevant internal procedures and controls to ensure that user data is protected and to prevent leakage and loss of such data. During the Reporting Period, we did not experience any material information leakage or loss of user data. Our technology department is responsible for ensuring that the usage, maintenance and protection of data are in compliance with our internal rules and applicable laws and regulations. We provide regular training to our information technology team and discuss key issues or updates on a timely basis.

Human Resources Risk Management

We provide regular and specialized training tailored to the needs of our employees in different departments. We regularly organize internal training sessions conducted by senior employees or outside consultants on topics of interest of our employees. Through these trainings, we ensure that our staff’s skill sets remain up-to-date and enable them to discover and meet our buyers’ needs.

==> picture [10 x 808] intentionally omitted <==

ZG Group 83

==> picture [9 x 808] intentionally omitted <==

Corporate Governance Report

We have in place an employee handbook approved by our management and distributed to all our employees, which contains internal rules and guidelines regarding best commercial practices, work ethics, fraud prevention mechanisms, negligence and corruption. We provide employees with regular trainings and resources to explain the guidelines contained in the employee handbook.

Internal Control on Anti-Money Laundering and Anti-Corruption

To protect our reputation and integrity, we have implemented an anti-bribery, anti-money laundering and anti-corruption policy to prohibit any form of fraud or corruption by our service providers or employees during our business operations. Our service providers must comply with all the applicable laws and regulations relating to the procurement transactions in relevant countries or regions and our anti-bribery. We further require our service providers to sign a letter of commitment to comply with anti-money laundering and anti-corruption laws (the “ Letter of Commitment ”), through which they commit in writing not to engage in non-compliances, fraud, money laundering, corruption or bribery during the course of business. The Letter of Commitment prohibits our service providers from offering our employees or their family members any improper benefits, including cash or cash equivalents, lavish entertainment and meals or any other benefits. In addition, where our employees request any bribery explicitly or implicitly, our service providers must refuse such requests and report to us.

We also have put in place an anti-corruption policy to safeguard against any corruption within us. The policy contains potential corruption conducts and our anti-corruption measures. A whistleblower mechanism has also been established for employees of the Company and those who deal with the Company to raise concerns, in confidence and anonymity, with the internal control and compliance department, about possible improprieties in any matters related to the Company. We make our internal reporting channel open and available to our staff to report any acts of corruption, and our staff can also make anonymous reports to our internal audit department. Our internal audit department is responsible for investigating reported incidents and taking appropriate measures. We also have an employee code of conduct in place, which contains internal rules and guidelines regarding basic working rules, work ethics, confidentiality, negligence, anti-bribery and anticorruption. We provide our employees with regular training and resources to explain the guidelines contained in the employee code of conduct.

Framework of Disclosure of Inside Information

The Board is responsible for the handling and dissemination of inside information. The Company has implemented policies and internal control procedures for the handling and disclosure of inside information to ensure potential inside information is being identified and confidentiality of such information is being maintained until timely disclosure is made in accordance with the Listing Rules and the SFO.

DIRECTOR NOMINATION POLICY

The Board has delegated its responsibilities and authority for selection and appointment of Directors to the Nomination Committee.

In accordance with paragraph J(a) of Part 1 of the Corporate Governance Code, the Company has adopted a director nomination policy (the “ Director Nomination Policy ”) which sets out the selection criteria and nomination process and the Board succession planning considerations in relation to nomination and appointment of Directors of the Company and aims to ensure that the Board has a balance of skills, experience and diversity of perspectives appropriate to the Company and the continuity of the Board and appropriate leadership at Board level.

84 2025 ANNUAL REPORT

Corporate Governance Report

The nomination process set out in the Director Nomination Policy is as follows:

Appointment of New Director

• (i) The Nomination Committee and/or the Board may select candidates for directorship from various channels, including but not limited to internal promotion, re-designation, referral by other member of the management and external recruitment agents.

• (ii) The Nomination Committee and/or the Board should, upon receipt of the proposal on appointment of new Director and the biographical information (or relevant details) of the candidate, evaluate such candidate based on the criteria as set out above to determine whether such candidate is qualified for directorship.

• (iii) If the process yields one or more desirable candidates, the Nomination Committee and/or the Board should rank them by order of preference based on the needs of the Company and reference check of each candidate (where applicable).

• (iv) The Nomination Committee should then recommend to the Board to appoint the appropriate candidate for directorship, as applicable.

• (v) For any person that is nominated by a Shareholder for election as a Director at the general meeting of the Company, the Nomination Committee and/or the Board should evaluate such candidate based on the criteria as set out above to determine whether such candidate is qualified for directorship.

Where appropriate, the Nomination Committee and/or the Board should make recommendation to Shareholders in respect of the proposed election of Director at the general meeting.

Re-election of Director at General Meeting

• (i) The Nomination Committee and/or the Board should review the overall contribution and service to the Company of the retiring Director and the level of participation and performance on the Board.

• (ii) The Nomination Committee and/or the Board should also review and determine whether the retiring Director continues to meet the criteria as set out above.

• (iii) The Nomination Committee and/or the Board should then make recommendation to Shareholders in respect of the proposed re-election of Director at the general meeting.

Where the Board proposes a resolution to elect or re-elect a candidate as Director at the general meeting, the relevant information of the candidate will be disclosed in the circular to Shareholders and/or explanatory statement accompanying the notice of the relevant general meeting in accordance with the Listing Rules and/or applicable laws and regulations.

==> picture [10 x 808] intentionally omitted <==

ZG Group 85

==> picture [9 x 808] intentionally omitted <==

Corporate Governance Report

The Director Nomination Policy sets out the criteria for assessing the suitability and the potential contribution to the Board of a proposed candidate, including but not limited to the following:

• Character and integrity;

• Qualifications including professional qualifications, skills, knowledge and experience that are relevant to the Company’s business and corporate strategy;

• Diversity in all aspects, including but not limited to gender, age (18 years or above), cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service;

• Requirements of independent non-executive Directors on the Board and independence of the proposed independent non-executive Directors in accordance with the Listing Rules; and

• Commitment in respect of available time and relevant interest to discharge duties as a member of the Board and/or Board committee(s) of the Company.

During the Reporting Period, Mr. Jiang Rongfeng resigned as non-executive Director and a member of the Audit Committee of the Company with effect from August 27, 2025, due to change in his work arrangements. Mr. Sun Qingdong was appointed as a non-executive Director and a member of the Audit Committee with effect from August 27, 2025.

The Nomination Committee will review the Director Nomination Policy, as appropriate, to ensure its effectiveness.

CONTINUOUS PROFESSIONAL DEVELOPMENT OF DIRECTORS

Directors shall keep abreast of regulatory developments and changes in order to effectively perform their responsibilities and to ensure that their contribution to the Board remains informed and relevant.

Pursuant to Code Provision C.1.4 of the Corporate Governance Code, all Directors should participate in continuous professional development to develop and refresh their knowledge and skills.

Directors are constantly provided with updates on the Company’s performance, position and prospects to enable the Board as a whole and each director to discharge their duties.

Continuing education and information are provided to the Directors regularly to ensure that the Directors are appraised of the latest changes in the commercial, legal and regulatory environment in which the Group conducts its business.

86 2025 ANNUAL REPORT

Corporate Governance Report

Based on the training records provided to the Company, the Directors have participated in the following training during the Reporting Period:

		Attending expert briefing/	Attending expert briefing/	Attending expert briefing/
	Reading regulatory	seminars/conference
	updates/attending in	relevant to the business/
NAME DIRECTOR	house briefing		directors’ duties
Mr. Wang Dong				
Mr. Wang Changhui				
Ms. Gong Yingxin				
Ms. Zhou Min				
Mr. Ye Qian				
Mr. Jiang Rongfeng (Resigned with effect
from August 27, 2025)				
Mr. Sun Qingdong (Appointed with effect
from August 27, 2025)				
Mr. Wang Xiang				
Mr. Chen Yin				
Mr. Wang Weisong				

DIRECTORS’ RESPONSIBILITY IN RESPECT OF THE FINANCIAL STATEMENTS

The Directors acknowledge their responsibility for preparing the financial statements of the Company for the year ended December 31, 2025. The Directors are not aware of any material uncertainties relating to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.

JOINT COMPANY SECRETARIES

During the Reporting Period, Mr. Meng Long and Ms. Lai Siu Kuen are the joint company secretaries. Ms. Lai Siu Kuen is an external secretarial service provider. Mr. Meng Long is Ms. Lai Siu Kuen’s primary corporate contact person at the Company who works and communicates with Ms. Lai Siu Kuen on the Company’s corporate governance, secretarial and administrative matters. As from March 27, 2026, Mr. Meng Long and Ms. Chan Yan Lam are our joint company secretaries. Ms. Chan Yan Lam will take over the responsibilities in place of Ms. Lai Siu Kuen as from March 27, 2026.

During the Reporting Period, each of Mr. Meng Long and Ms. Lai Siu Kuen has taken not less than 15 hours of relevant professional training in compliance with Rule 3.29 of the Listing Rules.

AUDITOR’S SCOPE OF WORK

The Auditor’s statement in respect of their reporting responsibilities is set out in the “Independent Auditor’s Report” of this annual report.

==> picture [10 x 808] intentionally omitted <==

ZG Group 87

==> picture [9 x 808] intentionally omitted <==

Corporate Governance Report

AUDITOR’S REMUNERATION

A breakdown of the remuneration in respect of interim review, audit and non-audit services provided by the Auditor to the Company for the year ended December 31, 2025 is set out below:

Service Category	Fees (RMB’000)
－Interim review of the Company related to interim report	1,405
－Auditor of the Company related to annual report	4,699
－Non-audit services	270
Total	6,374

SHAREHOLDERS’ RIGHTS

To safeguard Shareholders’ interests and rights, a separate resolution is proposed for each substantially separate issue at general meetings, including the election of individual Directors. All resolutions put forward at general meetings will be voted on by poll pursuant to the Listing Rules and poll results will be posted on the Company’s investor relations website and the Stock Exchange’s website after each general meeting.

CONVENING AN EXTRAORDINARY GENERAL MEETING AND PUTTING FORWARD PROPOSALS AT GENERAL MEETINGS

Pursuant to the Company Articles, the Directors may call general meetings, and they shall, on a members’ requisition, forthwith proceed to convene an extraordinary general meeting of the Company. A members’ requisition is a requisition of one or more members holding, at the date of deposit of the requisition, not less than 10% of the voting rights (on a one vote per share basis) of the issued Shares which, as at that date, carry the right to vote at general meetings of the Company. The members’ requisition must state the objects of the meeting and the resolutions to be added to the agenda, and must be signed by the requisitionists and deposited at the principal office of the Company in Hong Kong or, in the event the Company ceases to have such a principal office, the registered office of the Company. The requisition may consist of several documents in like form, each signed by one or more requisitionists. If there are no Directors as at the date of the deposit of the members’ requisition, or if the Directors do not within 21 days from the date of the deposit of the members’ requisition duly proceed to convene a general meeting to be held within a further 21 days, the requisitionists, or any of them representing more than one-half of the total voting rights of all the requisitionists, may themselves convene a general meeting, provided that any meeting so convened shall be held no later than the day which falls three months after the expiration of the said 21-day period.

Members who wish to put forward proposals at general meetings may refer to the preceding paragraph to make a written requisition to require the convening of an extraordinary general meeting of the Company.

PROCEDURE FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR

Shareholders may propose a person for election as a director, the procedures for which are available on the Company’s website.

88 2025 ANNUAL REPORT

Corporate Governance Report

PUTTING FORWARD ENQUIRIES TO THE BOARD

For putting forward any enquiries to the Board, Shareholders may send written enquiries to the Company. The Company will not normally deal with verbal or anonymous enquiries.

CONTACT DETAILS

Shareholders may send their enquiries or requests as mentioned above to the following:

Address: No. 123, Xinpei Road, Jiading District, Shanghai, PRC

Email: Long.Meng@Zhaogang.com

For the avoidance of doubt, Shareholder(s) must deposit and send the original duly signed written requisition, notice or statement, or enquiry (as the case may be) to the above address and provide their full name, contact details and identification in order to give effect thereto. The information of the Shareholder(s) may be disclosed as required by law.

COMMUNICATION WITH SHAREHOLDERS AND INVESTOR RELATIONS

Our Company is committed to maintaining transparent, timely and effective communication with our Shareholders and investors in accordance with the Companies Ordinance, Listing Rules and our Company Articles. The Board oversees the implementation of the Shareholders Communication Policy to ensure all disclosures regarding the Group’s financial performance, strategic objectives and governance matters are accurate, comprehensive and equally accessible, enabling Shareholders to make informed decisions.

We maintain multiple communication channels to engage our stakeholders. Financial reports including annual reports and interim reports, together with notices for annual general meetings and extraordinary general meetings, are published on the Stock Exchange’s website (www.hkexnews.hk) and our investor relations website (ir.zhaogang.com). Shareholders are actively encouraged to participate in general meetings, where executive Directors, non-executive Directors and independent non-executive Directors are available to address questions and discuss matters relating to the Company’s operations and governance. For shareholding-related enquiries, Shareholders may contact our Hong Kong share registrar, while other questions regarding the Company’s publicly available information may be directed to the Board through our head office in Shanghai or our Hong Kong office, with correspondence addressed to our Company Secretary.

To foster ongoing dialogue, the Company regularly conducts investor briefings, roadshows and analyst meetings. These engagements provide opportunities for existing and potential investors to gain deeper insights into our Group’s business strategies, operational performance and governance practices.

To ensure that we continue to meet the Corporate Governance Code, our Shareholder Communication Policy may be updated as necessary to reflect changes in the Listing Rules, Company Articles or other applicable regulations. The Board conducts an annual review of this Shareholder Communication Policy’s effectiveness and, with guidance from Altus Capital Limited, our compliance advisor, ensures its continued alignment with best practices for shareholder communication and engagement. During the Reporting Period, the Board has reviewed and confirmed the policy’s proper implementation and effectiveness.

SIGNIFICANT CHANGES TO CONSTITUTIONAL DOCUMENTS

The Company adopted the Company Memorandum and Company Articles on July 14, 2023, which has been effective from the Listing Date. There was no change in the Company Memorandum and Company Articles during the Reporting Period.

==> picture [10 x 808] intentionally omitted <==

ZG Group 89

==> picture [9 x 808] intentionally omitted <==

Other Information

DISCLOSURE OF INTERESTS

Substantial Shareholders’ interests in securities

As at December 31, 2025, the following persons (other than a Director or chief executive of the Company) have interests and/or short positions (as applicable) in the Company Shares or underlying Company Shares that would fall to be disclosed to the Company and the Stock Exchange pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, and required to be entered into the register maintained by the Company pursuant to Section 336 of the SFO:

			Approximate	Approximate
			percentage of	percentage of
			shareholding of	shareholding in
Name of substantial	Capacity/	Number of Company	each class of	the total issued
shareholders	Nature of interest	Shares	Company Shares(1)(2)	Company Shares(1)(2)
Pangmao1 Ltd(3)(6)(16)	Beneficial interest; Interest of	36,658,614 Class A Shares	4.2%	3.4%
	a party to an agreement	190,945,862 Class B Shares	100.0%	17.8%
Wangdong Holdings(3)(6)(16)	Beneficial interest; Interest of	36,658,614 Class A Shares	4.2%	3.4%
	a party to an agreement;	190,945,862 Class B Shares	100.0%	17.8%
	Interest in a controlled
	corporation
Pangmao2 Ltd(4)(6)(16)	Beneficial interest; Interest of	36,658,614 Class A Shares	4.2%	3.4%
	a party to an agreement	190,945,862 Class B Shares	100.0%	17.8%
Wangchanghui	Beneficial interest; Interest of	36,658,614 Class A Shares	4.2%	3.4%
Holdings(4)(6)(16)	a party to an agreement;	190,945,862 Class B Shares	100.0%	17.8%
	Interest in a controlled
	corporation
Raohuigang Holdings(5)(6)(16)	Beneficial interest; Interest of	36,658,614 Class A Shares	4.2%	3.4%
	a party to an agreement	190,945,862 Class B Shares	100.0%	17.8%

90 2025 ANNUAL REPORT

Other Information

			Approximate	Approximate
			percentage of	percentage of
			shareholding of	shareholding in
Name of substantial	Capacity/	Number of Company	each class of	the total issued
shareholders	Nature of interest	Shares	Company Shares(1)(2)	Company Shares(1)(2)
Mr. Rao Huigang(5)(6)(16)	Interest in a controlled	36,658,614 Class A Shares	4.2%	3.4%
	corporation; Interest of	190,945,862 Class B Shares	100.0%	17.8%
	a party to an agreement
TMF (Cayman) Ltd.(7)(16)	Trustee	36,658,614 Class A Shares	4.2%	3.4%
		190,945,862 Class B Shares	100.0%	17.8%
Fatcat International	Beneficial interest	167,113,494 Class A Shares	19.0%	15.6%
Limited(8)
Beijing Jianshi	Beneficial interest	102,686,809 Class A Shares	11.7%	9.6%
Hongyuan Investment
Management
Centre (L.P.)(9)
K2 Partners II L.P.(10)	Beneficial interest	66,699,433 Class A Shares	7.6%	6.2%
KPartners Limited(10)	Interest in controlled	95,207,229 Class A Shares	10.8%	8.9%
	corporations
MPC II L.P.(11)	Beneficial interest	70,359,538 Class A Shares	8.0%	6.6%
MPC GPGP II Ltd.(11)	Interest in controlled	78,992,266 Class A Shares	9.0%	7.4%
	corporations
Mr. Wong Kun Kau(12)	Interest in controlled	61,534,437 Class A Shares	7.0%	5.7%
	corporations
China Merchants Bank	Interest in controlled	48,329,054 Class A Shares	5.5%	4.5%
Co., Limited(13) – (15)	corporations
CMB International	Interest in controlled	47,495,144 Class A Shares	5.4%	4.4%
Asset Management	corporations
Limited(13) – (15)	Investment manager	833,910 Class A Shares	0.1%	0.1%

==> picture [10 x 808] intentionally omitted <==

ZG Group 91

==> picture [9 x 808] intentionally omitted <==

Other Information

			Approximate	Approximate
			percentage of	percentage of
			shareholding of	shareholding in
Name of substantial	Capacity/	Number of Company	each class of	the total issued
shareholders	Nature of interest	Shares	Company Shares(1)(2)	Company Shares(1)(2)
CMB International	Interest in controlled	48,329,054 Class A Shares	5.5%	4.5%
Capital Corporation	corporations
Limited(13) – (15)
CMB International Capital	Interest in controlled	48,329,054 Class A Shares	5.5%	4.5%
Holdings Corporation	corporations
Limited(13) – (15)
CMBI AM Acquisition	Beneficial owner	47,495,144 Class A Shares	5.4%	4.4%
Holding LLC(14) – (15)

Notes:

• (1) The approximate percentage of interest in the issued Company Shares is calculated based on the total number of 1,071,092,361 Company Shares as at December 31, 2025, which consists of 880,146,499 Class A Shares (including 460,500 Class A Shares held as treasury shares of the Company) and 190,945,862 Class B Shares.

• (2) The interests disclosed above represent long positions in the Company Shares. Percentages have been rounded to the decimal places.

• (3) Pangmao1 Ltd is wholly owned by Wangdong Holdings. Wangdong Holdings is controlled by Jeremy Global Development Limited which is in turn controlled by TMF (Cayman) Ltd. as trustee for a trust established by Mr. Wang Dong (as settlor) for the benefit of Mr. Wang Dong and his family. Each of Mr. Wang Dong, Jeremy Global Development Limited and TMF (Cayman) Ltd. is deemed to be interested in 130,336,463 Class B Shares held by Wangdong Holdings under the SFO. Mr. Wang Dong fully exercised 24,575,290 options of the Company (representing 27,186,962 Class B Shares) under the 2023 Pre-Listing Share Option Scheme through Pangmao1 Ltd. Upon the conversion of 59,040 Class B Shares to 59,040 Class A Shares by Pangmao Ltd on December 31, 2025, each of Wangdong Holdings, Mr. Wang Dong, Jeremy Global Development Limited and TMF (Cayman) Ltd. is deemed to be interested in 27,127,922 Class B Shares held by Pangmao1 Ltd under the SFO.

(4) Pangmao2 Ltd is wholly owned by Wangchanghui Holdings. Wangchanghui Holdings is controlled by Kiwi Global Development Limited which is in turn controlled by TMF (Cayman) Ltd. as trustee for a trust established by Mr. Wang Changhui (as settlor) for the benefit of Mr. Wang Changhui and his family. Each of Mr. Wang Changhui, Kiwi Global Development Limited and TMF (Cayman) Ltd. is deemed to be interested in 19,255,154 Class B Shares held by Wangchanghui Holdings under the SFO. Mr. Wang Changhui fully exercised 12,887,680 options of the Company (representing 14,257,283 Class B Shares) under the 2023 Pre-Listing Share Option Scheme through Pangmao2 Ltd. Upon the conversion of 30,960 Class B Shares to 30,960 Class A Shares by Pangmao2 Ltd on December 31, 2025, each of Wangchanghui Holdings, Mr. Wang Changhui, Kiwi Global Development Limited and TMF (Cayman) Ltd. is deemed to be interested in 14,226,323 Class B Shares held by Pangmao2 Ltd under the SFO.

92 2025 ANNUAL REPORT

Other Information

• (5) Raohuigang Holdings is controlled by Restriven Limited which is in turn controlled by TMF (Cayman) Ltd. as trustee for a trust established by Mr. Rao Huigang (as settlor) for the benefit of Mr. Rao Huigang and his family. Each of Mr. Rao Huigang, Restriven Limited and TMF (Cayman) Ltd. is deemed to be interested in 36,108,114 Class A Shares held by Raohuigang Holdings under the SFO.

• (6) Pursuant to the Concert Party Agreement, each of the Concert Parties agreed to vote in concert with the others for all operational and other matters at board meetings (as the case may be) or shareholders’ meetings of the Group, and in the event of any dispute among Concert Parties, the Concert Parties must act based on the instructions of Mr. Wang Dong. Therefore, each of them are deemed to be interested in all the Company Shares to be held by the other in aggregate by virtue of the SFO.

• (7) TMF (Cayman) Ltd. is deemed to be interested through Wangdong Holdings, Wangchanghui Holdings and Raohuigang Holdings in an aggregate of 36,198,114 Class A Shares and 14,226,323 Class B Shares under the SFO.

• (8) Fatcat International Limited is an investment holding company incorporated in the BVI, wholly-owned by Shanghai Hemao, which is managed by Shanghai Yanmao, its general partner. None of the partners of Shanghai Hemao is individually in a position to control Fatcat International Limited and each is entitled to exercise the voting rights representing their respective underlying equity interests therein. Therefore, the respective voting power from Fatcat International Limited is divided among its indirect investors into their corresponding portions. As of December 31, 2025, Fatcat International Limited holds approximately 19.0% of the total issued and outstanding Class A Shares.

• (9) Beijing Jianshi Hongyuan Investment Management Centre (L.P.) is a limited partnership ultimately controlled by Beijing West Fund Management Co., Ltd (北京京西創業投資基金管理有限公司), an indirect subsidiary of Shoucheng Holdings Limited, a company listed on the Stock Exchange (stock code: 0697). As of December 31, 2025, Beijing Jianshi Hongyuan Investment Management Centre (L.P.) (北京堅石宏遠投資管理中心(有限合夥)) holds approximately 11.7% of the total issued and outstanding Class A Shares.

• (10) K2 Evergreen Partners L.P. and K2 Partners II L.P. are both Cayman Islands limited partnership, engaged in venture capital investment, focusing on technology, business model innovations and changing consumer lifestyles. K2 Evergreen Partners L.P. is controlled by K2 Evergreen Partners, LLC, its general partner. K2 Partners II L.P. is controlled by K2 Partners II GP, L.P., whose general partner is K2 Partners II GP, LLC. K2 Partners II GP, LLC and K2 Evergreen Partners, LLC are both under control with KPartners Limited, a Cayman Islands limited company. As of December 31, 2025, K2 Evergreen Partners L.P. holds 28,507,796 Class A Shares and K2 Partners II L.P. holds 66,699,433 Class A Shares, and collectively holds 95,207,299 Class A Shares in aggregate (i.e. approximately 10.8% of the total issued and outstanding Class A Shares. KPartners Limited is controlled by Mr. Zhang Rui and Mr. Zhang Rui is deemed interested in 95,207,299 Class A Shares held by K2 Evergreen Partners L.P. and K2 Partners II L.P.

• (11) MPC II L.P. and MPC II-A L.P., each an exempted limited partnership incorporated under the laws of the Cayman Islands, of which the general partner is MPC Management II L.P., whose general partner is MPC GPGP II Ltd. As of December 31, 2025, MPC II L.P. holds 70,359,538 Class A Shares and MPC II-A L.P. holds 8,632,728 Class A Shares, and collectively holds 78,992,266 Class A Shares in aggregate (i.e. approximately 8.9% of the total issued and outstanding Class A Shares). MPC GPGP II Ltd. is controlled by Mr. Su Tuong Sing David and Mr. Su Tuong Sing David is deemed interested in 78,992,266 Class A Shares held by MPC II L.P. and MPC II-A L.P.

==> picture [10 x 808] intentionally omitted <==

ZG Group 93

==> picture [9 x 808] intentionally omitted <==

Other Information

• (12) Success Path Enterprises Limited is wholly-owned by Vigorous Ventures Limited, a company incorporated in the BVI with limited liabilities, which is controlled by Mr. Wong Kun Kau. Quick Returns Ventures Limited is wholly-owned by Bull Capital China Growth Fund II, L.P., an exempted limited partnership in the Cayman Islands. Bull Capital China Growth Fund II, L.P.’s general partner is Bull Capital GP II Limited and it is managed by Bull Capital Partners Ltd., which is controlled by Mr. Wong Kun Kau. As of December 31, 2025, Success Path Enterprises Limited and Quick Returns Ventures Limited collectively holds approximately 6.9% of the total issued and outstanding Class A Shares.

• (13) CMBI Private Equity Series B SPC is interested in 833,910 Class A Shares. CMB International Asset Management Limited is the investment manager, and CMB International Private Investment Limited is holding the management shares (carrying voting rights), of CMBI Private Equity Series B SPC. CMB International Private Investment Limited is wholly owned by CMB International Investment Management Limited, which is wholly owned by CMB International Capital Corporation Limited. Each of CMB International Asset Management Limited, CMB International Private Investment Limited, CMB International Investment Management Limited and CMB International Capital Corporation Limited is deemed to be interested in the Class A Shares held by CMBI Private Equity Series B SPC.

• (14) CMB International Asset Management Limited is deemed to be interested in the promoter warrants. promoter earn-out right and Class A Shares held by CMBI AM Acquisition Holding LLC, its 93.39%-owned subsidiary.

• (15) CMB International Asset Management Limited is wholly owned by CMB International Capital Corporation Limited, which is owned as to approximately 83.2% by CMB International Capital Holdings Corporation Limited. CMB International Capital Holdings Corporation Limited is in turn wholly-owned by China Merchants Bank Co., Limited. Each of China Merchants Bank Co., Limited, CMB International Capital Holdings Corporation Limited, CMB International Capital Corporation Limited and CMB International Asset Management Limited is deemed to be interested in (i) the promoter warrants, promoter earn-out rights and Class A Shares held by CMBI AM Acquisition Holding LLC and (ii) the Class A Shares held by CMBI Private Equity Series B SPC.

• (16) On 9 October 2025 and 17 October 2025, the Company repurchased 160,500 Class A Shares and 300,000 Class A Shares respectively. The aggregate 460,500 Class A Shares are held as treasury shares of the Company. As disclosed in Note (6) above, each of the Concert Party are deemed to be interested in all the Company Shares to be held by the other in aggregate by virtue of the SFO. As the Concert Parties in aggregate control one third or more of the voting rights of the Company, each of the Concert Party is taken to have an interest in the 460,500 Class A Shares held in treasury of the Company pursuant to s.344(3) of the SFO.

Except as disclosed above, the Directors are not aware of any other person (other than a Director or chief executive of a Company) who have any interest and/or short positions in the Company Shares or underlying Company Shares which would fall to be disclosed to the Company pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, and required to be entered into the register maintained by the Company pursuant to Section 336 of the SFO.

94 2025 ANNUAL REPORT

Other Information

Directors’ and chief executive’s interests in securities

As at December 31, 2025, the following Director and chief executive of the Company and their associates have interests and/or short positions (as applicable) in the Company Shares or underlying Company Shares and shares of its associated corporations (within the meaning of Part XV of the SFO), as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code:

			Approximate	Approximate
			percentage of	percentage of
			shareholding of	shareholding in
			each class of	the total issued
			Company	Company
Name of director	Capacity/Nature of interest	Number of Company Shares	Shares(1)(2)	Shares(1)(2)
Mr. Wang Dong(3)(5)(6)	Beneficial owner; Interest in	36,658,614 Class A Shares	4.2%	3.4%
	controlled corporations; Interest	190,945,862 Class B Shares	100.0%	17.8%
	of a party to an agreement
Mr. Wang Changhui(4)(5)(6)	Beneficial owner; Interest in	36,658,614 Class A Shares	4.2%	3.4%
	controlled corporations; Interest	190,945,862 Class B Shares	100.0%	17.8%
	of a party to an agreement
Ms. Gong Yingxin	Beneficial owner	2,212,544 Class A Shares	0.3%	0.2%
Ms. Zhou Min	Beneficial owner	1,704,813 Class A Shares	0.2%	0.2%

Notes:

(1) The approximate percentage of interest in the issued Company Shares is calculated based on the total number of 1,071,092,361 Company Shares as at December 31, 2025, which consists of 880,146,499 Class A Shares (including 460,500 Class A shares held as treasury shares of the Company) and 190,945,862 Class B Shares.

(2) The interests disclosed above represent long positions in the Company Shares. Percentages have been rounded to the decimal places.

(3) Pangmao1 Ltd is wholly owned by Wangdong Holdings. Wangdong Holdings is controlled by Jeremy Global Development Limited which is in turn controlled by TMF (Cayman) Ltd. as trustee for a trust established by Mr. Wang Dong (as settlor) for the benefit of Mr. Wang Dong and his family. Each of Mr. Wang Dong, Jeremy Global Development Limited and TMF (Cayman) Ltd. is deemed to be interested in 130,336,463 Class B Shares held by Wangdong Holdings under the SFO. Mr. Wang Dong fully exercised 24,575,290 options of the Company (representing 27,186,962 Class B Shares) under the 2023 Pre-Listing Share Option Scheme through Pangmao1 Ltd. Upon the conversion of 59,040 Class B Shares to 59,040 Class A Shares by Pangmao Ltd on 31 December 2025, each of Wangdong Holdings, Mr. Wang Dong, Jeremy Global Development Limited and TMF (Cayman) Ltd. is deemed to be interested in 27,127,922 Class B Shares held by Pangmao1 Ltd under the SFO.

==> picture [10 x 808] intentionally omitted <==

ZG Group 95

==> picture [9 x 808] intentionally omitted <==

Other Information

• (4) Pangmao2 Ltd is wholly owned by Wangchanghui Holdings. Wangchanghui Holdings is controlled by Kiwi Global Development Limited which is in turn controlled by TMF (Cayman) Ltd. as trustee for a trust established by Mr. Wang Changhui (as settlor) for the benefit of Mr. Wang Changhui and his family. Each of Mr. Wang Changhui, Kiwi Global Development Limited and TMF (Cayman) Ltd. is deemed to be interested in 19,255,154 Class B Shares held by Wangchanghui Holdings under the SFO. Mr. Wang Changhui fully exercised 12,887,680 options of the Company (representing 14,257,283 Class B Shares) under the 2023 Pre-Listing Share Option Scheme through Pangmao2 Ltd. Upon the conversion of 30,960 Class B Shares to 30,960 Class A Shares by Pangmao2 Ltd on 31 December 2025, each of Wangchanghui Holdings, Mr. Wang Changhui, Kiwi Global Development Limited and TMF (Cayman) Ltd. is deemed to be interested in 14,226,323 Class B Shares held by Pangmao2 Ltd under the SFO.

• (5) On 9 October 2025 and 17 October 2025, the Company repurchased 160,500 Class A Shares and 300,000 Class A Shares respectively. The aggregate 460,500 Class A Shares are held as treasury shares of the Company. As both Mr. Wang Dong and Mr. Wang Changhui are the executive Directors and controls one-third or more of the voting rights of the Company, both Mr. Wang Dong and Mr. Wang Changhui are taken to have an interest in the 460,500 Class A Shares held in treasury of the Company pursuant to s.344(3) of the SFO.

• (6) Pursuant to the Concert Party Agreement, each of the Concert Parties agreed to vote in concert with the others for all operational and other matters at board meetings (as the case may be) or shareholders’ meetings of the Group, and in the event of any dispute among Concert Parties, the Concert Parties must act based on the instructions of Mr. Wang Dong. Therefore, each of them are deemed to be interested in all the Company Shares to be held by the other in aggregate by virtue of the SFO.

Save as disclosed above, no interests and short positions were held or deemed to be or taken to be held under Part XV of the SFO by any Director or chief executive of the Company or their respective associates in the Company Shares or underlying Company Shares and shares of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Part XV of the SFO or pursuant to the Model Code which are required pursuant to Section 352 of the SFO to be entered in the register referred to therein.

SHARE SCHEMES

The Company has adopted the 2023 Pre-Listing Share Option Scheme and the 2025 Share Award Scheme.

2023 Pre-Listing Share Option Scheme

The 2023 Pre-Listing Share Option Scheme was approved by the Board of the Company on July 14, 2023, and remained in force during the Reporting Period. No further options will be granted under the 2023 Pre-Listing Share Option Scheme after the Listing, as it does not involve the grant of options by the Company to subscribe for Company Shares after Listing. The awards previously granted and outstanding, along with their evidencing original award agreements, shall survive the termination of the 2023 Pre-Listing Share Option Scheme and remain effective until the expiration of their original terms, as may be amended from time to time.

Purpose

The purpose of the 2023 Pre-Listing Share Option Scheme is to provide selected participants with the opportunity to acquire proprietary interests in the Company, to encourage them to enhance the value of the Company and its Shares for the benefit of the Company and its shareholders as a whole, and to offer a flexible means of retaining, incentivizing, rewarding, remunerating, compensating, and/or providing benefits to selected participants.

96 2025 ANNUAL REPORT

Other Information

Eligible Participants

The Directors may determine the persons belonging to any of the following classes of participants, who the Board considers, in its sole discretion, have contributed or will contribute to the Company, to take up options to subscribe for Shares:

• (a) any directors and former or present employees of any members of the Group; and

• (b) any consultants of the Group.

For the avoidance of doubt, the grant of any options by the Company for the subscription of Shares or other securities of the Group to any person who falls within any of these classes of participants shall not, by itself, unless the Directors otherwise so determine, be construed as a grant of option under the 2023 Pre-Listing Share Option Scheme.

The eligibility of any of these classes of participants to the grant of any option shall be determined by the Directors from time to time on the basis of the Directors’ opinion as to the participant’s contribution to the development and growth of the Group.

Types of Awards

The 2023 Pre-Listing Share Option Scheme permits the grant of options to subscribe for Shares. No other types of awards (such as restricted shares or restricted share units) are specified under this scheme.

Scheme Limit and Number of Company Shares Available for Grant

The maximum aggregate number of shares that may be issued upon exercise of all outstanding options granted and yet to be exercised under the 2023 Pre-Listing Share Option Scheme is 71,578,750 Shares (as adjusted after the Pre-Merger Capital Restructuring), representing the Scheme Limit. No options may be granted under any schemes of the Company (or its subsidiaries) if this will result in the Scheme Limit being exceeded. Option lapsed and/or cancelled in accordance with the terms of the 2023 Pre-Listing Share Option Scheme shall not be counted for the purpose of calculating the Scheme Limit and shall be counted for as unissued options, and the number of shares in respect of which options may be granted under the 2023 Pre-Listing Share Option Scheme shall be increased by the same number of options lapsed and/or cancelled.

Performance Targets

Unless as prescribed under the 2023 Pre-Listing Share Option Scheme or Directors otherwise determine and state in the offer of the grant of options to a grantee, a grantee is not required to achieve any performance targets before any options granted under the 2023 Pre-Listing Share Option Scheme can be exercised.

==> picture [10 x 808] intentionally omitted <==

ZG Group 97

==> picture [9 x 808] intentionally omitted <==

Other Information

Limit for Each Participant

Under the 2023 Pre-Listing Share Option Scheme, there is no specific limit on the maximum number of Company Shares that may be granted to a single eligible participant, unless otherwise determined by the Board of the Company in accordance with the scheme’s terms.

Consideration, Exercise Price, and Subscription Price

The subscription price in relation to each option granted under the 2023 Pre-Listing Share Option Scheme shall be determined by the Board. A nominal consideration of RMB1 is payable upon acceptance of the grant of options.

Adjustments

In the event of an alteration in the capital structure of the Company whilst any option remains exercisable by way of capitalisation of profits or reserves, rights issue, subdivision or consolidation of shares, or reduction of the share capital of the Company in accordance with legal requirements and requirements of the Stock Exchange (other than any alteration in the capital structure of the Company as a result of an issue of shares as consideration in a transaction to which the Company is a party), such corresponding alterations (if any) shall be made to:

• (a) the number or nominal amount of shares comprised in each option so far as unexercised; and/or

• (b) the subscription price; and/or

• (c) the method of exercise of the option,

or any combination thereof, as the auditors or a financial advisor engaged by the Company for such purpose shall, at the request of the Company, certify in writing, either generally or as regards any particular grantee, to be in their opinion fair and reasonable, provided always that any such adjustments should give each grantee the same proportion of the equity capital of the Company as that to which that grantee was previously entitled prior to such adjustments, and no adjustments shall be made which will enable a share to be issued at less than its nominal value.

98 2025 ANNUAL REPORT

Other Information

Vesting Schedule

The option granted under the 2023 Pre-Listing Share Option Scheme can only be vested in the following manners (each date on which any portion of options granted shall be vested is hereinafter referred to as a “ Vesting Date of 2023 Pre-Listing Share Option Scheme ” and each batch on which any portion of options granted shall be vested is hereinafter referred to as a “ Batch under 2023 Pre-Listing Share Option Scheme ”):

Batch under 2023

Pre-Listing Share
Option Scheme	Vesting Date of 2023 Pre-Listing Share Option Scheme
Batch 1	Not subject to any vesting period
Batch 2	Upon the Listing without service condition, but only exercisable six months upon
	the Listing
Batch 3	Within 5 business days of the first anniversary of the Listing Date, 50% of the
	options shall vest; and within 5 business days of the second anniversary of the
	Listing Date, the remaining 50% of the option shall vest

Option Exercise Period

The maximum exercisable term of an option is 10 years from the date of grant, subject to earlier termination provisions under the 2023 Pre-Listing Share Option Scheme. An option may be exercised during the period notified by the Directors to the grantee, which may commence on the date of the offer but must end no later than 10 years from the grant date.

Transfer Restrictions

Options granted under the 2023 Pre-Listing Share Option Scheme may not be transferred by the participant, except as permitted by the scheme’s terms or as otherwise determined by the Board, such as transfers by will or the laws of descent and distribution.

Options granted under the 2023 Pre-Listing Share Option Scheme

The grant of options under the 2023 Pre-Listing Share Option Scheme to the grantees as set out below was approved by the Board on July 14, 2023. The overall limit on the number of underlying shares pursuant to the 2023 Pre-Listing Share Option Scheme is 71,578,750 Shares (as adjusted after the Pre-Merger Capital Restructuring).

As at December 31, 2025, the Company had granted all options under the 2023 Pre-Listing Share Option Scheme to 171 grantees with a right to subscribe for a total of 71,578,750 Shares (as adjusted after the Pre-Merger Capital Restructuring). As of the Latest Practicable Date, an aggregate of 55,477,308 Shares (as adjusted after the Pre-Merger Capital Restructuring) had been issued to relevant grantees.

==> picture [10 x 808] intentionally omitted <==

ZG Group 99

==> picture [9 x 808] intentionally omitted <==

Other Information

Movements

The following table discloses movements in the Company’s share options outstanding under the 2023 Pre-Listing Share Option Scheme:–

						Number of
					Number of	Company				Number of
					outstanding	Ordinary				outstanding	Approximate
					Company	Shares				Company	percentage of
					Ordinary Shares	granted	Exercised	Lapsed	Cancelled	Ordinary Shares	issued Company
					under the options	during the	during the	during the	during the	under the options	Shares as of
	Date	of		Exercise	granted as at	Reporting	Reporting	Reporting	Reporting	granted as at	the Latest
Name of grantee	grant	(2)(3)	Vesting period	price	January 1. 2025	Period	Period	Period	Period	December 31, 2025	Practicable Date
Directors
Ms. Gong Yingxin	5 March		Subject to the Employee	3.6157	–	829,704	–	–	–	829,704	0.08%
	2025		Vesting Period (1)
Ms. Zhou Min	5 March		Upon the Listing without	4.6462	–	55,314	–	–	–	55,314	0.01%
	2025		service condition, but
			only exercisable six
			months upon the Listing
			Date
			Upon the Listing without	0.0009	–	1,372,931	–	–	–	1,372,931	0.13%
			service condition, but
			only exercisable six
			months upon the Listing
			Date
			Subject to the Employee	3.6157	–	276,568	–	–	–	276,568	0.03%
			Vesting Period (1)
Senior Management
Mr. Zhang Xurui	5 March		Subject to the Employee	3.6157	–	442,509	–	–	–	442,509	0.04%
	2025		Vesting Period (1)
Mr. Zeng Lingyu	5 March		Upon the Listing without	2.1423	–	132,753	–	–	–	132,753	0.01%
	2025		service condition, but
			only exercisable six
			months upon the Listing
			Date
			Upon the Listing without	0.0009	–	44,251	–	–	–	44,251	0.004%
			service condition, but
			only exercisable six
			months upon the Listing
			Date
			Subject to the Employee	3.6157	–	531,011	–	–	–	531,011	0.05%
			Vesting Period (1)

100 2025 ANNUAL REPORT

Other Information

						Number of
					Number of	Company				Number of
					outstanding	Ordinary				outstanding	Approximate
					Company	Shares				Company	percentage of
					Ordinary Shares	granted	Exercised	Lapsed	Cancelled	Ordinary Shares	issued Company
					under the options	during the	during the	during the	during the	under the options	Shares as of
	Date	of		Exercise	granted as at	Reporting	Reporting	Reporting	Reporting	granted as at	the Latest
Name of grantee	grant	(2)(3)	Vesting period	price	January 1. 2025	Period	Period	Period	Period	December 31, 2025	Practicable Date
Mr. Meng Long	5 March		Six months upon the	0.0009	–	221,254	–	–	–	221,254	0.02%
	2025		Listing Date
			Subject to the Employee	3.6157	–	276,568	–	–	–	276,568	0.03%
			Vesting Period (1)
Other grantees other than	5 March		Six months upon the	0.001 to 7.14	–	11,918,579	–	–	–	11,918,579	1.11%
Directors and Senior	2025		Listing Date
Management
Total					–	16,101,442	–	–	–	16,101,442

Notes:

• (1) Employee vesting period: (i) within 5 business days of the first anniversary of the Listing Date, 50% of the options shall vest; and (ii) within 5 business days of the second anniversary of the Listing Date, the remaining 50% of the option shall vest.

• (2) The estimated fair value of the share options at the date of grant were approximately RMB106,034,000 for options granted during the Reporting Period. The accounting standard and policy to estimate the fair value of the shares granted during the Reporting Period is set out in Note 32 to the financial statements.

• (3) The share closing price immediately before the date of grant of the options are not applicable as the options were granted before the Listing Date.

Ranking of Shares

The Shares allotted and issued upon the exercise of an option shall be identical to the then existing issued Company Shares and, subject to all the provisions of the Company Articles, rank pari passu with the fully paid shares in issue on the date the name of the grantee is registered on the register of members of the Company or, if that date falls on a day when the register of members of the Company is closed, the first day of the re-opening of the register of members, save that the grantee shall not have any voting rights, or rights to participate in any dividends or distributions (including those arising on a liquidation of the Company) declared or recommended or resolved to be paid to the shareholders on the register on a date prior to such registration.

Unless the context otherwise requires, references to “Shares” in this sub-paragraph include references to Shares in the ordinary equity share capital of the Company of such nominal amount as shall result from a subdivision, consolidation, reclassification or re-construction of the share capital of the Company from time to time.

==> picture [10 x 808] intentionally omitted <==

ZG Group 101

==> picture [9 x 808] intentionally omitted <==

Other Information

Termination and Remaining Life of the 2023 Pre-Listing Share Option Scheme

The Company may by ordinary resolution in a general meeting or the Board may at any time resolve to terminate the operation of the 2023 Pre-Listing Share Option Scheme. The 2023 Pre-Listing Share Option Scheme has expired on the Listing date, but the provisions of the 2023 Pre-Listing Share Option Scheme shall remain in force to the extent necessary to give effect to the exercise of any options granted prior thereto or otherwise as may be required in accordance with the provisions of the 2023 Pre-Listing Share Option Scheme. Options granted prior to such termination shall continue to be valid and exercisable in accordance with the 2023 Pre-Listing Share Option Scheme.

2025 Share Award Scheme

The Company has, after due consideration by the Board and the Remuneration Committee, adopted the 2025 Share Award Scheme on October 21, 2025 (the “ Adoption Date ”). The Share Award Scheme is funded solely by the existing Shares pursuant to Rule 17.01(1)(b) of the Listing Rules and does not constitute a share scheme involving the issue of new shares as set out in Chapter 17 of the Listing Rules. Therefore, Shareholders’ approval is not required for the adoption of the 2025 Share Award Scheme. The following is a summary of the principal terms of the 2025 Share Award Scheme:–

Purposes

The purposes of the 2025 Share Award Scheme are to (i) recognise and reward certain eligible participants for their performance and contribution to the growth and development of the Group and to give incentives to those eligible participants in order to retain them for the continual operation and development of the Group; and (ii) attract suitable personnel for further development of the Group.

Eligible participants

The scope of the eligible participants (the “ Eligible Participants ”) include:

• any employee (full time employee, including any executive director but excluding any non-executive Director) of the Company, any subsidiary of the Company (the “ Subsidiary ”) or any entity in which any member of the Group holds any equity interest (the “ Invested Entity ”);

• any non-executive directors (including independent non-executive Directors) of the Company, any Subsidiary or any Invested Entity;

• any employee participant of a related entity of the Company, including any holding company, fellow subsidiary or associated company of the Company; and

• any other group or classes of participants who have contributed or may contribute by way of joint venture, business alliance or other business arrangement to the development and growth of the Group.

102 2025 ANNUAL REPORT

Other Information

Administration

The 2025 Share Award Scheme shall be subject to the administration of the Board or its delegate(s) whose decision on all matters arising in relation to the Scheme or its interpretation or effect shall be final and binding on all persons who may be affected thereby, subject to compliance with the Listing Rules. The Board or its delegate(s) may from time to time appoint a trustee and enter into a trust deed for the administration of the 2025 Share Award Scheme.

Maximum Number of Shares Available to be Granted

No new Shares will be issued under the 2025 Share Award Scheme. The share awards will be satisfied by existing Shares to be acquired through on-market transactions by the trustee of the 2025 Share Award Scheme (the “ Trustee ”) on the instruction of the Company. Details of the Shares held for the 2025 Share Award Scheme are disclosed in Note 32 to the consolidated financial statement.

The maximum number of Shares to be purchased by the Trustee by applying the contribution in the form of money or otherwise made by the Company or any of its subsidiaries shall not exceed 10% of the total number of issued Class A Shares (excluding treasury Shares) as at the Adoption Date.

Maximum Entitlement of Each Selected Participant

The maximum number of Shares, in a 12-month period up to and including the date of award, which may be subject to an award to any Eligible Participant for whom Shares have been provisionally set aside pursuant to an award (or his personal representative) shall not in aggregate exceed 1% of the issued share capital of the Company (excluding treasury Shares) as at the Adoption Date, unless the Company has obtained separate approval by the Shareholders at an general meeting.

Exercise period of options pursuant to the 2025 Share Award Scheme by the grantee

Not applicable

Purchase Price

The purchase price (if any) per awarded Share to be granted under the 2025 Share Award Scheme shall be determined by the Board in its absolute discretion at the time of grant.

Vesting period of the awarded shares

Subject to the terms of the notice to be sent to the Trustee upon making of an award (the “ Award Notice ”), an award shall vest on the vesting date(s) specified therein, provided that the grantee remains an Eligible Participant and satisfies any performance and/or other conditions specified in the Award Notice. Upon vesting, the Trustee shall transfer the relevant number of Class A Shares to the grantee or as directed by the grantee.

==> picture [10 x 808] intentionally omitted <==

ZG Group 103

==> picture [9 x 808] intentionally omitted <==

Other Information

Remaining Life of the 2025 Share Award Scheme

The Share Award Scheme shall be valid and effective for the period commencing on the Adoption Date, and ending on the 10[th] anniversary of the Adoption Date.

As at the Latest Practicable Date, the remaining life of the 2025 Share Award Scheme is approximately 9.5 years.

Since the Adoption Date and up to the Latest Practicable Date, no awards had been granted under the 2025 Share Award Scheme. The Trustee, as instructed by the Board, had purchased a total of 13,450,000 Shares since the Adoption Date and up to the Latest Practicable Date at a total consideration of HK$39,835,000. The Trustee holds these Shares pursuant to the terms and conditions of the 2025 Share Award Scheme. The total number of shares available for being awarded under the 2025 Share Award Scheme is 13,450,000 Shares, which represents approximately 1.3% of the Company’s total issued shares as at the Latest Practicable Date.

104 2025 ANNUAL REPORT

Other Information

USE OF PROCEEDS

The Company received net proceeds of HK$537.4 million from the De-SPAC Transaction, after deducting commissions and expenses payable in connection with the De-SPAC Transaction.

As at the date of this annual report, there has been no change to the intended use of the net proceeds as previously disclosed in the Prospectus. The Group will apply the net proceeds in accordance with the intended use set out in the Prospectus. For details, please refer to the section headed “Future Plans and Use of Proceeds” in the Prospectus.

The following table sets forth the breakdown of the net proceeds as of the date of this annual report:

			Utilized Net
			Proceeds
			since
			the Listing	Unutilized	Expected
			Date	Net Proceeds	timeline for
	Approximate		and up to	as at	Net Proceeds
	percentage of		December 31,	December 31,	to be utilized
Purpose	Net Proceeds	Net Proceeds	2025	2025	by
		(HK$ million)	(HK$ million)	(HK$ million)
Enhance service offerings through
digitalization	25%	134.4	134.4	–	N/A
Broaden buyer base and increase
their stickiness	20%	107.5	107.5	–	N/A
Strengthen technological capabilities	20%	107.5	41.7	65.8	February 2030
Explore cross-industry expansion	25%	134.4	59.2	75.2	February 2030
Working capital and general corporate
purpose	10%	53.6	15.0	38.6	February 2030
Total	100%	537.4	357.8	179.6

==> picture [10 x 808] intentionally omitted <==

ZG Group 105

==> picture [9 x 808] intentionally omitted <==

Independent Auditor’s Report

TO THE BOARD OF DIRECTORS OF ZG GROUP

(incorporated in the Cayman Islands with limited liability)

OPINION

We have audited the consolidated financial statements of ZG Group (the “Company”) and its subsidiaries, including the consolidated affiliated entities (collectively referred to as the “Group”) set out on pages 110 to 239, which comprise the consolidated statement of financial position as at 31 December 2025, and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information and other explanatory information.

In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”) and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.

BASIS FOR OPINION

We conducted our audit in accordance with Hong Kong Standards on Auditing (“HKSAs”) issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the HKICPA’s Code of Ethics for Professional Accountants (the “Code”), as applicable to audits of the financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTER

Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of the consolidated financial statements of the current period. This matter was addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

106 2025 ANNUAL REPORT

Independent Auditor’s Report (Continued)

KEY AUDIT MATTER (CONTINUED)

Key audit matter

How our audit addressed the key audit matter

Revenue recognition for transaction services

Our procedures to address the risk of revenue recognition for transaction services included the following:

The Group generates revenue mainly from commission income and sales of goods, which represent the majority of its total revenue. This revenue is primarily derived from two distinct business models: (i) acting as an agent and recognising revenue from commission income on a net basis, and (ii) acting as a principal and recognising revenue from sales of goods on a gross basis.

• Understanding the key controls over the occurrence assertion of revenue recognition for transaction services, and evaluating the design, implementation and operating effectiveness of these controls;

Commission income from transaction services is a key contributor to the Group’s profitability, despite representing a relatively smaller portion of total revenue than sales of goods. The recognition of this income depends on whether the underlying performance obligations have been fully satisfied.

• Inquiring the Group’s management and examining the contracts relating to transaction services, on a sampling basis, to assess the appropriateness of revenue presentation, the identification of performance obligations and the timing of revenue recognition determined by the management;

Given the significance of this revenue stream, any misstatement in the recognition of commission income from transaction services could have a material impact on the consolidated financial statements. We therefore identified the occurrence assertion for revenue recognition of commission income as a key audit matter.

• Selecting samples from recorded revenue for transaction services and examining supporting evidence to verify whether performance obligations have been fulfilled. This includes tracing transactions to contracts with steel buyers and steel sellers that specify performance obligations, reviewing documentation evidencing goods delivery, and examining buyer acknowledgments confirming receipt; and

• Evaluating whether the revenue from transaction services recognized by the Group had been appropriately determined by management in accordance with IFRS 15 – Revenue from Contracts with Customers, based on the results of our audit procedures.

==> picture [10 x 808] intentionally omitted <==

ZG Group 107

==> picture [9 x 808] intentionally omitted <==

Independent Auditor’s Report (Continued)

OTHER INFORMATION

The directors of the Company are responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

RESPONSIBILITIES OF DIRECTORS AND THOSE CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards as issued by the IASB and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HKSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

108 2025 ANNUAL REPORT

Independent Auditor’s Report (Continued)

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

As part of an audit in accordance with HKSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

==> picture [10 x 808] intentionally omitted <==

ZG Group 109

==> picture [9 x 808] intentionally omitted <==

Independent Auditor’s Report (Continued)

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

From the matters communicated with those charged with governance, we determine the matter that was of most significance in the audit of the consolidated financial statements of the current period and is therefore the key audit matter. We describe this matter in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Leung, David (practicing certificate number: P05614).

Deloitte Touche Tohmatsu

Certified Public Accountants Hong Kong

27 March 2026

110 2025 ANNUAL REPORT

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended December 31, 2025

		2025	2024
	NOTES	RMB’000	RMB’000
Revenue	4	2,120,302	1,551,043
Cost of revenue		(1,741,228)	(1,124,854)
Gross profit		379,074	426,189
Other income	6	27,256	50,420
Other gains and losses, net	7	(9,802)	(7,807)
Selling and distribution expenses		(351,863)	(293,383)
Administrative expenses		(178,543)	(77,127)
Research and development expenses		(43,781)	(48,121)
Professional fees and expenses related to De-SPAC Transaction		(44,671)	(9,697)
De-SPAC transaction expenses		(373,590)	–
Finance costs	8	(24,049)	(39,994)
Impairment losses under expected credit loss (“ECL”) model,
net of reversal	9	(111,553)	(57,874)
Fair value changes of financial assets at fair value through
profit or loss (“FVTPL”)		2,590	(881)
Fair value changes of financial liabilities at FVTPL	30	144,971	(8,004)
Share of results of associates and joint venture	20	(3,739)	(735)
Loss before tax		(587,700)	(67,014)
Income tax expense	10	(3,987)	(1,653)
Loss for the year	11	(591,687)	(68,667)
Other comprehensive income
Item that may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations		3,400	340
Other comprehensive income for the year, net of income tax		3,400	340
Total comprehensive expense for the year		(588,287)	(68,327)

==> picture [10 x 808] intentionally omitted <==

ZG Group 111

==> picture [9 x 808] intentionally omitted <==

Consolidated Statement of Profit or Loss and Other Comprehensive Income (Continued)

For the year ended December 31, 2025

	NOTES	2025 RMB’000	2024 RMB’000
Loss for the year attributable to:
Owners of the Company		(592,523)	(69,002)
Non-controlling interests		836	335
		(591,687)	(68,667)
Total comprehensive (expense) income attributable to:
Owners of the Company		(589,123)	(68,662)
Non-controlling interests		836	335
		(588,287)	(68,327)
Loss per share	14
– Basic and diluted(RMB)		(0.65)	(0.29)

112 2025 ANNUAL REPORT

Consolidated Statement of Financial Position

As at 31 December 2025

		2025	2024
	NOTES	RMB’000	RMB’000
Non-current Assets
Property and equipment	15	269,013	209,525
Right-of-use assets	16	99,307	34,043
Goodwill	17	31,954	31,954
Intangible assets	18	113,610	110,226
Interests in associates and joint venture	20	49,872	34,897
Financial assets at FVTPL	24	47,752	42,806
Prepayments and other receivables	21	5,291	7,450
		616,799	470,901
Current Assets
Inventories	23	12,543	20,077
Trade receivables, prepayments and other receivables	21	8,410,492	8,696,367
Financial assets at fair value through other comprehensive
income (“FVTOCI”)	22	191,270	114,349
Restricted cash	25	1,147,712	506,695
Cash and cash equivalents	25	349,969	240,163
		10,111,986	9,577,651
Current Liabilities
Trade, bills and other payables	26	9,227,221	9,181,814
Bank and other borrowings	27	721,004	406,358
Derivative financial instruments	35	2,271	–
Lease liabilities	29	10,446	7,990
Contract liabilities	4	40,532	67,045
Financial liabilities at FVTPL	30	4,485	6,821,940
		10,005,959	16,485,147
Net Current Assets (Liabilities)		106,027	(6,907,496)
Total Assets Less Current Liabilities		722,826	(6,436,595)

==> picture [10 x 808] intentionally omitted <==

ZG Group 113

==> picture [9 x 808] intentionally omitted <==

Consolidated Statement of Financial Position (Continued)

As at 31 December 2025

	NOTES	2025 RMB’000	2024 RMB’000
Non-current Liabilities
Financial liabilities at FVTPL	30	26,192	27,759
Contract liabilities	4	8,580	10,956
Lease liabilities	29	69,270	7,112
Deferred tax liabilities	28	23,433	23,983
		127,475	69,810
Net Assets (Liabilities)		595,351	(6,506,405)
Capital and Reserves
Share capital	31	377	71
Reserves		551,151	(6,549,463)
Equity attributable to owners of the Company		551,528	(6,549,392)
Non-controlling interests		43,823	42,987
Total Equity (Deficit)		595,351	(6,506,405)

The consolidated financial statements on pages 110 to 239 were approved and authorised for issue by the Board of Directors on 27 March 2026 and are signed on its behalf by:

Wang Dong EXECUTIVE DIRECTOR

Zhou Min EXECUTIVE DIRECTOR

114 2025 ANNUAL REPORT

Consolidated Statement of Changes in Equity

For the year ended 31 December 2025

==> picture [475 x 81] intentionally omitted <==

----- Start of picture text -----

Attributable to owners of the Company
Equity-settled
share-based Non-
Share Treasury Other compensation Share Accumulated controlling
capital stock reserve reserve premium Losses Subtotal interests Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(Note 31) (note)
----- End of picture text -----

As at 1 January 2024	71	–	(562,782)	–	343,947	(6,261,966)	(6,480,730)	42,652	(6,438,078)
(Loss) profit for the year	–	–	–	–	–	(69,002)	(69,002)	335	(68,667)
Other comprehensive income	–	–	340	–	–	–	340	–	340
Total comprehensive income
(expense) for the year	–	–	340	–	–	(69,002)	(68,662)	335	(68,327)
As at 31 December 2024	71	–	(562,442)	–	343,947	(6,330,968)	(6,549,392)	42,987	(6,506,405)
(Loss) profit for the year	–	–	–	–	–	(592,523)	(592,523)	836	(591,687)
Other comprehensive income	–	–	3,400	–	–	–	3,400	–	3,400
Total comprehensive income
(expense) for the year	–	–	3,400	–	–	(592,523)	(589,123)	836	(588,287)
Recognition of equity-settled
share-based payments
(Note 32)	–	–	–	94,697	–	–	94,697	–	94,697
Repurchase of shares	–	(36,955)	–	–	–	–	(36,955)	–	(36,955)
Conversion of preference shares
(Note 30)	267	–	–	–	6,859,487	–	6,859,754	–	6,859,754
Shares issued to private
investment in public equity
(“PIPE”) and permitted equity
financing (“PEF”) investors	20	–	–	–	505,974	–	505,994	–	505,994
Shares and bonus shares
issued to non-redeeming
Aquila’s Class A shareholders
(Note 34)	2	–	–	–	72,641	–	72,643	–	72,643
Shares issued to promoters
(Note 34)	9	–	–	–	222,532	–	222,541	–	222,541
Capitalisation issue to existing
shareholders (Note 31)	8	–	–	–	(8)	–	–	–	–
Transaction costs directly
attributable to issue of
new shares to PIPE and
PEF investors	–	–	(28,631)	–	–	–	(28,631)	–	(28,631)
As at 31 December 2025	377	(36,955)	(587,673)	94,697	8,004,573	(6,923,491)	551,528	43,823	595,351

Note: Other reserve of the Group consists of: (a) share capital and share premium of Shanghai Steel Information Technology Co., Ltd. (上海找鋼網信息科技股份有限公司(“Zhaogang Netcom”), a company established in the People’s Republic of China (the “PRC”) and Beijing Steel Home E-commerce Co., Ltd. (“Beijing Steel”, 北京找鋼萬家電子商務有限公司), a company established in the PRC, due to the contractual arrangements; (b) reserve arising from Zhaogang Netcom converting into a joint stock company in 2016; (c) derecognition of non-controlling interests of Zhaogang Netcom due to a capital reduction in 2018; and (d) exchange differences arising on translation of foreign operations; and (e) transaction costs directly attributable to issue of new shares to PIPE and PEF investors in 2025.

• English name for identification purposes only.

==> picture [10 x 808] intentionally omitted <==

ZG Group 115

==> picture [9 x 808] intentionally omitted <==

Consolidated Statement of Cash Flows

For the year ended 31 December 2025

	2025 RMB’000	2024 RMB’000
OPERATING ACTIVITIES
Loss for the year	(591,687)	(68,667)
Adjustments for:
Income tax expense	3,987	1,653
Impairment losses under ECL model, net of reversal	111,553	57,874
Finance costs	24,049	39,994
Interest income	(21,311)	(9,883)
Share of results of associates and joint venture	3,739	735
Depreciation of property and equipment	7,251	9,617
Depreciation of right-of-use assets	8,961	6,589
Amortisation of intangible assets	3,165	3,969
Gain on disposal of property and equipment and intangible assets	(354)	(475)
Loss on disposal of interests in an associate	–	7,324
Loss on disposal of interests in a joint venture	139	–
Equity-settled share-based payments	94,697	–
(Gain) loss on fair value changes of financial assets at FVTPL	(2,590)	881
(Gain) loss on fair value changes of financial liabilities at FVTPL	(144,971)	8,004
Loss on fair value changes of derivative financial instruments	2,271	1,139
De-SPAC transaction expenses	373,590	–
Net foreign exchange loss	10,153	1,890
Operating cash flows before movements in working capital	(117,358)	60,644
Decrease (increase) in inventories	7,534	(10,044)
Decrease in trade receivables, prepayments and other receivables	155,790	1,391,879
Increase in receivables at FVTOCI	(299,037)	(412,908)
Increase (decrease) in trade, bills and other payables	967,204	(640,730)
(Decrease) increase in contract liabilities	(28,889)	33,013
Cash generated from operations	685,244	421,854
Income tax paid	(4,537)	(1,909)
NET CASH GENERATED FROM OPERATING ACTIVITIES	680,707	419,945

116 2025 ANNUAL REPORT

Consolidated Statement of Cash Flows (Continued)

For the year ended 31 December 2025

	2025	2024
	RMB’000	RMB’000
INVESTING ACTIVITIES
Interest received	16,316	12,997
Payments for acquisition of interest in associates	(43,000)	–
Proceeds from settlement of derivative financial instruments	9,039	6,315
Payments for settlement of derivative financial instruments	(9,039)	(7,426)
Proceeds from disposal of an associate	–	4,200
Proceeds from disposal of a joint venture	17,244	–
Proceeds from disposal of property and equipment and intangible assets	1,272	598
Proceeds from disposal of financial assets at FVTPL	86,007	545,921
Purchases of property and equipment	(66,020)	(12,398)
Acquisition of financial assets at FVTPL	(88,363)	(545,600)
Cost paid for digital assets	(7,453)	–
Payments for right-of-use assets	(2,178)	(118)
Repayment from related parties	23,340	1,566
Loans to third parties	(20,695)	–
Repayment from loan to third parties	20,695	–
Withdrawal of pledged bank deposits	65,304	70,288
Placement of pledged bank deposits	–	(44,493)
Placement of pledged bank deposits for bills payable related to
transaction services	(1,643,001)	(762,216)
Withdrawal of pledged bank deposits for bills payable related to
transaction services	6,050	130,000
NET CASH USED IN INVESTING ACTIVITIES	(1,634,482)	(600,366)

==> picture [10 x 808] intentionally omitted <==

ZG Group 117

==> picture [9 x 808] intentionally omitted <==

Consolidated Statement of Cash Flows (Continued)

For the year ended 31 December 2025

	2025 RMB’000	2024 RMB’000
FINANCING ACTIVITIES
Proceeds from bills discounted to banks that are not derecognised in
their entirety	352,603	355,761
Repayment of bank borrowings under supplier finance agreements	–	(21,304)
Proceeds from bank and other borrowings	588,439	501,581
Repayments of bank and other borrowings	(404,280)	(684,233)
Repayments of lease liabilities	(9,112)	(8,297)
Interest paid	(23,152)	(39,622)
Payment of accrued issue costs	(25,285)	(907)
Proceeds from PIPE and PEF investors	505,994	–
Net cashflow from Capital Reorganisation (Note 34)	115,769	–
Payment for repurchase of shares	(36,955)	–
NET CASH GENERATED FROM FINANCING ACTIVITIES	1,064,021	102,979
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	110,246	(77,442)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR	240,163	310,904
Effect of foreign exchange rate changes	(440)	6,701
CASH AND CASH EQUIVALENTS AT END OF THE YEAR	349,969	240,163

118 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements

For the year ended 31 December 2025

1. GENERAL INFORMATION AND BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

1.1 General Information

ZG Group (the “Company”) was incorporated in the Cayman Islands as an exempted company with limited liability under the laws of the Cayman Islands on 27 February 2012, and its shares have been listed by way of De-SPAC Transaction on the Main Board of the Stock Exchange on 10 March 2025.

Mr. Wang Dong, Mr. Wang Changhui, and Mr. Rao Huigang, co-founders of the Company, have acted in concert since 2018. Under a Concert Party Agreement (“CPA”) dated 28 August 2023, and a supplemental agreement following the exercise of options under the 2023 Pre-Listing Share Option Scheme, they, along with the entities controlled by Jeremy Global Development Limited, Kiwi Global Development Limited, Restriven Limited, Wangdong Holdings Limited, Pangmao1 Ltd, Wangchanghui Holdings Limited, Pangmao2 Ltd, and Raohuigang Holdings Limited (collectively, the “Concert Parties”), agreed to act in concert for all the operational and others matters at the board meeting or shareholders’ meeting of the Company. These entities are controlled by Mr. Wang Dong, Mr. Wang Changhui, and Mr. Rao Huigang, respectively.

Pursuant to the CPA, the Concert Parties agreed to vote in concert with the others on all operational and strategic matters at the Company’s board or shareholders’ meetings. In case of disputes, they are required to follow Mr. Wang Dong’s instructions. Consequently, Mr. Wang Dong, Mr. Wang Changhui, and Mr. Rao Huigang are collectively the controlling shareholders of the Company.

The addresses of the registered office and principal place of business of the Company are disclosed in the corporate information section to the annual report.

The Company acts as an investment holding company and its subsidiaries, including the consolidated affiliated entities (together, the “Group”), as set out in Note 42, are principally engaged in providing an integrated suite of services across the steel trading value chain, including online steel commerce, logistics, warehousing and processing services, and transaction services for steel in overseas.

The consolidated financial statements are presented in the currency of Renminbi (“RMB”), which is the Company’s functional currency.

==> picture [10 x 808] intentionally omitted <==

ZG Group 119

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

1. GENERAL INFORMATION AND BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.2 Basis of preparation of consolidated financial statements

The consolidated financial statements have been prepared in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board (“IASB”). For the purpose of preparation of consolidated financial statements, information is considered material if such information is reasonably expected to influence decisions made by primary users. In addition, the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”) and by the Hong Kong Companies Ordinance.

Going concern assessment

The directors of the Company have, at the time of approving the consolidated financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.

De-SPAC Transaction

A business combination agreement (“Business Combination Agreement”) was entered into on 31 August 2023 and amended on 9 December 2024 among the Company, ZG Merger Sub Limited, a wholly-owned subsidiary of the Company (the “Merger Sub”) and Aquila Acquisition Corporation (the “Aquila”) as part of the De-SPAC Transaction (as defined below). Aquila was formerly a special purpose acquisition company (“SPAC”) incorporated on 25 November 2021 in Cayman Islands with limited liability company formed for the purpose of acquiring a suitable target that results in the listing of a successor company (referred to as a “De-SPAC Transaction”). Aquila completed its initial public offering on 18 March 2022.

120 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

1. GENERAL INFORMATION AND BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

• 1.2 Basis of preparation of consolidated financial statements (continued)

De-SPAC Transaction (continued)

Upon the completion of the De-SPAC Transaction on 10 March 2025 (the “Closing Date”):

• a) the Merger Sub and Aquila amalgamated and continue as one company, following which the separate existence of Merger Sub will cease and Aquila will continue as the surviving entity and become a direct, wholly-owned subsidiary of the Company;

• b) pursuant to the Business Combination Agreement, (i) each issued and outstanding ordinary share of the Company (other than those beneficially owned by Mr. Wang Dong or Mr. Wang Changhui) was redesignated and reclassified as a class A share of the Company, (ii) each issued and outstanding ordinary share of the Company beneficially owned by Mr. Wang Dong or Mr. Wang Changhui was redesignated and reclassified as a class B share of the Company, and (iii) each existing option of the Company (whether vested or unvested), that is outstanding and unexercised as of immediately prior to the Closing Date was, automatically and without any required action on the part of any holder or beneficiary thereof, be converted into an option to purchase the Company’s class A shares; and

• c) the Company’s 7,869,750 class A shares were issued to the non-redeeming Aquila’s class A shareholders pursuant to the Business Combination Agreement.

The results of Aquila have been consolidated to the Group’s consolidated financial statements since the Closing Date of the De-SPAC Transaction and further details of the De-SPAC Transaction are set out in Note 34.

Contractual Arrangements

The operating activities of the Group are mainly carried out by Zhaogang Netcom and its subsidiaries (collectively, the “Consolidated Affiliated Entities”).

On 14 June 2012, to comply with relevant laws and regulations in PRC which prohibit or restrict foreign ownership of companies that provide value-added telecommunications services, which include certain activities and services operated by the Group, Zhaogang Netcom, together with its then equity holder, Beijing Steel, and Beijing Steel’s then equity holders entered into a series of contractual arrangements with Beijing Gangfu Management Consulting Co., Ltd. (“Beijing Gangfu”), an indirect wholly-owned subsidiary of the Company.

==> picture [10 x 808] intentionally omitted <==

ZG Group 121

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

1. GENERAL INFORMATION AND BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1.2 Basis of preparation of consolidated financial statements (continued)

Contractual Arrangements (continued)

On 18 May 2018, Zhaogang Netcom, together with its then equity holders, and Beijing Gangfu entered into a new series of contractual arrangements (the “Contractual Arrangements”) that supersede and replace in its entirety the prior contractual arrangements dated 14 June 2012. On the same day, the old contractual arrangement between Beijing Steel and Beijing Gangfu was terminated. Accordingly, Beijing Steel was disposed, with insignificant financial impact, and was no longer within the Group since then.

The Contractual Arrangements included exclusive business cooperation agreement, exclusive option agreement, equity pledge agreement, powers of attorney, confirmations from the relevant individual shareholders, spouse undertakings. The Contractual Arrangements can be extended at Beijing Gangfu’s option prior to the expiration date.

The Contractual Arrangements enable Beijing Gangfu to control Zhaogang Netcom by:

• Exercising effective financial and operational control over Zhaogang Netcom;

• Exercising equity holders’ voting rights of Zhaogang Netcom;

• Receiving substantially all of the economic interest returns generated by the Consolidated Affiliated Entities in consideration for the business support, technical and management consultancy services provided by Beijing Gangfu;

• Obtaining an irrevocable and exclusive right to purchase all or part of the interests in Zhaogang Netcom at the lowest purchase price permitted under PRC laws and regulations and exercise such right from time to time in the event that PRC laws and regulations permitted;

• Preventing Zhaogang Netcom to sell, transfer, pledge or dispose of in any manner any material assets of Zhaogang Netcom or legal or beneficial interest in the material business or revenues of Zhaogang Netcom or allow the encumbrance of any secured interest of Zhaogang Netcom without prior consent of Beijing Gangfu; and

• Preventing Zhaogang Netcom to make any distributions to their equity holders without prior consent of Beijing Gangfu.

Pursuant to the Contractual Arrangements, Beijing Gangfu continues to maintain its effective control over Zhaogang Netcom and entitled to all the economic benefits derived from its operations.

122 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

1. GENERAL INFORMATION AND BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

• 1.2 Basis of preparation of consolidated financial statements (continued)

Contractual Arrangements (continued)

The Company does not have any equity interest in the Consolidated Affiliated Entities. However, as a result of the Contractual Arrangements, the Company has power over the Consolidated Affiliated Entities, has rights to variable returns from its involvement with the Consolidated Affiliated Entities and is therefore considered to have control over the Consolidated Affiliated Entities. Consequently, the Company regards the Consolidated Affiliated Entities as indirect subsidiaries. The Group has consolidated the financial position and results of the Consolidated Affiliated Entities in the consolidated financial statements since the date of the Contractual Arrangements.

The summarized financial information of the Consolidated Affiliated Entities is disclosed below.

	Year ended 31 December	Year ended 31 December
	2025	2024
	RMB’000	RMB’000
Revenue	676,843	657,855
Loss for the year	(268,871)	(137,165)
	As at 31 December
	2025	2024
	RMB’000	RMB’000
Total assets	9,150,731	7,205,330
Total liabilities	(9,356,539)	(6,916,778)

==> picture [10 x 808] intentionally omitted <==

ZG Group 123

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION

2.1 Application of new and amendments to IFRS accounting standards

Amendments to an IFRS Accounting Standard that are mandatorily effective for the current year

In the current year, the Group has applied the following amendments to an IFRS Accounting Standard as issued by the International Accounting Standards Board (the “IASB”) for the first time, which are mandatorily effective for the Group’s annual period beginning on 1 January 2025 for the preparation of the consolidated financial statements:

Amendments to IAS 21

Lack of Exchangeability

The application of amendments to an IFRS Accounting Standard in the current year has had no material impact on the Group’s financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements.

New and amendments to IFRS Accounting Standards in issue but not yet effective

The Group has not early applied the following new and amendments to the IFRS Accounting Standards that have been issued but not yet effective:

Amendments to IFRS 9 and IFRS 7	Amendments to the Classification and Measurement
	of Financial Instruments2
Amendments to IFRS 9 and IFRS 7	Contracts Referencing Nature-dependent Electricity2
Amendments to IFRS 10 and IAS 28	Sale or Contribution of Assets between an Investor
	and its Associate or Joint Venture1
Amendments to IFRS	Annual Improvements to IFRS Accounting
Accounting Standards	Standards Volume 112
IFRS 18	Presentation and Disclosure in Financial Statements3
Amendments to IAS 21	Translation to a Hyperinflationary Presentation
	Currency3

1 Effective for annual periods beginning on or after a date to be determined.

2 Effective for annual periods beginning on or after 1 January 2026.

• 3 Effective for annual periods beginning on or after 1 January 2027.

Except for the new IFRS Accounting Standard mentioned below, the directors of the Company anticipate that the application of all other new and amendments to IFRS Accounting Standards will have no material impact on the consolidated financial statements of the Group in the foreseeable future.

124 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

• 2.1 Application of new and amendments to ifrs accounting standards (continued)

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 Presentation and Disclosure in Financial Statements, which sets out requirements on presentation and disclosures in financial statements, will replace IAS 1 Presentation of Financial Statements. This new IFRS Accounting Standard, while carrying forward many of the requirements in IAS 1, introduces new requirements to present specified categories and defined subtotals in the statement of profit or loss; provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements and improve aggregation and disaggregation of information to be disclosed in the financial statements. In addition, some IAS 1 paragraphs have been moved to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (the title of which will be changed to Basis of Preparation of Financial Statements upon effective of IFRS 18) and IFRS 7. Minor amendments to IAS 7 Statement of Cash Flows and IAS 33 Earnings per Share are also made.

IFRS 18, and amendments to other standards, will be effective for annual periods beginning on or after 1 January 2027, with early application permitted. IFRS 18 requires retrospective application with specific transition provisions. The application of the new standard is not expected to have significant impact on the financial performance and positions of the Group in terms of recognition and measurement. However, it is expected to affect the structure and presentation of the consolidated statement of profit or loss. Additional disclosures required for the Group’s MPMs will be disclosed in a separate note to the consolidated financial statements.

2.2 Material accounting policy information

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:

• has power over the investee;

• is exposed, or has rights, to variable returns from its involvement with the investee; and

• has the ability to use its power to affect its returns.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

==> picture [10 x 808] intentionally omitted <==

ZG Group 125

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Basis of consolidation (continued)

When the Group has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Group considers all relevant facts and circumstances in assessing whether or not the Group’s voting rights in an investee are sufficient to give it power, including:

• the size of the Group’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

• potential voting rights held by the Group, other vote holders and other parties;

• rights arising from other contractual arrangements; and

• any additional facts and circumstances that indicate that the Group has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Non-controlling interests in subsidiaries are presented separately from the Group’s equity therein, which represent present ownership interests entitling their holders to a proportionate share of net assets of the relevant subsidiaries upon liquidation.

126 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Acquisition of a subsidiary not constituting a business and settle through allotment of Company’s shares

When the Group acquires a group of assets and liabilities that do not constitute a business, the Group identifies and recognises the individual identifiable assets acquired and liabilities assumed by allocating the purchase price first to the financial assets and financial liabilities at the respective fair values, the remaining balance of the purchase price is then allocated to the other individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction does not give rise to goodwill or bargain purchase gain.

The issue of equity is accounted for as an equity-settled share-based payment transaction and measured indirectly by reference to the fair value of the equity instruments issued in accordance IFRS 2 “Share-based Payment”, any excess of the fair value of the Company’s share issued over the fair value of the SPAC’s identifiable net assets represents a listing service received by the Company and is recognised in profit or loss as De-SPAC Transaction expenses arising from capital reorganisation.

Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see the accounting policy above) less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or group of cash-generating units) that is expected to benefit from the synergies of the combination, which represent the lowest level at which the goodwill is monitored for internal management purposes and not larger than an operating segment.

A cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is tested for impairment annually or more frequently when there is indication that the unit may be impaired. For goodwill arising on an acquisition in an annual period, the cash-generating unit (or group of cash-generating units) to which goodwill has been allocated is tested for impairment before the end of that annual period. If the recoverable amount is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit (or group of cash-generating units).

==> picture [10 x 808] intentionally omitted <==

ZG Group 127

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Goodwill (continued)

On disposal of the relevant cash-generating unit or any of the cash-generating unit within the group of cash-generating units, the attributable amount of goodwill is included in the determination of the amount of profit or loss on disposal. When the Group disposes of an operation within the cash-generating unit (or a cash-generating unit within a group of cash-generating units), the amount of goodwill disposed of is measured on the basis of the relative values of the operation (or the cash-generating unit) disposed of and the portion of the cash-generating unit (or the group of cash-generating units) retained.

The Group’s policy for goodwill arising on the acquisition of an associate and a joint venture is described below.

Investments in associates and a joint venture

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The results and assets and liabilities of associates and joint ventures are incorporated in the consolidated financial statements using the equity method of accounting. The financial statements of associates and a joint venture used for equity accounting purposes are prepared using uniform accounting policies as those of the Group for like transactions and events in similar circumstances.

Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the associate or joint venture. When the Group’s share of losses of an associate or joint venture exceeds the Group’s interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate or joint venture), the Group discontinues recognising its share of further losses. Additional losses are provided for, and a liability is recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

128 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Investments in associates and a joint venture (continued)

An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

The Group assesses whether there is an objective evidence that the interest in an associate or a joint venture may be impaired. When any objective evidence exists, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

When the Group ceases to have significant influence over an associate or joint control over a joint venture, it is accounted for as a disposal of the entire interest in the investee with a resulting gain or loss being recognised in profit or loss. When the Group retains an interest in the former associate or joint venture and the retained interest is a financial asset within the scope of IFRS 9, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition. The difference between the carrying amount of the associate or joint venture and the fair value of any retained interest and any proceeds from disposing of the relevant interest in the associate or joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate or joint venture on the same basis as would be required if that associate or joint venture had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) upon disposal/partial disposal of the relevant associate or joint venture.

When a group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint venture are recognised in the consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group.

==> picture [10 x 808] intentionally omitted <==

ZG Group 129

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Revenue from contracts with customers

Information about the Group’s accounting policies relating to revenue from contracts with customers is provided in Note 4.

Leases

The Group assesses whether a contract is or contains a lease based on the definition under IFRS 16 at inception of the contract. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.

The Group as a lessee

Allocation of consideration to components of a contract

For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

Non-lease components are separated from lease component and are accounted for by applying other applicable standards.

Short-term leases

The Group applies the short-term lease recognition exemption to leases office premises and dormitory that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. Lease payments on short-term leases are recognised as expense on a straight-line basis unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

Right-of-use assets

The cost of right-of-use assets include the amounts of the initial measurement of the lease liabilities.

Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities.

Right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term.

The Group presents right-of-use assets as a separate line item on the consolidated statement of financial position.

130 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

• 2.2 Material accounting policy information (continued)

Leases (continued)

The Group as a lessee (continued)

Refundable rental deposits

Refundable rental deposits paid are accounted under IFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments and included in the cost of right-of-use assets.

Lease liabilities

At the commencement date of a lease, the Group recognises and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. The incremental borrowing rate depends on the term, currency and start date of the lease.

The lease payments include:

• fixed payments (including in-substance fixed payments) less any lease incentives receivable; and

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date.

After the commencement date, lease liabilities are adjusted by interest accretion and lease payments.

The Group presents lease liabilities as a separate line item on the consolidated statement of financial position.

==> picture [10 x 808] intentionally omitted <==

ZG Group 131

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Foreign currencies

In preparing the financial statements of each individual group entity, transactions in currencies other than the functional currency of that entity (foreign currencies) are recognised at the rates of exchanges prevailing on the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are recognised in profit or loss in the period in which they arise.

For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into the presentation currency of the Group (i.e. RMB) using exchange rates prevailing at the end of each reporting period. Income and expenses items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity under the heading of other reserve (attributed to non-controlling interests as appropriate).

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

Government grants

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate.

Government grants related to income that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable. Such grants are presented under “other income”.

132 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

• 2.2 Material accounting policy information (continued)

Employee benefits

Retirement benefits costs

Payments to defined contribution retirement benefit plans/state-managed retirement benefit schemes/the mandatory provident fund scheme are recognised as an expense when employees have rendered service entitling them to the contributions.

Short-term employee benefits

Short-term employee benefits are recognised at the undiscounted amount of the benefits expected to be paid as and when employees rendered the services. All short-term employee benefits are recognised as an expense unless another IFRS Accounting Standard requires or permits the inclusion of the benefit in the cost of an asset.

A liability is recognised for benefits accruing to employees (such as wages and salaries) after deducting any amount already paid.

Share-based payments

Equity-settled share-based payment transactions

Share options granted to employees

Equity-settled share-based payments to employees (including directors of the Company) are measured at the fair value of the equity instruments at the grant date.

The fair value of the equity-settled share-based payments determined at the grant date without taking into consideration all non-market vesting conditions is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest, with a corresponding increase in equity (equity-settled share-based compensation reserve). At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest based on assessment of all relevant non-market vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled share-based compensation reserve. For share options that vest immediately at the date of grant, the fair value of the share options granted is expensed immediately to profit or loss.

When the share options are exercised, the amount previously recognised in equity-settled share-based compensation reserve will be transferred to share capital and share premium. When the share options are forfeited after the vesting date or are still not exercised at the expiry date, the amount previously recognised in equity-settled share-based compensation reserve will continue to be held in equity-settled share-based compensation reserve.

==> picture [10 x 808] intentionally omitted <==

ZG Group 133

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Restricted share award payment transactions

For shares of the Group granted under 2025 Share Award Scheme (“Restricted Shares”, as defined in Note 32), the fair value of the employee services received is determined by reference to the fair value of the Restricted Shares granted at the grant date and is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity (equity-settled share-based compensation reserve). At the end of each reporting period, the Group revises its estimates of the number of Restricted Shares that are expected to vest based on assessment of all relevant non-market vesting conditions. The impact of the revision of the estimates, if any, is recognized in the profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity-settled share-based compensation reserve.

When the Restricted Shares are vested, the amount previously recognized in equity-settled share-based compensation reserve will be transferred to share premium.

Taxation

Income tax expense represents the sum of current and deferred income tax expense.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from loss before tax because of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of each reporting period.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit and at the time the transaction does not give rise to equal taxable and deductible temporary differences. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint venture, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

134 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Taxation (continued)

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rate (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

For leasing transactions in which the tax deductions are attributable to the lease liabilities, the Group applies IAS 12 requirements to the lease liabilities and the related assets separately. The Group recognises a deferred tax asset related to lease liabilities to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised and a deferred tax liability for all taxable temporary differences.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied to the same taxable entity by the same taxation authority.

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

==> picture [10 x 808] intentionally omitted <==

ZG Group 135

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Property and equipment

Property and equipment are tangible assets that are held for use in the supply of services, or for administrative purposes. Property and equipment are stated in the consolidated statement of financial position at cost less subsequent accumulated depreciation and subsequent accumulated impairment losses, if any.

Buildings and equipment in the course of construction for production, supply or administrative purposes are carried at cost, less any recognised impairment loss. Costs include any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management, including costs of testing whether the related assets is functioning properly and, for qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

When the Group makes payments for ownership interests of properties which includes both leasehold land and building elements, the entire consideration is allocated between the leasehold land and the building elements in proportion to the relative fair values at initial recognition. To the extent the allocation of the relevant payments can be made reliably, interest in leasehold land is presented as “right-of-use assets” in the consolidated statement of financial position. When the consideration cannot be allocated reliably between non-lease building element and undivided interest in the underlying leasehold land, the entire properties are classified as property and equipment.

Depreciation is provided to write off the cost of items of property and equipment other than construction in progress less their residual values over their estimated useful lives using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset is determined as the difference between the net disposal proceeds and the carrying amount of the item is recognised in profit or loss.

136 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

• 2.2 Material accounting policy information (continued)

Intangible assets

Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at costs less accumulated amortisation and any accumulated impairment losses. Amortisation for intangible assets with finite useful lives is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Internally-generated intangible assets – research and development expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development activities (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

• the technical feasibility of completing the intangible

• asset so that it will be available for use or sale;

• the intention to complete the intangible asset and use or sell it;

• the ability to use or sell the intangible asset;

• how the intangible asset will generate probable future economic benefits;

• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally-generated intangible asset is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognized, development expenditure is recognized in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses (if any), on the same basis as intangible assets that are acquired separately.

==> picture [10 x 808] intentionally omitted <==

ZG Group 137

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Intangible assets (continued)

Intangible assets acquired in a business combination

Intangible assets acquired in a business combination are recognised separately from goodwill and are initially recognised at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination with finite useful lives are reported at costs less accumulated amortisation and any accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Intangible assets acquired in a business combination with indefinite useful lives are carried at cost less any subsequent accumulated impairment losses.

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains and losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

Impairment on property and equipment, right-of-use assets, and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its property and equipment, right-of-use assets, intangible assets with finite useful lives to determine whether there is any indication that these assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the relevant asset is estimated in order to determine the extent of the impairment loss (if any). Intangible assets with indefinite useful lives are tested for impairment at least annually, and whenever there is an indication that they may be impaired.

The recoverable amount of property and equipment, right-of-use assets, and intangible assets are estimated individually. When it is not possible to estimate the recoverable amount individually, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

In testing a cash-generating unit for impairment, corporate assets are allocated to the relevant cash-generating unit when a reasonable and consistent basis of allocation can be established, or otherwise they are allocated to the smallest group of cash generating units for which a reasonable and consistent allocation basis can be established. The recoverable amount is determined for the cash-generating unit or group of cash-generating units to which the corporate asset belongs, and is compared with the carrying amount of the relevant cash-generating unit or group of cash-generating units.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset (or a cash-generating unit) for which the estimates of future cash flows have not been adjusted.

138 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Impairment on property and equipment, right-of-use assets, and intangible assets other than goodwill (continued)

If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or a cash-generating unit) is reduced to its recoverable amount. For corporate assets or portion of corporate assets which cannot be allocated on a reasonable and consistent basis to a cash-generating unit, the Group compares the carrying amount of a group of cash-generating units, including the carrying amounts of the corporate assets or portion of corporate assets allocated to that group of cash-generating units, with the recoverable amount of the group of cash-generating units. In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit or the group of cash-generating units. The carrying amount of an asset is not reduced below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the group of cash-generating units. An impairment loss is recognised immediately in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit or a group of cash-generating units) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or a cash-generating unit or a group of cash-generating units) in prior years. A reversal of an impairment loss is recognised in profit or loss immediately.

Cash and cash equivalents

Cash and cash equivalents presented on the consolidated statement of financial position include:

• (a) cash, which comprises of cash on hand and demand deposits; and

• (b) cash equivalents, which comprises of short-term deposits (generally with original maturity of three months or less). Cash equivalents are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

For the purposes of the consolidated statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.

==> picture [10 x 808] intentionally omitted <==

ZG Group 139

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Inventories

Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first-in-first-out method. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. Costs necessary to make the sale include incremental costs directly attributable to the sale and non-incremental costs which the Group must incur to make the sale including costs to be incurred in marketing, selling and distribution.

Financial instruments

Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value except for trade receivables arising from contracts with customers which are initially measured in accordance with IFRS 15. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets or financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognised immediately in profit or loss.

The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability and of allocating interest income and interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts and payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial asset or financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Interest income which are derived from the Group’s ordinary course of business are presented as revenue.

140 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

• 2.2 Material accounting policy information (continued)

Financial instruments (continued)

Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established generally by regulation or convention in the market place concerned.

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Classification and subsequent measurement of financial assets

Financial assets that meet the following conditions are subsequently measured at amortised cost:

• the financial asset is held within a business model whose objective is to collect contractual cash flows; and

• the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets that meet the following conditions are subsequently measured at FVTOCI:

• the financial asset is held within a business model whose objective is achieved by both selling and collecting contractual cash flows; and

• the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

==> picture [10 x 808] intentionally omitted <==

ZG Group 141

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Financial instruments (continued)

Financial assets (continued)

Classification and subsequent measurement of financial assets (continued)

All other financial assets are subsequently measured at FVTPL.

(i) Amortised cost and interest income

Interest income is recognised using the effective interest method for financial assets measured subsequently at amortised cost and debt instruments/receivables subsequently measured at FVTOCI. Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for financial assets that have subsequently become credit-impaired (see below). For financial assets that have subsequently become credit-impaired, interest income is recognised by applying the effective interest rate to the amortised cost of the financial asset from the next reporting period. If the credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount of the financial asset from the beginning of the reporting period following the determination that the asset is no longer credit-impaired.

(ii) Financial assets classified as at FVTOCI

Subsequent changes in the carrying amounts for financial assets classified as at FVTOCI as a result of interest income calculated using the effective interest method are recognised in profit or loss. The amounts that are recognised in profit or loss are the same as the amounts that would have been recognised in profit or loss if these debt instruments/ receivables had been measured at amortised cost. All other changes in the carrying amount of these receivables are recognised in other comprehensive income and accumulated under the heading of other reserve. Impairment allowances are recognised in profit or loss with corresponding adjustment to other comprehensive income without reducing the carrying amounts of these receivables. When these receivables are derecognised, the cumulative gains or losses previously recognised in other comprehensive income are reclassified to profit or loss.

(iii) Financial assets at FVTPL

Financial assets that do not meet the criteria for being measured at amortised cost or FVTOCI or designated as FVTOCI are measured at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss. The net gain or loss recognised in profit or loss excludes any dividend or interest earned on the financial asset and is included in the “other gains and losses” line item.

142 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

• 2.2 Material accounting policy information (continued)

Financial instruments (continued)

Impairment of financial assets subject to impairment assessment under IFRS 9

The Group performs impairment assessment under ECL model on financial assets including trade receivables, other receivables and receivables at FVTOCI which are subject to impairment assessment under IFRS 9. The amount of ECL is updated at each reporting date to reflect changes in credit risk since initial recognition.

Lifetime ECL represents the ECL that will result from all possible default events over the expected life of the relevant instrument. In contrast, 12-month ECL (“12m ECL”) represents the portion of lifetime ECL that is expected to result from default events that are possible within 12 months after the reporting date. Assessments are done based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of past events and current conditions at the reporting date as well as the forecast of future economic conditions.

The Group always recognises lifetime ECL for trade receivables resulting from transactions that are within the scope of IFRS 15.

For all other instruments, the Group measures the loss allowance equal to 12m ECL, unless there has been a significant increase in credit risk since initial recognition, in which case the Group recognises lifetime ECL. The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition.

==> picture [10 x 808] intentionally omitted <==

ZG Group 143

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Financial instruments (continued)

Impairment of financial assets subject to impairment assessment under IFRS 9 (continued)

(i) Significant increase in credit risk

In assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort.

In particular, the following information is taken into account when assessing whether credit risk has increased significantly:

• an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating;

• significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor;

• existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations;

• an actual or expected significant deterioration in the operating results of the debtor;

• an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations.

Irrespective of the outcome of the above assessment, the Group presumes that the credit risk has increased significantly since initial recognition when contractual payments are aged more than 180 days, unless the Group has reasonable and supportable information that demonstrates otherwise.

144 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Financial instruments (continued)

Impairment of financial assets subject to impairment assessment under IFRS 9 (continued)

(i) Significant increase in credit risk (continued)

Despite the foregoing, the Group assumes that the credit risk on the other financial instrument has not increased significantly since initial recognition if the other financial instruments (not including trade receivables resulting from transactions that are within the scope of IFRS 15) are determined to have low credit risk at the reporting date. Other financial instruments are determined to have low credit risk if (i) it has a low risk of default, (ii) the borrower has a strong capacity to meet its contractual cash flow obligations in the near term and (iii) adverse changes in economic and business conditions in the longer term may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations. The Group considers other financial instruments to have low credit risk when it has an internal or external credit rating of “investment grade” in accordance with the globally understood definition or if an external rating is not available, the asset has an internal rating of “performing”. Performing means that the counterparty has a low risk of default (i.e. stated-owned enterprise and government-linked corporation) and the contractual payment are aged less than 180 days.

The Group regularly monitors the effectiveness of the criteria used to identify whether there has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are capable of identifying significant increase in credit risk before the amount becomes past due.

(ii) Definition of default

For internal credit risk management, the Group considers an event of default occurs when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collaterals held by the Group).

Irrespective of the above analysis, the Group considers that default has occurred when a financial asset is more than 90 days past due for corporate/individual debtors unless the Group has reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

==> picture [10 x 808] intentionally omitted <==

ZG Group 145

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Financial instruments (continued)

Impairment of financial assets subject to impairment assessment under IFRS 9 (continued)

(iii) Credit-impaired financial assets

A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events:

• (a) significant financial difficulty of the issuer or the borrower;

• (b) a breach of contract, such as a default or past due event;

• (c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;

• (d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or

• (e) the disappearance of an active market for that financial asset because of financial difficulties.

• (iv) Write-off policy

The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, for example, when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Financial assets written off may still be subject to enforcement activities under the Group’s recovery procedures, taking into account legal advice where appropriate. A write-off constitutes a derecognition event. Any subsequent recoveries are recognised in profit or loss.

146 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Financial instruments (continued)

Impairment of financial assets subject to impairment assessment under IFRS 9 (continued)

• (v) Measurement and recognition of ECL

The measurement of ECL is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability of default and loss given default is based on historical data and forward-looking information. Estimation of ECL reflects an unbiased and probability-weighted amount that is determined with the respective risks of default occurring as the weights.

Generally, the ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the effective interest rate determined at initial recognition.

Trade and other receivables that are credit-impaired are assessed for ECL individually. Lifetime ECL for remaining trade receivables are considered on a collective basis taking into consideration past due information and relevant credit information such as forward looking macroeconomic information.

For collective assessment, the Group takes into consideration the following characteristics when formulating the grouping:

• Past-due status;

• Nature, size and industry of debtors; and

• External credit ratings where available.

The grouping is regularly reviewed by management to ensure the constituents of each group continue to share similar credit risk characteristics.

Interest income is calculated based on the gross carrying amount of the financial asset unless the financial asset is credit-impaired, in which case interest income is calculated based on amortised cost of the financial asset.

Except for financial assets that are measured at FVTOCI, the Group recognises an impairment gain or loss in profit or loss for all financial instruments by adjusting their carrying amount, with the exception of trade receivables and other receivables where the corresponding adjustment is recognised through a loss allowance account.

==> picture [10 x 808] intentionally omitted <==

ZG Group 147

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Foreign exchange gains and losses

The carrying amount of financial assets that are denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period. Specifically:

• For financial assets measured at amortised cost, exchange differences are recognised in profit or loss in the ‘Other gains and losses’ line item as part of the net foreign exchange gain/(loss);

• For financial assets measured at FVTOCI, exchange differences on the amortised cost of the debt instrument are recognised in profit or loss in the ‘Other gains and losses’ line item as part of the net foreign exchange gain/(loss). As the foreign currency element recognised in profit or loss is the same as if it was measured at amortised cost, the residual foreign currency element based on the translation of the carrying amount (at fair value) is recognised in other comprehensive income in the other reserve;

• For financial assets measured at FVTPL, exchange differences are recognised in profit or loss in the ‘Other gains and losses’ line item as part of the fair value gain/(loss) of financial assets.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. In addition, on derecognition of financial assets measured at FVTOCI, the cumulative gain or loss previously accumulated in other reserve is reclassified to profit or loss.

148 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

• 2.2 Material accounting policy information (continued)

Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

Financial liabilities at amortised cost

Financial liabilities, including trade, bills and other payables, advances received from buyers in relation to transaction services and transaction support services, and bank and other borrowings are subsequently measured at amortised cost, using the effective interest method.

==> picture [10 x 808] intentionally omitted <==

ZG Group 149

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

• 2.2 Material accounting policy information (continued)

Financial liabilities and equity (continued)

Financial liabilities (continued)

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a business combination to which IFRS 3 applies, (ii) held for trading or (iii) it is designated as at FVTPL.

A financial liability is held for trading if:

• it has been incurred principally for the purpose of repurchasing it in the near term; or

• on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or

• it is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.

A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a business combination may be designated as at FVTPL upon initial recognition if:

• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

• the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

• it forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at FVTPL.

For financial liabilities that are designated as at FVTPL, the amount of changes in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss.

150 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Financial liabilities and equity (continued)

Financial liabilities (continued)

Preferred shares

The preferred shares are initially recognised at fair value. The Group does not account for the embedded derivatives separately from the host contract and designates the entire preferred shares as financial liabilities at FVTPL with fair value change recognised in “fair value changes of financial liabilities at FVTPL” in profit or loss.

Given that the preferred shares include counterparty conversion options that do not meet equity instruments classification by applying IAS 32, and the convertible options are exercisable by the holders anytime, such convertible preferred shares designated at FVTPL are classified as current liabilities when the holders have the options to convert within twelve months after the reporting period.

Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are recognised in the ‘Other gains and losses’ line item in profit or loss as part of net foreign exchange gain/(loss) for financial liabilities.

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss for financial liabilities.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

==> picture [10 x 808] intentionally omitted <==

ZG Group 151

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

2. APPLICATION OF NEW AND AMENDMENTS TO IFRS ACCOUNTING STANDARDS AND MATERIAL ACCOUNTING POLICY INFORMATION (CONTINUED)

2.2 Material accounting policy information (continued)

Financial liabilities and equity (continued)

Financial liabilities (continued)

Derivative financial instruments

Derivatives are initially recognised at fair value at the date when derivative contracts are entered into and are subsequently remeasured to their fair value at the end of the reporting period. The resulting gain or loss is recognised in profit or loss.

A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not due to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group’s accounting policies, the management of the Group is required to make judgements, estimates and assumptions about the carrying amounts of assets that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and further periods.

Critical judgements in applying accounting policies

The following is the critical judgements, apart from those involving estimations (see below), that the directors of the Company have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements.

152 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (CONTINUED)

Critical judgements in applying accounting policies (continued)

Consolidation of structured entities

The directors of the Company assessed whether or not the Group has control over the Consolidated Affiliated Entities based on whether the Group has power over the Consolidated Affiliated Entities, has rights to variable returns from its involvement with the Consolidated Affiliated Entities and has the ability to affect those returns through its power over the Consolidated Affiliated Entities. After assessment, the directors of the Company concluded that the Group has control over the Consolidated Affiliated Entities as a result of the Contractual Arrangements and other measures. Details of the Contractual Arrangement are set out under the header “Contractual Arrangements” in Note 1.2.

Nevertheless, the Contractual Arrangements and other measures may not be as effective as direct legal ownership in providing the Group with direct control over the Consolidated Affiliated Entities and the future changes in the PRC legal system from time to time could affect the Group’s beneficiary rights of the results, assets and liabilities of the Consolidated Affiliated Entities in the future. The directors of the Company, based on the advice of its legal counsel, consider that the contractual arrangements in relation to Consolidated Affiliated Entities are in compliance with the relevant PRC laws and are legally enforceable.

Control over an entity for which the Group does not have more than 50% ownership interest

Shanghai Tengcai Technology Co., Ltd. (previously known as FatCat Cloud (Shanghai) Technology Co., Ltd., “Tengcai”) is accounted for as a subsidiary of the Group even though the Group has only 48.06% ownership interest in this entity.

Management of the Company assessed whether the Group has control over this entity based on whether the Group has the practical ability to direct the relevant activities of Tengcai unilaterally. In making their judgement, management considers the Group’s voting rights arising from the contractual arrangements, in which the Group has entered into a power of attorney with Tianjin Pangmao Yuanzheng Business Management Partnership (L.P.) (“Pangmao Yuanzheng”), one of the shareholders of Tengcai. Following that, Pangmao Yuanzheng transferred its 5.34% voting rights in Tengcai to the Group, accordingly the Group’s voting rights in Tengcai increased from 48.06% to 53.40%. After the assessment, management concludes that the Group has dominant voting rights and power to direct the relevant activities of Tengcai and therefore the Group has unilateral control over Tengcai.

==> picture [10 x 808] intentionally omitted <==

ZG Group 153

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (CONTINUED)

Critical judgements in applying accounting policies (continued)

Principal versus agent

As more fully disclosed in Note 4, in determining whether the Group is acting as a principal or as an agent in the sales of goods and services requires judgement and consideration of all relevant facts and circumstances. In evaluation of the Group acting as a principal or an agent, the Group considers whether it obtains control of the goods and if necessary, also considers individually or in combination, whether the Group is primarily responsible for fulfilling the contracts, is subject to inventory risk, has discretion in establishing prices for the goods and services. Significant judgement is required when inventory risk is not significant. Having considered the relevant facts and circumstances, management considers that the Group obtains control of goods sold for direct sales while the Group does not obtain control of goods sold for transaction services before the goods are transferred to the customers. Accordingly, the Group is acting as a principal for the direct sales and the corresponding revenue is presented on a gross basis while the Group is acting as an agent for transaction services and the corresponding revenue is presented on a net basis.

Key sources of estimation uncertainty

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets within the next financial year.

Estimated loss allowance of trade and other receivables

Trade and other receivables that are credit-impaired are assessed for ECL individually. For the remaining trade and other receivables, the Group applies a collective assessment by grouping the debtors based on shared credit risk characteristics. Subsequently, the Group determines the internal credit rating and provision rates for each group. The provision rates are based on the Group’s reasonable and supportable information, including credit worthiness, past collection history, subsequent receipts from the debtors, future economic conditions of the industry in which the debtors operate, and any forward-looking information that is available without undue cost efforts.

The provision of ECL is sensitive to changes in estimates. The information about the ECL in the Group’s trade and other receivables is disclosed in Note 38.

154 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (CONTINUED)

Key sources of estimation uncertainty (continued)

Estimated impairment of goodwill and intangible assets with indefinite life

Determining whether goodwill and intangible assets with indefinite life are impaired requires an estimation of the recoverable amount of the cash-generating unit to which goodwill and intangible assets with indefinite life has been allocated, which is the higher of the value in use and fair value less costs of disposal. The value in use calculation requires the Group to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate the present value. Where the actual future cash flows are less than expected, or changes in facts and circumstances which result in downward revision of future cash flows or upward revision of discount rate, a material impairment loss or further impairment loss may arise.

As at 31 December 2025, the carrying amount of goodwill and intangible assets with indefinite life was approximately RMB124,954,000 (2024: RMB124,954,000). Details of the impairment test are set out in Note 19.

==> picture [10 x 808] intentionally omitted <==

ZG Group 155

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

4. REVENUE

(i) Disaggregation of revenue

==> picture [418 x 72] intentionally omitted <==

----- Start of picture text -----

Year ended 31 December 2025
Transaction Technology Overseas Non-steel
Transaction support subscription transaction transaction
Segments services services services business business Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
----- End of picture text -----

Revenue from contracts
with customers
Commission income	262,756	–	–	–	2,668	265,424
Service income	–	489,617	28,966	–	–	518,583
Sales of goods	–	–	–	1,017,444	318,851	1,336,295
Total	262,756	489,617	28,966	1,017,444	321,519	2,120,302
Timing of revenue recognition
from contracts with customers
A point in time	262,756	1,120	–	1,017,444	321,519	1,602,839
Over time	–	488,497	28,966	–	–	517,463
	262,756	489,617	28,966	1,017,444	321,519	2,120,302

156 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

4. REVENUE (CONTINUED)

(i) Disaggregation of revenue (continued)

		Year ended 31 December	Year ended 31 December	2024
		Transaction	Technology	Overseas	Non-steel
	Transaction	support	subscription	transaction	transaction
Segments	services	services	services	business	business	Total
	RMB’000	RMB’000	RMB’000	RMB’000	RMB’000	RMB’000
Commission income	313,160	–	–	–	2,642	315,802
Service income	–	414,152	28,296	–	–	442,448
Sales of goods	–	–	–	593,308	181,534	774,842
Revenue from contracts
with customers	313,160	414,152	28,296	593,308	184,176	1,533,092
Interest income	–	17,951	–	–	–	17,951
Total	313,160	432,103	28,296	593,308	184,176	1,551,043
Timing of revenue recognition
from contracts with customers
A point in time	313,160	2,214	–	593,308	184,176	1,092,858
Over time	–	411,938	28,296	–	–	440,234
	313,160	414,152	28,296	593,308	184,176	1,533,092

(ii) Performance obligations for contracts with customers and revenue recognition policies

Commission income

Transaction services

The Group acts as an agent and earns commission income by arranging the provision of steel products by steel sellers to steel buyers. For steel buyers which are classified as key accounts, the Group charges commission fees to key accounts directly, whereas for the remaining steel buyers, the Group charges commission fees to steel sellers. Commission income is recognised on a net basis when the underlying transaction is completed, representing the point in time at which the right to commission fee becomes unconditional.

==> picture [10 x 808] intentionally omitted <==

ZG Group 157

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

4. REVENUE (CONTINUED)

(ii) Performance obligations for contracts with customers and revenue recognition policies (continued)

Commission income (continued)

Non-steel transaction business

The Group acts as an agent for certain customers and earns commission income by arranging the provision of non-steel products by sellers to buyers. Commission income is recognised on a net basis when the underlying transaction is completed, representing the point in time at which the right to commission fee becomes unconditional.

Service income

Transaction support services

The Group provides logistics, warehousing, processing and transaction settlement services to customers.

The Group renders logistics services to the customers who are mainly steel buyers when the goods are delivered from origin to destination as specified in the contracts. Revenue is recognised over time as customers simultaneously receive and consume the benefits provided by the Group’s performance as the goods were delivered from one location to another.

Revenue from provision of warehousing services to steel buyers is charged at a fixed rate on a per-day and per-ton basis. The warehousing service revenue is recognised over time by reference to the progress towards complete satisfaction of the relevant performance obligation as the buyers simultaneously receive and consume the benefits provided by the Group when the Group renders the service.

Revenue from provision of processing services is charged to the steel buyers on a per-ton basis and is recognised at a point in time when the processing services are rendered to the steel buyers.

158 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

4. REVENUE (CONTINUED)

• (ii) Performance obligations for contracts with customers and revenue recognition policies (continued)

Service income (continued)

Transaction settlement services

• Trilateral Bai Tiao (三方白條)

The Group typically enters into cooperation agreements with collaborative financial institutions, and enters into technical service agreements with steel buyers of the Group (“Trilateral Bai Tiao users”), whereas Trilateral Bai Tiao users enter into credit facility agreements with the financial institutions directly in order to obtain the funding specifically for the purpose of purchasing steel products from the Group. The Group charges financial institutions a service fee based on a fixed rate on the provided funding on a per-day basis. Revenue from Trilateral Bai Tiao is recognised by the Group at a point in time when the financial institutions contracted with the Trilateral Biao Tiao users for providing the credit funding, with variable considerations as the days of the funding used by the steel buyers are uncertain. Revenue from technical service fee charged to Trilateral Bai Tiao users is recognised over the service period when services are rendered. The Group has ceased providing Trilateral Bai Tiao services in August 2024.

• Trilateral Easy Procurement (三方易採)

The Group partners with non-bank capital providers, such as state-owned enterprises, and serves as a bridge linking these non-bank capital providers to the steel buyers who require funding to purchase steel products (“Trilateral Easy Procurement users”). Under this Trilateral Easy Procurement model, the non-bank capital providers would pay the upstream steel mills or distributors on behalf of the Trilateral Easy Procurement users and the Group charge such non-bank capital providers a service fee based on a fixed rate on the provided funding on a per-day basis. Revenue from Trilateral Easy Procurement is recognised at a point in time when the non-bank capital providers entered contracts with the Trilateral Easy Procurement users for the provision of such transaction settlement services, with variable considerations as the days of the funding used by the Trilateral Easy Procurement users are uncertain. The Group has ceased providing Trilateral Easy Procurement services in August 2024.

Technology subscription services

The Group provides digital transaction solutions via digital platforms to facilitate transaction services among users, including SaaS services, data analytics and other value-added services.

Revenue from technology subscription services is recognised over the service period when services are rendered.

==> picture [10 x 808] intentionally omitted <==

ZG Group 159

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

4. REVENUE (CONTINUED)

(ii) Performance obligations for contracts with customers and revenue recognition policies (continued)

Sales of goods

Overseas transaction business

Under the direct sales business model, the Group procures steel products from steel suppliers and distributes to customers through its overseas distribution channels. Revenue from sales of goods is recognised at a point in time, being the time the products are received by the customers at the premises specified in the contract.

Non-steel transaction business

Under the direct sales business model, the Group procures non-steel products from domestic manufacturers, manages inventories and sells non-steel products to domestic third-party customers. Revenue from sales of goods is recognised at a point in time, being the products are received by the customers at the premises specified in the contract.

(iii) Transaction price allocated to the remaining performance obligations for contracts with customers

Contract liabilities	2025 RMB’000	2024 RMB’000
Transaction services	15,505	13,861
Transaction support services	801	110
Technology subscription services	20,018	24,583
Overseas transaction business	12,788	39,447
	49,112	78,001

As at 1 January 2024, contract liabilities amounted to RMB44,988,000.

Revenue of RMB67,045,000, that was included in the contract liabilities at the beginning of the year, was recognized during the year ended 31 December 2025 (2024: RMB28,090,000).

160 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

4. REVENUE (CONTINUED)

(iii) Transaction price allocated to the remaining performance obligations for contracts with customers (continued)

The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) arose from technology subscription services as at 31 December 2025 and the expected timing of recognising revenue are as follows:

	2025	2024
	RMB’000	RMB’000
Within one year	11,438	13,627
More than one year but not more than two years	4,254	4,311
More than two years	4,326	6,645
	20,018	24,583

As at 31 December 2025, contract liabilities arising apart from technology subscription services will be recognised as revenue within one year. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.

(iv) Interest income under transaction support services segment

The Group provides integrated transaction settlement services and services in allowing customers more flexibility in terms of making settlement directly to eligible steel buyers and steel sellers, through the provision of “Bilateral Bai Tiao” (二方白條) and “Bilateral Easy Procurement” (二方易採).

Bilateral Bai Tiao – The Group provides transaction settlement services to eligible steel buyers directly who use the Bilateral Bai Tiao products to enjoy extended payment terms for their purchases from the Group. The Group has ceased operation of Bilateral Bai Tiao services in August 2024.

Bilateral Easy Procurement – The Group provides transaction settlement services to eligible steel buyers directly who use the Bilateral Easy Procurement services to procure from upstream steel mills or distributors on extended credit terms. The Group has ceased operation of Bilateral Easy Procurement services in August 2024.

Interest income from the aforementioned services is accrued on a timely basis, by reference to the principal outstanding and at the effective interest rate.

==> picture [10 x 808] intentionally omitted <==

ZG Group 161

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

5. SEGMENT INFORMATION

Information reported to the executive directors of the Company, being the chief operating decision makers (“CODMs”), for the purposes of resource allocation and assessment of segment performance focuses on types of goods or services delivered or provided.

For transaction support services, the information reported to CODMs is further categorised into different single services, each of which is considered as a separate operating segment by the CODMs. For segment reporting, these individual operating segments have been aggregated into a single reportable segment. These operating segments share similar economic characteristics, nature of the services and type of customers.

The Group’s reportable segments are therefore as follows:

• Transaction services segment – The Group acts as agent and earns commission from trading steel products via its online platform.

• Transaction support services segment – The Group provides customers with one-stop logistics, warehouse and processing services, as well as integrated transaction settlement services. The integrated transaction settlement services offers the buyers and sellers different financing and/or settlement options to facilitate the transactions with the Group, namely “FatCat Bai Tiao” (胖貓白 條) and “FatCat Easy Procurement” (胖貓易採). “FatCat Bai Tiao” (胖貓白條) includes “Bilateral Bai Tiao” (二方白條) and “Trilateral Bai Tiao” (三方白條). “FatCat Easy Procurement” (胖貓易採) includes “Bilateral Easy Procurement” (二方易採) and “Trilateral Easy Procurement” (三方易採). The Group has ceased operations of FatCat Bai Tiao and FatCat Easy Procurement in August 2024.

• Technology subscription services segment – The Group provides digital transaction solutions via digital platforms to facilitate transaction services among users, including SaaS services, data analytics and other value-added services.

• Overseas transaction business segment – The Group procures steel products from manufacturers, manages inventories and distributes to overseas customers through its overseas distribution channels.

• Non-steel transaction business – The Group procures non-steel products from manufacturers, manages inventories and sells to domestic third-party customers. For certain customers, the Group acts as agent and earns commissions from trading non-steel products.

162 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

5. SEGMENT INFORMATION (CONTINUED)

An analysis of the Group’s revenue and results by reportable segments is as below:

For the year ended 31 December 2025

==> picture [447 x 59] intentionally omitted <==

----- Start of picture text -----

Transaction Technology Overseas Non-steel
Transaction support subscription transaction transaction
services services services business business Elimination Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
----- End of picture text -----

REVENUE
Commission income	262,756	–	–	–	2,668	–	265,424
Service income	–	489,617	28,966	–	–	–	518,583
External sales of goods	–	–	–	1,017,444	318,851	–	1,336,295
Inter-segment revenue	372,301	–	1,752	–	–	(374,053)	–
	635,057	489,617	30,718	1,017,444	321,519	(374,053)	2,120,302
SEGMENT (LOSS) PROFIT	(136,106)	(10,379)	7,294	26,957	605	–	(111,629)
Unallocated
Other income and other gains
and losses							17,454
Selling and distribution
expenses							(62,845)
Administrative expenses							(127,089)
Research and development
expenses							(5,103)
Professional fees and expenses
related to De-SPAC
Transaction							(44,671)
De-SPAC transaction expenses							(373,590)
Finance costs							(24,049)
Fair value changes of financial
assets at FVTPL							2,590
Fair value changes of financial
liabilities at FVTPL							144,971
Share of results of associates
and joint venture							(3,739)
Loss before tax							(587,700)
Income tax expense							(3,987)
Loss for the year							(591,687)

==> picture [10 x 808] intentionally omitted <==

ZG Group 163

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

5. SEGMENT INFORMATION (CONTINUED)

For the year ended 31 December 2024

		Transaction	Technology	Overseas	Non-steel
	Transaction	support	subscription	transaction	transaction
	services	services	services	business	business	Elimination	Total
	RMB’000	RMB’000	RMB’000	RMB’000	RMB’000	RMB’000	RMB’000
REVENUE
Commission income	313,160	–	–	–	2,642	–	315,802
Service income	–	414,152	28,296	–	–	–	442,448
External sales of goods	–	–	–	593,308	181,534	–	774,842
Interest income	–	17,951	–	–	–	–	17,951
Inter-segment revenue	335,176	–	4,001	–	–	(339,177)	–
	648,336	432,103	32,297	593,308	184,176	(339,177)	1,551,043
SEGMENT PROFIT	30,315	23,813	6,070	17,851	6,481	–	84,530
Unallocated
Other income and other gains
and losses							42,613
Selling and distribution
expenses							(12,736)
Administrative expenses							(77,127)
Research and development
expenses							(44,983)
Professional fees and expenses
related to De-SPAC
Transaction							(9,697)
Finance costs							(39,994)
Fair value changes of financial
assets at FVTPL							(881)
Fair value changes of financial
liabilities at FVTPL							(8,004)
Share of results of associates
and joint venture							(735)
Loss before tax							(67,014)
Income tax expense							(1,653)
Loss for the year							(68,667)

164 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

5. SEGMENT INFORMATION (CONTINUED)

The accounting policies of the operating segments are the same as the Group’s accounting policies. Segment (loss) profit represents the (loss) profit from each segment without allocation of other income and other gains and losses, certain selling and distribution expenses, certain administrative expenses, certain research and development expenses, professional fees and expenses related to De-SPAC Transaction, De-SPAC transaction expenses, finance costs, fair value changes of financial assets and liabilities at FVTPL and share of results of associates and joint venture.

The CODMs make decisions according to operating results of each segment. No analysis of segment asset and segment liability is presented as the CODMs do not regularly review such information for the purposes of resources allocation and performance assessment. Therefore, only segment revenue and segment results are presented.

Geographical information

The Group’s revenue from external customers is presented based on the location of the operation, are detailed below:

	2025	2024
	RMB’000	RMB’000
Chinese Mainland	1,102,858	957,735
United Arab Emirates (“UAE”)	357,805	415,183
Thailand	341,805	2,132
Indonesia	177,077	1,816
Malaysia	123,131	34,671
Others (note)	17,626	139,506
	2,120,302	1,551,043

Note: Including Hong Kong, Korea and Saudi Arabia.

Information about the Group’s non-current assets (excluding goodwill and financial assets at FVTPL) which is presented based on geographical location of the assets, are as follows:

	2025	2024
	RMB’000	RMB’000
Chinese Mainland	394,176	382,037
UAE	140,895	8,322
Others (note)	2,022	5,782
	537,093	396,141

Note: Including Thailand, Indonesia, Malaysia and Hong Kong.

==> picture [10 x 808] intentionally omitted <==

ZG Group 165

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

5. SEGMENT INFORMATION (CONTINUED)

Information about major customers

Revenue from customers of the corresponding periods contributing over 10% of the total sales of the Group are as follows:

	2025 2024 RMB’000 RMB’000
Customer A (note)	422,557 215,066

Note: Revenue from transaction services, transaction support services and overseas transaction business.

6. OTHER INCOME

	2025 RMB’000	2024 RMB’000
Interest on bank deposits	21,311	9,883
Government grants (note)	5,945	40,537
	27,256	50,420

Note: The government grants comprised primarily incentives provided by the local government authorities in the PRC, including various forms of government financial rewards recognising the Group’s support and contribution to local economic development. There were no specific conditions attached to the grants received from the local government authorities in the PRC.

166 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

7. OTHER GAINS AND LOSSES, NET

	2025	2024
	RMB’000	RMB’000
Loss on disposal of interests in associates	–	(7,324)
Loss on disposal of interests in joint ventures	(139)	–
Loss on fair value changes of derivative financial instruments	(2,271)	(1,139)
Gain on disposal of property and equipment and intangible assets	354	475
Net foreign exchange loss	(10,153)	(1,890)
Others	2,407	2,071
	(9,802)	(7,807)

8. FINANCE COSTS

FINANCE COSTS
	2025	2024
	RMB’000	RMB’000
Interest on:
– Bank borrowings	14,354	14,949
– Other borrowings (note)	8,893	24,684
– Lease liabilities	802	361
	24,049	39,994

Note: Interest on other borrowings mainly arose from factoring of trade receivables to banks and non-bank financial institutions.

==> picture [10 x 808] intentionally omitted <==

ZG Group 167

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

9. IMPAIRMENT LOSSES UNDER ECL MODEL, NET OF REVERSAL

	2025 RMB’000	2024 RMB’000
Impairment loss recognised, net of reversal on:
Trade receivables
– Impairment losses recognised	36,167	12,299
– Impairment losses reversed	(11,320)	(13,393)
	24,847	(1,094)
Other receivables
– Impairment losses recognised	86,770	59,038
– Impairment losses reversed	(64)	(70)
	86,706	58,968
	111,553	57,874

Details of impairment assessment are set out in Note 38.

10. INCOME TAX EXPENSE

	2025 RMB’000	2024 RMB’000
Current tax:
PRC Enterprise Income Tax (“EIT”)	522	21
Other jurisdictions	4,523	1,870
(Over) under provision in prior years	(508)	18
	4,537	1,909
Deferred tax credit (Note 28)	(550)	(256)
Income tax expense	3,987	1,653

168 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

10. INCOME TAX EXPENSE (CONTINUED)

Under the PRC Enterprise Income Tax Law (the “EIT Law”), the standard EIT rate for PRC operating entities is 25%.

The EIT Law and its implementation rules permit certain High and New Technologies Enterprises (“HNTEs”) to enjoy a reduced 15% EIT rate subject to these HNTEs meeting certain qualification criteria. Certain entities of the Group are qualified as HNTEs, and accordingly are subject to a preferential income tax rate of 15%.

According to the relevant laws and regulations in the PRC, enterprises engaging in research and development activities were entitled to claim 200% of their research and development expenses so incurred as tax deductible expenses when determining their assessable profits for that year (“Super Deduction”).

Under the two-tiered profits tax rates regime in Hong Kong, the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. However, each group of connected entities can only nominate one entity to enjoy the two-tiered tax rates.

The Group is operating in certain jurisdictions where the Pillar Two Rules are effective. However, as the Group’s consolidated annual revenue is not expected to be 750 million euros or more in the consolidated financial statements in at least two of the four fiscal years preceding the relevant fiscal year, the management of the Group considered the Group is not liable to income taxes under the Pillar Two Rules.

Taxation arising in other jurisdictions is calculated at the rate in the relevant jurisdictions.

==> picture [10 x 808] intentionally omitted <==

ZG Group 169

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

10. INCOME TAX EXPENSE (CONTINUED)

Income tax expense can be reconciled to the loss before tax per the consolidated statement of profit or loss and other comprehensive income, as follows:

	2025 RMB’000	2024 RMB’000
Loss before tax	(587,700)	(67,014)
Tax at the PRC statutory income tax rate of 25%	(146,925)	(16,754)
Tax effect of Super Deduction for research and development
expenses	(1,190)	(1,524)
Effect of preferential tax rates	2,206	28
Tax effect of expenses not deductible for tax purpose (note)	99,469	4,003
Tax effect of income not taxable for tax purpose	(5,375)	(1,289)
(Over) under provision in prior years	(508)	18
Tax effect of deductible temporary differences not recognised	26,849	16,339
Utilisation of deductible temporary differences and tax losses
previously not recognised	(14,135)	(10,816)
Effect of tax losses not recognised	42,946	13,565
Effect of different tax rates of subsidiaries operating in other
jurisdictions	650	(1,917)
Income tax expense for the year	3,987	1,653

Note: Tax effect of expenses not deductible for tax purpose mainly included share-based payment expenses, professional fees and expenses related to De-SPAC Transaction and De-SPAC transaction expenses in 2025.

170 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

11. LOSS FOR THE YEAR

Loss for the year has been arrived at after charging:

	2025	2024
	RMB’000	RMB’000
Cost of inventories recognised as an expense	1,248,338	551,592
Auditors’ remuneration:
– Auditor of the Company and reporting accountants related to
the Company’s De-SPAC Transaction	–	1,153
– Audit services	4,699	1,801
– Non-audit services	1,455	1,379
	6,154	4,333
Depreciation of property and equipment	7,251	9,617
Depreciation of right-of-use assets	9,838	6,589
Amortisation of intangible assets	3,165	3,969
	20,254	20,175
Less: capitalised in property and equipment	(877)	–
	19,377	20,175
Directors’ remuneration (excluding share-based expense) (Note 12)	6,800	6,131
Equity-settled share-based payments	94,697	–
Salaries, allowances and benefits	301,434	270,494
Retirement benefit scheme contributions	15,332	14,672
Total staff costs	418,263	291,297
Less: capitalised in intangible assets	(7,017)	–
	411,246	291,297

==> picture [10 x 808] intentionally omitted <==

ZG Group 171

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

12. DIRECTORS’, CHIEF EXECUTIVE’S AND EMPLOYEES’ EMOLUMENTS

Details of the emoluments paid or payable to the individuals who were appointed as the directors and chief executive of the Company (including emoluments for services as employees/directors of the group entities prior to becoming the directors of the Company), disclosed pursuant to the applicable Listing Rules and Hong Kong Companies Ordinance, are as follows:

For year ended 31 December 2025

==> picture [447 x 67] intentionally omitted <==

----- Start of picture text -----

Retirement
Salaries, Performance benefits
allowances – related scheme Share-based
Fee and benefits bonuses contributions payments Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
----- End of picture text -----

Executive directors:
– Wang Dong (note a)	–	2,500	500	72	–	3,072
– Gong Yingxin	–	1,202	–	72	2,782	4,056
– Zhou Min	–	1,000	–	72	12,755	13,827
– Wang Changhui	–	910	–	72	–	982
Non-executive directors:					–	–
– Ye Qian	–	–	–	–	–	–
– Sun Qingdong (note b)	–	–	–	–	–	–
Independent non-executive
directors:
– Wang Xiang (note c)	200	–	–	–	–	200
– Chen Yin (note c)	100	–	–	–	–	100
– Wang Weisong (note c)	100	–	–	–	–	100
	400	5,612	500	288	15,537	22,337
For year ended 31 December 2024
				Retirement
		Salaries,	Performance	benefits
		Allowances	– related	scheme	Share-based
	Fee	and benefits	bonuses	contributions	payments	Total
	RMB’000	RMB’000	RMB’000	RMB’000	RMB’000	RMB’000
Executive directors:
– Wang Dong (note a)	–	2,000	–	72	–	2,072
– Wang Changhui	–	1,740	–	72	–	1,812
– Gong Yingxin	–	1,203	–	72	–	1,275
– Zhou Min	–	860	40	72	–	972
Non-executive director:
– Ye Qian	–	–	–	–	–	–
	–	5,803	40	288	–	6,131

172 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

12. DIRECTORS’, CHIEF EXECUTIVE’S AND EMPLOYEES’ EMOLUMENTS (CONTINUED)

Notes:

• a. Wang Dong is the chief executive of the Group.

• b. Sun Qingdong is appointed as non-executive director on 27 August 2025.

• c. Wang Weisong, Chen Yin and Wang Xiang are appointed as independent non-executive directors on 7 March 2025.

The executive directors’ emoluments shown above were for their services in connection with the management of the affairs of the Company and the Group.

The independent non-executive directors’ emoluments shown above were for their services as directors of the Company.

During the years ended 31 December 2025 and 2024, no emoluments were paid by the Group to the directors of the Company as an inducement to join or upon joining the Group or as compensation for loss of office. There was no arrangement under which a director or the chief executive waived or agreed to waive any remuneration during the year.

During the year ended 31 December 2025, certain directors were granted share options, in respect of their services to the Group under the share option scheme of the Company. Details of the share option scheme are set out in Note 32 to the consolidated financial statements.

Five highest paid individuals emoluments

The five highest paid individuals of the Group included three (2024: three) directors for the year ended 31 December 2025. The emoluments of the remaining two (2024: two) highest paid employees who are neither a director nor chief executive of the Company are as follows:

	2025	2024
	RMB’000	RMB’000
Salaries, allowances and benefits	2,311	2,657
Performance-related bonuses	540	590
Retirement benefits scheme contributions	143	272
	2,994	3,519

==> picture [10 x 808] intentionally omitted <==

ZG Group 173

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

12. DIRECTORS’, CHIEF EXECUTIVE’S AND EMPLOYEES’ EMOLUMENTS (CONTINUED)

Five highest paid individuals emoluments (continued)

The number of five highest paid individuals including the directors of the Company whose emoluments fell within the following bands is as follows:

	2025	2024
HK$1,000,001 to HK$1,500,000	–	1
HK$1,500,001 to HK$2,000,000	2	1
HK$2,000,001 to HK$2,500,000	–	3
HK$3,000,001 to HK$3,500,000	1	–
HK$4,000,001 to HK$4,500,000	1	–
HK$15,000,001 to HK$15,500,000	1	–
	5	5

During the year ended 31 December 2025, certain non-director and non-chief executive highest paid employees were granted share options, in respect of their services to the Group under the share option scheme of the Company. Details of the share option scheme are set out in Note 32 to the consolidated financial statements.

During the years ended 31 December 2025 and 2024, no emoluments were paid by the Group to the five highest paid individuals of the Company as an inducement to join or upon joining the Group or as compensation for loss of office.

13. DIVIDENDS

No dividend has been paid or declared by the Company during the year ended 31 December 2025, nor has any dividend been proposed subsequent to the year ended 31 December 2025 (2024: nil).

174 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

14. LOSS PER SHARE

The calculation of the basic and diluted loss per share attributable to the owners of the Company is based on the following data:

	2025	2024
	RMB’000	RMB’000
Loss for the year attributable to owners of the Company for
the purposes of basic and diluted loss per share	(592,523)	(69,002)
Number of shares
	2025	2024
Weighed average number of ordinary shares for the purpose of
basic and diluted loss per share	915,569,996	241,177,040

The weighted average number of ordinary shares for the purpose of basic loss per share for the year ended 31 December 2024 has been adjusted retrospectively after taking into impact of capitalisation issue (as disclosed in Note 31) to the existing shareholders of 23,168,283 units of ordinary shares.

The weighted average number of ordinary shares for the purpose of basic loss per share for the year ended 31 December 2025 has been adjusted retrospectively after taking into impact of capitalisation issue (as disclosed in Note 31) to the existing shareholders of 23,168,283 and after deducting the weighted average effect on 13,450,000 shares held by a trustee under 2025 Share Award Scheme as set out in Note 32 and 460,500 treasury shares held by the Company for the year ended 31 December 2025.

The computation of diluted loss per share for the year ended 31 December 2025 does not assume the effect of share options granted under the 2023 Pre-Listing Share Option Scheme (as disclosed in Note 32), Tengcai’s redeemable preferred shares (as disclosed in Note 30), and the Company’s Listed Warrants, Promoter Warrants and Promoter Earn-out Rights (defined in Note 30) as these would be anti-dilutive.

The computation of diluted loss per share for the year ended 31 December 2024 does not assume the conversion of the Company’s outstanding convertible preferred shares and the effect of share options granted under the 2023 Pre-Listing Share Option Scheme (as disclosed in Note 32) as these would be anti-dilutive.

==> picture [10 x 808] intentionally omitted <==

ZG Group 175

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

15. PROPERTY AND EQUIPMENT

==> picture [447 x 57] intentionally omitted <==

----- Start of picture text -----

Construction
Motor in progress
Buildings Equipment vehicles (“CIP”) Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
----- End of picture text -----

COST
As at 1 January 2024	215,027	28,491	9,654	–	253,172
Additions	–	6,317	5,883	–	12,200
Disposals	–	(3,261)	(1,761)	–	(5,022)
Exchange adjustments	–	–	8	–	8
As at 31 December 2024	215,027	31,547	13,784	–	260,358
Additions	–	4,871	1,290	60,675	66,836
Disposals	–	(2,334)	(1,054)	–	(3,388)
Exchange adjustments	–	(4)	(141)	–	(145)
As at 31 December 2025	215,027	34,080	13,879	60,675	323,661
DEPRECIATION
As at 1 January 2024	11,894	25,266	8,955	–	46,115
Provided for the year	4,618	4,567	432	–	9,617
Eliminated on disposals	–	(3,191)	(1,708)	–	(4,899)
Exchange adjustments	–	–	*	–	–
As at 31 December 2024	16,512	26,642	7,679	–	50,833
Provided for the year	4,618	1,547	1,086	–	7,251
Eliminated on disposals	–	(2,327)	(1,050)	–	(3,377)
Exchange adjustments	–	(3)	(56)	–	(59)
As at 31 December 2025	21,130	25,859	7,659	–	54,648
CARRYING VALUES
As at 31 December 2025	193,897	8,221	6,220	60,675	269,013
As at 31 December 2024	198,515	4,905	6,105	–	209,525

The above items of property and equipment, except for CIP, are depreciated on a straight-line, after taking into account their estimated residual value based on the following period:

Buildings	45 years
Equipment	3 to 5 years
Motor vehicles	5 years

• Amount below RMB1,000

176 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

16. RIGHT-OF-USE ASSETS

	Leasehold lands RMB’000 (note i)	Office premises and dormitory RMB’000 (note ii)	Machineries RMB’000	Total RMB’000
As at 31 December 2025
Carrying amount	87,084	11,434	789	99,307
As at 31 December 2024
Carrying amount	16,514	16,603	926	34,043
For the year ended 31 December 2025
Depreciation charge	1,262	8,439	137	9,838
For the year ended 31 December 2024
Depreciation charge	385	6,173	31	6,589
			2025	2024
			RMB’000	RMB’000
Expense relating to short-term leases			5,280	6,307
Total cash outflow for leases			16,570	14,722
Additions to right-of-use assets			77,329	19,519

Notes:

(i) Leasehold lands mainly represent upfront payments for leasehold lands in the PRC and UAE with lease terms of 50 years and 46 years, respectively. Land use right certificates have been obtained for a leasehold land in the PRC, as applicable. On the hand, the leasehold land in the UAE contains upfront payments of approximately RMB2,178,000 as right-of-use assets and the remaining right-of-assets of approximately RMB69,654,000 with related lease liabilities of approximately RMB69,654,000.

(ii) The Group leases machineries and office premises for its operation and dormitory for employees. Lease contracts are entered into for fixed term of 2 to 7 years.

The Group regularly entered into short-term leases for office premises and dormitory. As at 31 December 2025 and 2024, the portfolio of short-term leases is similar to the portfolio of short-term leases to which the short-term lease expense disclosed above.

==> picture [10 x 808] intentionally omitted <==

ZG Group 177

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

16. RIGHT-OF-USE ASSETS (CONTINUED)

Restrictions or covenants on leases

As at 31 December 2025, lease liabilities of approximately RMB79,716,000 (2024: RMB15,102,000) are recognised with related right-of-use assets of approximately RMB83,179,000 (2024: RMB17,529,000). The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessors, leased assets may not be used as security for borrowing purpose.

As at 31 December 2025 and 2024, the Group’s leasehold lands located in the PRC have been pledged as security for the Group’s bank borrowings as set out in Note 27.

17. GOODWILL

Arising from change of control from joint venture to subsidiary Total RMB’000

COST

As at 1 January 2024, and 31 December 2024 and 2025	31,954
CARRYING VALUE
As at 31 December 2024 and 2025	31,954

Particulars regarding impairment testing on goodwill are disclosed in Note 19.

178 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

18. INTANGIBLE ASSETS

==> picture [447 x 46] intentionally omitted <==

----- Start of picture text -----

Client Digital
Software Trademark Know-how relationship asset Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
----- End of picture text -----

COST
As at 1 January 2024	14,698	22,000	93,000	9,000	–	138,698
Disposals	(19)	–	–	–	–	(19)
Exchange adjustments	(3)	–	–	–	–	(3)
As at 31 December 2024	14,676	22,000	93,000	9,000	–	138,676
Additions	168	–	–	–	7,285	7,453
Disposals	(2,694)	–	–	–	–	(2,694)
Exchange adjustment	*	–	–	–	–	*
As at 31 December 2025	12,150	22,000	93,000	9,000	7,285	143,435
AMORTISATION
As at 1 January 2024	10,637	5,867	–	8,000	–	24,504
Charge for the year	769	2,200	–	1,000	–	3,969
Disposals	(19)	–	–	–	–	(19)
Exchange adjustment	(4)	–	–	–	–	(4)
As at 31 December 2024	11,383	8,067	–	9,000	–	28,450
Charge for the year	755	2,200	–	–	210	3,165
Disposals	(1,787)	–	–	–	–	(1,787)
Exchange adjustment	(3)	–	–	–	–	(3)
As at 31 December 2025	10,348	10,267	–	9,000	210	29,825
CARRYING VALUES
As at 31 December 2025	1,802	11,733	93,000	–	7,075	113,610
As at 31 December 2024	3,293	13,933	93,000	–	–	110,226

The above intangible assets, except for know-how, have finite useful lives. These intangible assets are amortised on a straight-line basis over the following periods:

Software	3-5 years
Trademark	10 years
Client relationship	3 years
Digital asset	3 years

==> picture [10 x 808] intentionally omitted <==

ZG Group 179

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

18. INTANGIBLE ASSETS (CONTINUED)

The know-how represented the SaaS platform acquired through business combination of Tengcai. The know-how is considered by the management of the Group as having an indefinite useful life because it is related to the programming language platform which is the core of the business and the demand may continue for many years, even as new technologies emerge. The know-how will not be amortised until its useful life is determined to be finite. Instead, it will be tested for impairment annually and whenever there is an indication that it may be impaired. Particulars of the impairment testing are disclosed in Note 19.

The trademark and client relationship are also acquired through business combination of Tengcai and are amortised on a straight-line basis over useful lives of 10 years and 3 years, respectively. In estimating the useful lives of the acquired customer relationship, the management considered the estimated retention rate of Tengcai’s current customers as of the acquisition date, the historical retention rate and projected future revenues associated with such customers. The management performs periodic review of the useful lives and will revise the estimated useful lives when estimated useful lives differ from actual economic useful life.

19. IMPAIRMENT TESTING ON GOODWILL AND INTANGIBLE ASSETS WITH INDEFINITE USEFUL LIVES

For the purpose of impairment tests, goodwill and intangible assets with indefinite useful life sets out in Notes 17 and 18 have been allocated to an individual cash-generating unit, comprising four subsidiaries in technology subscription services segment.

The Group engaged PGA Valuation Consultants LLC (“PGA”) to perform impairment assessments on the goodwill and intangible assets with indefinite useful life. As at 31 December 2025, for the purpose of impairment review, the recoverable amount of the cash-generating unit containing goodwill and intangible assets with indefinite useful lives were determined based on value-in-use calculations by using the discounted cash flow method, based on 5-year period financial projections with the forecasted average annual revenue growth rates of 31% (2024: 32%) following the business plan approved by the management, plus a terminal value related to cash flows beyond the projection period extrapolated at an estimated terminal growth rates of 1.5% (2024: 1.5%). Pre-tax discount rates of 19.43% (2024: 18.33%) were used to reflect market assessment of time value and the specific risks relating to the cash-generating unit. The forecast is based on the cash-generating unit’s past performance, and the management’s expectation of future business plans and market developments.

The recoverable amount of the cash-generating unit containing goodwill and intangible assets exceeds its carrying amount by RMB4,879,000. If the pre-tax discount rate was changed to 21.8% or the expected annual growth rate were decreased by 1.0%, while other parameters remain constant, the recoverable amount of the cash-generating unit containing goodwill and intangible assets would equal its carrying amount.

As at 31 December 2024, the management of the Group believes that any reasonably possible change in any of these assumptions would not result in impairment.

180 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

20. INTERESTS IN ASSOCIATES AND JOINT VENTURE

	2025	2024
	RMB’000	RMB’000
Associates
Cost of investments, unquoted	64,668	21,668
Share of post-acquisition result	(6,399)	(6,068)
Impairment loss on investments in associate	(8,397)	(8,397)
	49,872	7,203
Joint Venture
Cost of investment, unquoted	–	30,625
Share of post-acquisition result	–	(2,931)
	–	27,694
Total interests in associates and joint venture	49,872	34,897

==> picture [10 x 808] intentionally omitted <==

ZG Group 181

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

20. INTERESTS IN ASSOCIATES AND JOINT VENTURE (CONTINUED)

Details of the associates and joint venture of the Group at the end of each reporting period are as follows:

	Place of
	registration/		Percentage of		Percentage of
	operation	Principal activities	equity interest		voting	rights
			31 December		31 December
			2025	2024	2025	2024
Name of associates
Hunan Gangxin Information	PRC	Information technology	41.57%	41.57%	41.57%	41.57%
Technology Co., Ltd		services
Shanghai Fenzhi Information	PRC	Information technology	30.00%	30.00%	30.00%	30.00%
Technology Co., Ltd		consulting and
		services
Shanghai Tanqiao	PRC	Online coal trading	37.00%	37.00%	37.00%	37.00%
E-commerce Co., Ltd.
Duda Software (Shanghai)	PRC	Software development	20.00%	20.00%	20.00%	20.00%
Co., Ltd.
Shanghai Gangfeng Logistics	PRC	Information technology	7.12%	7.12%	7.12%	7.12%
Technology Co., Ltd.*		consulting and
		services
Shanghai Haolou Information	PRC	Information technology	12.58%	12.58%	12.58%	12.58%
Technology Co., Ltd.*		consulting and
		services
Shanghai Box Bobo Information	PRC	Information technology	40.00%	–	40.00%	–
Technology Co., Ltd.		consulting and
(“Shanghai Box”) (note ii)		services
Zhongjinhui (Shanghai) Information	PRC	Information technology	8.57%	–	8.57%	–
Technology Co., Ltd.		consulting and
(“Zhongjinhui”) (note iii)		services
Name of joint venture
Xingmao Zhilian (note i)	PRC	Steel trading	–	43.75%	–	43.75%

• The Group is able to exercise significant influence over these entities because it has the power to appoint one to two directors of these entities under the articles of association of the associates.

Notes:

• (i) During the year ended 31 December 2025, the Group disposed of interests in Xingmao Zhilian with carrying amount of RMB24,286,000 for a cash consideration of RMB24,147,000, resulting a loss of RMB139,000 recognised in other gains and losses.

• (ii) On 27 November 2025, the Group invested in Shanghai Box and obtained 40.00% equity interest in Shanghai Box at a total consideration of RMB3,000,000.

• (iii) On 21 July 2025, the Group acquired 8.57% Zhongjinhui at a total consideration of RMB40,000,000. The Group is able to exercise significant influence over Zhongjinhui because it has power to appoint one of three directors under the article of association of Zhongjinhui.

182 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

20. INTERESTS IN ASSOCIATES AND JOINT VENTURE (CONTINUED)

The Group carried out reviews on those investments in associates and joint venture which under poor performance. The recoverable amounts of the investments in associates and joint venture based on value in use calculations, which uses cash flow projections based on financial budgets approved by management and key assumptions related to appropriate growth and discount rates. As a result of this exercise carried out by the management of the Group, no further impairment loss is required to be recognised in the Group’s profit or loss in 2025 (2024: nil).

The associates and joint venture of the Group have been accounted for by using the equity method based on the financial information of the associates and joint venture prepared under the accounting policies consistent with the Group.

Aggregate information of associates that are not individually material

	2025	2024
	RMB’000	RMB’000
The Group’s share of loss	(331)	(1,290)
Aggregate carrying amount of the Group’s interests in these
associates	49,872	7,203

==> picture [10 x 808] intentionally omitted <==

ZG Group 183

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

21. TRADE RECEIVABLES, PREPAYMENTS AND OTHER RECEIVABLES

	2025 RMB’000	2024 RMB’000
Trade receivables (note i)
– Transaction services (note ii)	185,635	76,973
– Transaction support services	34,202	6,675
– Technology subscription services	460	1,200
– Overseas transaction business	439,022	213,229
– Non-steel transaction business	8,513	606
	667,832	298,683
Less: allowance for credit losses	(29,990)	(25,198)
	637,842	273,485
Prepayment to sellers in relation to transaction services and
transaction support services (note iii)	7,624,641	8,251,935
Prepayment to sellers in relation to overseas transaction business	29,810	54,261
Interest receivable	8,524	3,529
Prepaid expenses	25,227	27,736
Amounts due from related parties (Note 40)	–	23,340
Refundable deposits to sellers	7,658	8,801
Deferred issue cost	–	3,019
Others (note v)	98,927	73,651
	7,794,787	8,446,272
Less: allowance for credit losses	(16,846)	(15,940)
	7,777,941	8,430,332
Total trade receivables, prepayments and other receivables	8,415,783	8,703,817
Analysed for reporting purposes as:
Current assets	8,410,492	8,696,367
Non-current assets (note iv)	5,291	7,450
	8,415,783	8,703,817

184 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

21. TRADE RECEIVABLES, PREPAYMENTS AND OTHER RECEIVABLES (CONTINUED)

As at 1 January 2024, 31 December 2024, and 2025, carrying amount of trade receivables from contracts with customers (net of allowance for credit losses) amounted to RMB97,634,000, RMB218,654,000 and RMB479,465,000, respectively.

Notes:

• (i) Before accepting any new buyers, the Group assesses the potential buyers’ credit quality by investigating their historical transaction records and defines credit limits by buyers. Credit sales are made to buyers with good credit history and credit limits granted to buyers are under regular review.

• (ii) Trade receivables from transaction services include those receivables which are factored to non-bank financial institutions with full recourse.

• (iii) Prepayment to sellers in relation to transaction services and transaction support services as set out above refers to the gross transaction amount paid. The corresponding amount earned on transaction services is recognized on a net basis.

• (iv) Non-current assets comprised mainly prepaid expenses, are amortised over one year.

• (v) As at 31 December 2025, the balance of “others” included government grant receivable amounting to RMB44,573,000, of which RMB17,500,000 was collected subsequent to reporting period (2024: government receivables of RMB24,820,000 were fully collected in 2025), the directors of the company believe there is reasonable assurance to recognize the government grant, as the conditions attached to the government grant have been met, and its receipt is highly certain based on the Group’s historical collection experience. In addition, a prepayment from a supplier amounting to RMB34,996,000 to be refunded by the supplier was included in “others”, as demanded by the court following the Group’s successful litigation claim during the year. As at 31 December 2024, there was an amount of RMB25,155,000 included in “others” represented a deposit demanded by the court relating to a business dispute, which was refunded to the Group in 2025.

==> picture [10 x 808] intentionally omitted <==

ZG Group 185

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

21. TRADE RECEIVABLES, PREPAYMENTS AND OTHER RECEIVABLES (CONTINUED)

The Group generally allows credit periods ranging from 30 days to 90 days to its trade buyers. The following is an aged analysis of trade receivables (net of allowance for credit losses), presented based on the invoice date, which approximates the respective revenue recognition dates.

	2025 RMB’000	2024 RMB’000
0-90 days	523,284	245,806
91-180 days	82,258	16,149
181-365 days	25,989	4,485
1-2 years	365	3,341
Over 2 years	5,946	3,704
	637,842	273,485

As at 31 December 2025, included in the Group’s trade receivables balances are debtors with aggregate carrying amount of RMB108,247,000 (2024: RMB20,634,000), which are past due but not credit-impaired as the Group is satisfied with the credit quality of these buyers as the management of the Group had not seen that these receivables had deteriorated.

Details of impairment assessment of trade and other receivables are set out in Note 38.

The Group’s trade and other receivables that are denominated in a currency other than the functional currencies of the relevant group entities are set out below:

	2025 2024 RMB’000 RMB’000
United States Dollar (“US$”)	11,794 3,314

186 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

22. FINANCIAL ASSETS AT FVTOCI

	2025	2024
	RMB’000	RMB’000
Receivables at FVTOCI (notes i and ii)	191,270	114,349

Notes:

(i) The balance represents bills receivables held by the Group which is measured at FVTOCI since the bills are held within the business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets, and the contractual cash flows are solely payments of principal and interest on the principal amount outstanding. As at 31 December 2025, included in the Group’s receivables at FVTOCI are receivables amounting to RMB188,208,000 (2024: RMB113,440,000) respectively, which are either endorsed to certain sellers for settlement of trade payables or discounted to the banks that are not derecognised in their entirety. Details of the disclosure are set out in Note 38(d).

Details of pledge of bills receivable for the Group’s secured bank borrowings are set out in Note 27.

In addition, the Group has discounted certain bills receivables to banks and transferred certain bills receivables to its suppliers to settle its payables through endorsing the bills to its suppliers. These bills are issued or guaranteed by reputable PRC banks with high credit ratings, therefore the directors of the Company consider the substantial risks in relation to these bills are interest risk as the credit risk arising from these bills are minimal. Upon the discount/endorsement of these bills, the Group has transferred substantially all the risks (i.e. interest risks) of these bills to relevant banks/suppliers, hence, the Group has derecognised these bills receivables. Details of the disclosure are set out in Note 38(e). Moreover, certain trade receivables are factored to the banks with no recourse and derecognised in their entirety as the Group has transferred substantially all of the risks and rewards of these trade receivables with no continuing involvement.

• (ii) The Group’s receivables at FVTOCI with the following maturity:

		2025	2024
		RMB’000	RMB’000
0-180	days	191,270	114,349

==> picture [10 x 808] intentionally omitted <==

ZG Group 187

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

23. INVENTORIES

24.	2025 2024 RMB’000 RMB’000
	Finished goods 12,543 20,077
	FINANCIAL ASSETS AT FVTPL 2025 2024 RMB’000 RMB’000
	Non-current: Preferred shares investments (note i) 2,035 2,612 Equity securities in a listed entity 1,053 1,026 Unlisted equity investments (note ii) 44,664 39,168
	47,752 42,806

Notes:

• (i) The Group made aggregate preferred shares investments in private companies which principally engaged in e-commerce sales of merchandise and provision of internet services. These investments are convertible redeemable preferred shares or ordinary shares with preferential rights. The Group has the right to require and demand the investees to redeem all of the preferred shares held by the Group at guaranteed pre-determined fixed amount upon redemption events which are out of control of issuers.

• (ii) These investments represent equity investments in unlisted entities, in the form of ordinary shares without significant influence.

Details of the fair value hierarchy and major assumptions used in valuation for the financial assets are set out in Note 38.

188 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

25. CASH AND CASH EQUIVALENTS/RESTRICTED CASH

Cash and cash equivalents

Cash and cash equivalents comprised of cash and short-term bank deposits with an original maturity of three months or less. The short-term bank deposits are carried interest at market rates, ranging from 0.05% to 0.45% per annum as at 31 December 2025 (2024: 0.1% to 3.75% per annum).

Restricted cash

	2025	2024
	RMB’000	RMB’000
Margin deposits to secure open derivatives	–	2,297
Deposits for bank borrowing and bills payable (note i)	1,146,601	470,280
Others (note ii)	1,111	34,118
Total	1,147,712	506,695

Notes:

(i) The pledged bank deposits carry annual fixed interest rates ranging from 0.05% to 3.2% for the year ended 31 December 2025 (2024: 0.1% to 3.2%). At the end of each reporting period, the bank deposits have been pledged to secure short-term banking facilities and bills payable, and are therefore classified as current assets. The pledged bank deposits will be released upon the settlement of the relevant borrowings and bills.

(ii) As at 31 December 2024, deposits amounting to RMB28,174,000 were restricted by banks pertaining to certain business dispute. Such restriction has been released by the bank in 2025.

The Group’s bank balances and pledged bank deposits that are denominated in a currency other than the functional currencies of that relevant entities are set out below:

	2025	2024
	RMB’000	RMB’000
US$	1,364	669
RMB	22	1,861
Japanese Yan (“JPY”)	–	2
HK$	547	36
Total	1,933	2,568

==> picture [10 x 808] intentionally omitted <==

ZG Group 189

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

26. TRADE, BILLS AND OTHER PAYABLES

	2025 RMB’000	2024 RMB’000
Trade payables
– Transaction services	295,854	78,601
– Transaction support services	29,254	27,557
– Overseas transaction business	12,005	38,710
– Technology subscription services	2,442	11
– Non-steel transaction business	5,170	295
	344,725	145,174
Bills payable	1,287,115	438,800
Advances received from buyers in relation to
transaction services and transaction support services (note)	7,498,750	8,516,647
Interest payable	456	361
Salary and bonus payables	45,052	38,381
Stamp duty payable	7,519	17,553
Other taxes payable	22,884	3,937
Accrued expenses	9,064	2,235
Accrued professional fees and expenses related to
De-SPAC Transaction	1,343	8,482
Accrued issue costs	679	352
Others	9,634	9,892
	9,227,221	9,181,814

Note: In relation to transaction services, the Group normally collects advances based on gross transaction amount from steel buyers and make prepayments to steel sellers on a back-to-back basis. In relation to transaction support services, the Group normally collects advances equivalent to approximately 10% to 30% of gross transaction amount from steel buyers and makes full gross transaction amount to steel sellers.

The average credit period on purchase of goods and services is 30 days.

190 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

26. TRADE, BILLS AND OTHER PAYABLES (CONTINUED)

The following is an aged analysis of trade payables presented based on the goods received date.

	2025	2024
	RMB’000	RMB’000
0-30 days	340,946	125,151
31-180 days	3,779	20,023
	344,725	145,174

The Group’s trade payables that are denominated in a currency other than the functional currencies of the relevant group entities are set out below:

	2025	2024
	RMB’000	RMB’000
RMB	–	537
US$	27,377	4,442
HK$	201	206

At the end of each reporting period, the Group had bills payable issued by banks with the following maturity.

		2025	2024
		RMB’000	RMB’000
0-180	days	1,287,115	438,800

==> picture [10 x 808] intentionally omitted <==

ZG Group 191

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

27. BANK AND OTHER BORROWINGS

	2025 RMB’000	2024 RMB’000
Fixed-rate borrowings:
Bank borrowings	710,844	399,978
Other borrowings (note i)	10,160	6,380
	721,004	406,358
Analysed as:
Secured	248,764	98,447
Guaranteed	63,000	20,000
Secured and guaranteed	279,990	280,000
Unsecured and unguaranteed	129,250	7,911
	721,004	406,358

According to the repayment schedule, the bank and other borrowings are repayable as follows:

	As at 31	December
	2025	2024
On demand	248,764	69,847
Within one year	472,240	336,511
	721,004	406,358

Notes:

(i) The balances were arising from factoring of trade receivables to bank and non-bank financial institutions with full recourse. Details of the disclosures are set out in Note 38(d).

(ii) The ranges of effective interest rates (which are also equal to contracted interest rates) on the Group’s borrowings are as follows:

2025	2024
Fixed-rate borrowings 2.8%-3.5%	3.5%-4.0%

192 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

27. BANK AND OTHER BORROWINGS (CONTINUED)

(iii) Types of borrowings are as follows:

Types of borrowings	Guaranteed/secured by	2025 RMB’000	2024 RMB’000
Guaranteed bank borrowings	Note	63,000	20,000
Guaranteed and secured bank	Guarantees from the shareholders and	279,990	280,000
borrowings	a group entity within the Group,
	secured by building and leasehold
	lands of the Group
Secured bank borrowings	Secured by certain bank deposits	54,700	38,650
	Secured by certain bills receivable	183,904	53,417
Secured other borrowings	Secured by certain trade receivables	10,160	6,380
		591,754	398,447
Unsecured and unguaranteed		129,250	7,911
bank borrowings
		721,004	406,358

Note: As at 31 December 2025, the borrowings are guaranteed by group entities within the Group. As at 31 December 2024, the borrowings are guaranteed by the shareholders and related parties, which were released on the day of listing of the Company by way of the De-SPAC Transaction.

(iv) Details of the securities of the bank and other borrowings are set out in Note 33.

Certain bank facilities granted to the Group include the following covenants: (a) the Group will maintain due existence of major shareholders and key management, prudently and effectively operate and handle its business in accordance with fair financial and business standards and customs; (b) the major shareholders and key management shall continue all business operations normally to maintain its asset value, and refrain from any action/omission that may adversely affect its business operations and asset value; and (c) the Group does not have significant shareholding changes which would negatively impact the Group’s operation. In the opinion of the directors of the Company, the Group did not breach any of these covenants.

Other than above, the Group does not subject to covenants for the other bank borrowings during the current and prior years.

==> picture [10 x 808] intentionally omitted <==

ZG Group 193

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

28. DEFERRED TAXATION

The following are the major deferred tax liabilities and assets recognised and movements thereon during the current and prior years.

	ECL RMB’000	Tax losses RMB’000	Other intangible assets acquired through business combinations RMB’000	Right-of-use assets RMB’000	Lease liabilities RMB’000	Total RMB’000
At 1 January 2024	294	3,195	(27,533)	(1,295)	1,100	(24,239)
(Charge) credit to profit or loss	(294)	185	800	(3,170)	2,735	256
At 31 December 2024	–	3,380	(26,733)	(4,465)	3,835	(23,983)
Credit (charge) to profit or loss	–	3	550	(16,396)	16,393	550
At 31 December 2025	–	3,383	(26,183)	(20,861)	20,228	(23,433)

As at 31 December 2025, the Group had unused tax losses of RMB902,532,000 (2024: RMB1,028,520,000) available to offset against future profits. No deferred tax asset has been recognized in respect of unused tax losses of RMB889,000,000 (2024: RMB1,015,000,000), due to unpredictability of future profit streams.

The tax losses which are not recognised as deferred tax assets will expire in the following years:

	2025 RMB’000	2024 RMB’000
2025	–	310,000
2026	264,000	264,000
2027	280,000	280,000
2028	114,000	114,000
2029	43,000	45,000
2030	155,000	–
2035	31,000	–
Unlimited	2,000	2,000
	889,000	1,015,000

194 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

28. DEFERRED TAXATION (CONTINUED)

At the end of the reporting period, the Group has other deductible temporary differences (mainly allowance for doubtful debts and fair value changes of financial assets at FVTPL) of RMB638,674,000 (2024: RMB531,278,000) not been recognised as deferred tax assets as it is not probable that taxable profit will be available against which the deductible temporary differences can be utilised.

Deferred taxation has not been provided for in the consolidated financial statements in respect of temporary difference attributable to gain on change of control from joint venture to subsidiary amounting to RMB78,305,000 as at 31 December 2025 (2024: RMB78,305,000) as the Group is able to control the timing of the reversal of the temporary differences and it is probable that the temporary difference will not reverse in the foreseeable future.

29. LEASE LIABILITIES

	2025	2024
	RMB’000	RMB’000
Lease liabilities payable:
Within one year	10,446	7,990
Within a period of more than one year but not exceeding two years	6,319	5,566
Within a period of more than two years but not exceeding five years	10,057	1,546
Within a period of more than five years	52,894	–
	79,716	15,102
Less: Amounts due for settlement within 12 months shown under
current liabilities	(10,446)	(7,990)
Amounts due for settlement after 12 months shown under
non-current liabilities	69,270	7,112

The range of average incremental borrowing rates applied to lease liabilities are ranging from 3.50% to 4.90% for the year ended 31 December 2025 (2024: from 3.85% to 4.90%).

==> picture [10 x 808] intentionally omitted <==

ZG Group 195

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

30. FINANCIAL LIABILITIES AT FVTPL

	2025 RMB’000	2024 RMB’000
Current:
Convertible preferred shares	–	6,821,940
Listed Warrants	1,001	–
Promoter Warrants	1,299	–
Promoter Earn-out Rights	2,185	–
	4,485	6,821,940
Non-current:
Redeemable preferred shares	26,192	27,759
	30,677	6,849,699

The movements of the financial liabilities at FVTPL are set out as below:

==> picture [447 x 72] intentionally omitted <==

----- Start of picture text -----

Promoter
Convertible Redeemable Listed Promoter Earn-out
preferred preferred Warrant Warrant Rights
shares shares Liabilities Liabilities Liabilities Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
----- End of picture text -----

Carrying amounts:
As at 1 January 2024	6,816,687	25,008	–	–	–	6,841,695
Change in fair value	5,253	2,751	–	–	–	8,004
As at 31 December 2024	6,821,940	27,759	–	–	–	6,849,699
Capital Reorganisation (Note 34)	–	–	1,930	78,485	105,288	185,703
Change in fair value	37,814	(1,567)	(929)	(77,186)	(103,103)	(144,971)
Conversion into ordinary shares of
the Company	(6,859,754)	–	–	–	–	(6,859,754)
As at 31 December 2025	–	26,192	1,001	1,299	2,185	30,677

Listed Warrants, Promoter Warrants and Promoter Earn-out Rights are defined and further explained below.

196 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

30. FINANCIAL LIABILITIES AT FVTPL (CONTINUED)

Convertible preferred shares

Since the date of incorporation and up to 31 December 2023, the Company has completed a series of financing by issuing convertible preferred shares.

The rights, preferences and privileges of the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Group Preferred Shares, Series E Preferred Shares and Series F Preferred Shares (collectively, “Preferred Shares”) are as follows:

Liquidation preference

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the assets and funds of the Company legally available for distribution among all the shareholders shall be distributed to the shareholders of the Company as follows (after satisfaction of all creditors’ claims and claims that may be preferred by law):

• Each holder of Preferred Shares shall be entitled to receive for each series of Preferred Shares it holds on the preferential basis, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holder of other series of preferred shares and ordinary shares, the amount equal to:

• (i) the Series F Preferred Share issue price × (1+8%)N, plus all accrued or declared but unpaid dividends thereon, where “N” equals a fraction the numerator of which is the number of calendar days between 23 June 2017 and the date of the liquidation, dissolution or winding up of the Company and the denominator of which is 365;

• (ii) the Series E Preferred Share issue price × (1+8%)N, plus all accrued or declared but unpaid dividends thereon, where “N” equals a fraction the numerator of which is the number of calendar days between 30 December 2015 and the date of the liquidation, dissolution or winding up of the Company and the denominator of which is 365;

• (iii) the Series D Group Preferred Share issue price × (1+8%)N, plus all accrued or declared but unpaid dividends thereon, where “N” equals a fraction the numerator of which is the number of calendar days between date the holders of the Series D Group Preferred Shares acquired their respective Series D Group Preferred Shares and the date of the liquidation, dissolution or winding up of the Company and the denominator of which is 365;

==> picture [10 x 808] intentionally omitted <==

ZG Group 197

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

30. FINANCIAL LIABILITIES AT FVTPL (CONTINUED)

Convertible preferred shares (continued)

Liquidation preference (continued)

• (iv) the Series C Preferred Share issue price × (1+8%)N, plus all accrued or declared but unpaid dividends thereon, where “N” equals a fraction the numerator of which is the number of calendar days between date the holders of the Series C Preferred Shares acquired their respective Series C Preferred Shares and the date of the liquidation, dissolution or winding up of the Company and the denominator of which is 365;

• (v) the Series B Preferred Share issue price × (1+8%)N, plus all accrued or declared but unpaid dividends thereon, where “N” equals a fraction the numerator of which is the number of calendar days between date the holders of the Series B Preferred Shares acquired their respective Series B Preferred Shares and the date of the liquidation, dissolution or winding up of the Company and the denominator of which is 365;

• (vi) the Series A Preferred Share issue price × (1+8%)N, plus all accrued or declared but unpaid dividends thereon, where “N” equals a fraction the numerator of which is the number of calendar days between date the holders of the Series A Preferred Shares acquired their respective Series A Preferred Shares and the date of the liquidation, dissolution or winding up of the Company and the denominator of which is 365.

• The liquidation preference amount will be paid to the holders of preferred shares in the following order: first to holders of Series F Preferred Shares, second to holders of Series E Preferred Shares, third to holders of Series D Group Preferred Shares, fourth to holders of Series C Preferred Shares, fifth to holders of Series B Preferred Shares and sixth to holders of Series A Preferred Shares. Upon completion of the distributions in full to all holders of the Preferred Shares, all of the remaining assets and funds of the Company available for distribution, if any, shall be distributed ratably among all holders of the Preferred Shares and ordinary shares according to the relative number of ordinary shares held by such each holder on an as converted basis.

Dividend rights

No dividend, whether in cash, in property or in shares of the capital of the Company, shall be paid on any other class or series of shares of the Company unless and until a dividend in like amount is first paid in full on the Preferred Shares (on an as-converted basis). The holders of the Preferred Shares shall be entitled to receive any non-cash dividends declared by the board on an as-converted basis.

198 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

30. FINANCIAL LIABILITIES AT FVTPL (CONTINUED)

Convertible preferred shares (continued)

Conversion features

The Preferred Shares shall automatically be converted into ordinary shares at the then applicable Preferred Share conversion price (i) upon the consummation of a qualified initial public offering; or (ii) upon the prior written approval of the approving preferred shareholders. Following the listing of the Company’s shares on 10 March 2025, the convertible preferred shares of the Company have been automatically converted into the ordinary shares of the Company.

The conversion price, which shall initially be determined based on the issue price of the Preferred Shares, shall be adjusted from time to time by customary events such as issuance of additional ordinary shares below the Preferred Shares conversion price, payments of share dividends, subdivision, combinations, or consolidation of ordinary shares.

Following the listing of the Company’s shares on 10 March 2025, the convertible preferred shares of the Company have been automatically converted into the ordinary shares of the Company and the number of ordinary shares are further increased at the ratio of approximately 1:1.106 pursuant to capitalisation issue as disclosed in Note 34. On the listing date, all the convertible preferred shares were converted into ordinary shares in the fair value of the ordinary shares of the Company at the offer price of HK$10.00 (equivalent RMB9.23).

The movement of the fair value of the convertible preferred shares is set out as below:

	Series A Preferred Shares RMB’000	Series B Preferred Shares RMB’000	Series C Preferred Shares RMB’000	Series D Group Preferred Shares RMB’000	Series E Preferred Shares RMB’000	Series F Preferred Shares RMB’000	Total convertible Preferred Shares RMB’000
At 1 January 2024	794,884	622,327	872,493	1,347,306	2,075,835	1,103,842	6,816,687
Changes in fair value	271,974	182,852	104,861	(81,545)	(299,453)	(173,436)	5,253
At 31 December 2024	1,066,858	805,179	977,354	1,265,761	1,776,382	930,406	6,821,940
Changes in fair value	6,490	4,846	5,613	6,825	9,236	4,804	37,814
Conversion into ordinary
shares of the Company	(1,073,348)	(810,025)	(982,967)	(1,272,586)	(1,785,618)	(935,210)	(6,859,754)
At 31 December 2025	–	–	–	–	–	–	–

==> picture [10 x 808] intentionally omitted <==

ZG Group 199

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

30. FINANCIAL LIABILITIES AT FVTPL (CONTINUED)

Convertible preferred shares (continued)

Conversion features (continued)

Prior to the conversion into ordinary shares of the Company, the Group applied the discounted cash flow method to determine the underlying equity value of the Company and adopted option-pricing method and equity allocation model to determine the fair value of the convertible preferred shares. The Group engages an independent qualified valuation specialist, PGA to perform the valuation. Key assumptions are set out as below:

	As at
	31 December
	2024
Equity value (RMB million)	9,405
Discount rate	15.50%
Risk-free interest rate	4.37%
Discount for lack of marketability (“DLOM”)	5.00%
Expected volatility	43.39%

Discount rate was estimated by weighted average cost of capital as of each reporting period. The Group estimated the risk-free interest rate based on the yield of government bond with maturity matching the time to expiration as of the valuation date plus country risk spread. The DLOM was estimated based on the option-pricing method. Under the option pricing method, the cost of put option, which can hedge the price change before the private held share can be sold, was considered as a basis to determine the lack of marketability discount. Volatility was estimated based on annualized standard deviation of daily stock price return of comparable companies for the period before respective valuation date and with similar span as time to expiration. In addition to the assumptions adopted above, the Company’s projections of future performance were also factored into the determination of the fair value of the preference shares as at the end of current and prior reporting periods.

200 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

30. FINANCIAL LIABILITIES AT FVTPL (CONTINUED)

Redeemable preferred shares

In February 2021, Tengcai entered into definitive agreements with a third party investor, Welight Capital L.P (“Welight Capital”) and issued redeemable preferred shares for a cash consideration of RMB20,000,000.

The primary preference rights of the redeemable preferred shares are as follows:

Voting rights

The holder of redeemable preferred shares shall carry such number of votes as is equal to the number of votes of ordinary shares of Tengcai.

Redemption rights

Upon the earlier to occur of (i) Tengcai has not completed an initial public offering following the seventh anniversary of the issuance date of the redeemable preferred shares, or (ii) any material breach of any transaction agreement by Tengcai or any founder party of Tengcai, any holder of the redeemable preferred shares may require Tengcai to redeem any or all of the outstanding equity securities held by such holders at the redemption price which represent the repurchase price, plus an interest at an annual rate of 8% calculating from the issuance date to the payment date, plus any dividend declared but collected by such holder.

Anti-dilution protection

Since the date of the definitive agreement signed to the date of successful listing of Tengcai, Tengcai is prohibited to sell/issue additional shares for consideration per share less than the consideration per share paid by Welight Capital. Otherwise, a full ratchet clause will be applied. Under the full ratchet clause, Tengcai is obliged to compensate the Welight Capital by reducing the conversion price of its shares down to newly issued share price. Effectively, this means that the Welight Capital would need to be given new shares (at no additional cost) in order to ensure that its overall ownership is not diminished by the sale of the new ordinary shares.

The movements of the fair value of the redeemable preferred shares are set out as below:

		2025	2024
		RMB’000	RMB’000
Carrying	amounts at the beginning of the year	27,759	25,008
Changes	in fair value	(1,567)	2,751
Carrying	amounts at the end of the year	26,192	27,759

==> picture [10 x 808] intentionally omitted <==

ZG Group 201

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

30. FINANCIAL LIABILITIES AT FVTPL (CONTINUED)

Redeemable preferred shares (continued)

Anti-dilution protection (continued)

The Group applied the discounted cash flow method to determine the underlying equity value of the Tengcai and adopted option-pricing method and equity allocation model to determine the fair value of the redeemable preferred shares. Key assumptions are set out as below:

	2025 %	2024 %
Pre-tax discount rate	19.43	18.33
Risk-free interest rate	1.37	1.23
Expected volatility	65.26	71.76

Listed Warrants

Each warrant listed on the Stock Exchange with warrant code 2572 (“Listed Warrants”) gives the holder the right to subscribe for one share of the Company upon completion of the De-SPAC Transaction at HK$11.50 per share when the average closing price of the ordinary shares of the Company for the 10 trading days immediately prior to the date on which the notice of exercise is received by the registrar (the “Fair Market Value”) is at least HK$11.50 per share, provided that if the Fair Market Value is HK$18.00 or higher, the Fair Market Value will be deemed to be HK$18.00 for the purpose of calculating the number of shares to be issued upon exercise of any Listed Warrants. Such exercise will be conducted on a cashless basis by the holders surrendering the Listed Warrants for that number of ordinary shares of the Company, subject to adjustment, equal to the product of the number of ordinary shares of the Company underlying the Listed Warrants, multiplied by a quotient equal to the excess of the Fair Market Value of an ordinary share of the Company over HK$11.50 divided by the Fair Market Value of the ordinary share of the Company.

The Listed Warrants are exercisable 30 days after the completion of the De-SPAC Transaction up to the date immediately preceding the fifth anniversary of the date of the completion of the De-SPAC Transaction, both days inclusive.

202 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

30. FINANCIAL LIABILITIES AT FVTPL (CONTINUED)

Promoter Warrants

Pursuant to the Business Combination Agreement, the Company issued 30,131,879 promoter warrants (“Promoter Warrants”) exchanged for Aquila’s promoter warrant upon listing. Each Promoter Warrant gives the holder the right to subscribe for one ordinary share of the Company at HK$11.50 per share. The Promoter Warrants are exercisable 12 months after the completion of the De-SPAC Transaction. The contractual life of the Promoter Warrants is until 10 March 2030.

For the Promoter Warrants issued, those warrant holders will not be serving as employees of the Group nor will they provide services to the Group after the De-SPAC Transaction. Therefore, the Aquila’s promoter warrants were assumed by the Company and the Promoter Warrants are regarded as part of the De-SPAC Transactions and IFRS 9 is applied in accounting for them.

Promoter Earn-out Rights

Pursuant to the promoter earn-out and lock-up agreement, the Company grants to the Promoters the right to receive a maximum of 12,508,125 ordinary shares of the Company.

The Promoter Earn-out Right is triggered only if the volume weighted average price of the Company (calculated based on the daily quotation sheets of the Stock Exchange) equals or exceeds HK$12 per share for a period of not less than 20 trading days within a 30 consecutive trading day period commencing six months after, and ending on the fifth anniversary of the date of, the completion of the De-SPAC Transaction. No service conditions for the Promoters was stipulated. Therefore, the earn-out arrangement is regarded as part of the De-SPAC Transaction instead of as post-acquisition remuneration and IFRS 9 is applied in accounting for this agreement.

Presentation and Classification

The directors of the Company considered that the Listed Warrants, Promoter Warrants and Promoter Earn-Out Rights are accounted for as financial liabilities measured at FVTPL.

The directors of the Company also considered that the changes in the fair value of the Listed Warrants, Promoter Warrants and Promoter Earn-Out Rights attributable to the change in credit risk of these financial liabilities are minimal. Changes in fair value of the Listed Warrants, Promoter Warrants and Promoter Earn-Out Rights not attributable to the change in credit risk of the financial liabilities are charged to profit or loss and presented as “fair value changes of financial liabilities at FVTPL”.

The Listed Warrants, Promoter Warrants and Promoter Earn-Out Rights were valued by the directors of the Company with reference to valuation reports carried out by an independent qualified professional valuer, PGA, which has appropriate qualifications and experiences in valuation of similar instruments.

==> picture [10 x 808] intentionally omitted <==

ZG Group 203

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

30. FINANCIAL LIABILITIES AT FVTPL (CONTINUED)

Promoter Earn-out Rights (continued)

Presentation and Classification (continued)

The directors of the Company arrived the fair value of the Listed Warrants, Promoter Warrants and Promoter Earn-Out Rights using binomial model and monte carlo simulation model as at valuation dates. Key valuation assumptions used to determine the fair value of Listed Warrants, Promoter Warrants and Promoter Earn-Out Rights are as follows:

	As at 31 December 2025	As at 31 December 2025	As at 10 March	2025
	Listed &	Promoter		Promoter
	Promoter	Earn-Out	Promoter	Earn-Out
	Warrants	Rights	Warrants	Rights
Time to maturity	4.19 years	4.19 years	5.00 years	5.00 years
Risk-free interest rate	2.55%	2.55%	3.08%	3.08%
Expected volatility	47.31%	47.31%	48.97%	48.97%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%

The directors of the Company estimated the risk-free interest rate based on the yield of Hong Kong Treasury security with a maturity life equal to the expected time to maturity of Listed Warrants, Promoter Warrants and Promoter Earn-Out Rights as of the valuation date. Expected volatility value was estimated on each valuation date based on average of historical volatilities of the comparable companies in the same industry for a period from the respective valuation dates to expected liquidation dates. Dividend yield is estimated based on management estimation at the valuation dates.

204 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

31. SHARE CAPITAL AND TREASURY STOCK

Share capital

The movement of share capital of the Company is set out as below:

	Par value	Par value	Par value		Number	Number	of		Share
	per share			ordinary		shares			capital
		US$		Class A			Class B		US$000
Authorised:
As at 1 January 2024, and
31 December 2024 and 2025	0.00005			1,700,000,000			300,000,000		100
	Par value per share US$			Number of ordinary shares Class A Class B				Share capital US$	Share capital presented in RMB RMB’000
Issued:
As at 1 January 2024 and
31 December 2024	0.00005			45,324,446	172,684,310			10,900	71
Conversion of preference shares (Note 30)	0.00005		743,121,519				–	37,156	267
Shares issued to PIPE and PEF investors	0.00005			54,814,642			–	2,741	20
Shares issued to promoters (Note 34)	0.00005			24,109,411			–	1,205	9
Shares and bonus shares issued to
non-redeeming Aquila’s Class A
shareholders (Note 34)	0.00005			7,869,750			–	393	2
Capitalisation issue to existing
shareholders (note)	0.00005			4,816,731	18,351,552			1,158	8
Conversion of Class B ordinary shares to
Class A ordinary shares	0.00005			90,000		(90,000)		–	–
As at 31 December 2025			880,146,499		190,945,862			53,553	377
Note:

The capitalisation issue of 94,555,053 (Class A: 76,203,501 (including the conversion of preference shares), Class B: 18,351,552) shares is calculated at the ratio of approximately 1:1.106, which is derived from the ratio of converting 904,298,188 ordinary shares (including the conversion of preference shares) immediately before completion of the De-SPAC Transaction into 1,000,400,000 ordinary shares immediately after completion of the De-SPAC Transaction.

The Company has adopted a weighted voting rights structure. The share capital of the Company comprises Class A Shares and Class B Shares. The Class B shares are beneficially owned by Mr. Wang Dong and Mr. Wang Changhui. Each Class A Share entitles the holder to exercise one vote, and each Class B Share entitles the holder to exercise ten votes, respectively, on any resolution tabled at the Company’s general meetings, except for resolutions with respect to the reserved matters, in relation to which each share is entitled to one vote.

==> picture [10 x 808] intentionally omitted <==

ZG Group 205

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

31. SHARE CAPITAL AND TREASURY STOCK (CONTINUED)

Treasury Stock

	Number of shares	Amounts RMB’000
As at 1 January 2024 and 31 December 2024	–	–
Share repurchased	13,910,500	36,955
As at 31 December 2025	13,910,500	36,955

32. SHARE-BASED PAYMENT TRANSACTIONS

Equity instruments granted by the Company to employees of the Group

2023 Pre-Listing Share Option Scheme

On 14 July 2023, the board of the Company approved the 2023 Pre-Listing Share Option Scheme for the primary purpose of recognising the contributions of certain employees and senior management of the Group and directors of the Company. The overall limit on the number of underlying shares pursuant to the 2023 Pre-Listing Share Option Scheme is 64,702,653 shares of the Company.

The option granted under the 2023 Pre-Listing Share Option Scheme can only be vested in the following manners (each date on which any portion of options granted shall be vested is hereinafter referred to as a “Vesting Date of 2023 Pre-Listing Share Option Scheme” and each batch on which any portion of options granted shall be vested is hereinafter referred to as a “Batch under 2023 Pre-Listing Share Option Scheme”):

Batch	under 2023 Pre-Listing
Share	Option Scheme	Vesting Date of 2023 Pre-Listing Share Option Scheme
Batch	1	Not subject to any vesting period
Batch	2	Upon the Listing without service condition (note)
Batch	3	Within 5 business days of the first anniversary of the Listing Date, 50%
		of the options shall vest; and within 5 business days of the second
		anniversary of the Listing Date, the rest 50% of the option shall vest

Note: Batch 2 is only exercisable six months upon the Listing.

There is no outstanding share opinion granted under Batch 1 as at 1 January 2024, 31 December 2024 and 2025.

206 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

32. SHARE-BASED PAYMENT TRANSACTIONS (CONTINUED)

Equity instruments granted by the Company to employees of the Group (continued)

2023 Pre-Listing Share Option Scheme (continued)

Set out below are details of the movements of the outstanding Batch 2 and 3 of share options granted under the 2023 Pre-Listing Share Option Scheme:

	Outstanding				Outstanding
	as at				as at 31
	1 January				December
Batch 2	2025	Granted	Exercised	Forfeited	2025
Employee:
5 March 2025	–	9,010,154	–	–	9,010,154
Director:
5 March 2025	–	1,649,500	–	–	1,649,500
	–	10,659,654	–	–	10,659,654
Exercisable at the end of the year					10,659,654
Weighted average exercise price
(RMB)	–	1.09	–	–	1.09
	Outstanding				Outstanding
	as at				as at 31
	1 January				December
Batch 3	2025	Granted	Exercised	Forfeited	2025
Employee:
5 March 2025	–	4,058,948	–	–	4,058,948
Director:
5 March 2025	–	1,382,840	–	–	1,382,840
	–	5,441,788	–	–	5,441,788
Exercisable at the end of the year					–
Weighted average exercise price
(RMB)	–	3.62	–	–	3.62

Note: The number of share option granted have been automatically increased from 14,554,683 to 16,101,442 at the ratio of approximately 1:1.106, pursuant to capitalization issue as disclosed in Note 31.

The share options outstanding as at 31 December 2025 has a weighted average remaining contractual life of 9.18 years (31 December 2024: nil).

==> picture [10 x 808] intentionally omitted <==

ZG Group 207

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

32. SHARE-BASED PAYMENT TRANSACTIONS (CONTINUED)

Equity instruments granted by the Company to employees of the Group (continued)

2023 Pre-Listing Share Option Scheme (continued)

The estimated fair value of the share options at the date of grant were approximately RMB106,034,000 for Batch 2 and Batch 3 granted in 2025. The fair value was calculated using the Binomial model. The major inputs into the model are as follows:

	Batch 2	Batch 3
Equity value per share (RMB)	9.25	9.25
Exercise price (RMB)	0.0009-6.45	3.62
Expected volatility	50.59%	50.59%
Expected life (years)	10	10
Risk-free interest rate	1.81%	1.81%
Forfeiture rate	0.00%	0.00%-16.29%

The risk-free interest rate was based on market yield rate of PRC government bonds with the term corresponding to the contractual life of the options. Expected volatility was determined by using the historical volatility of the comparable companies. Changes in variables and assumptions may result in changes in the fair values of the share options.

The variables and assumptions used in computing the fair value of the share options are based on the directors of the Company’s best estimate. The value of an option varies with different variables of certain subjective assumptions.

The Group recognised total expense of approximately RMB94,697,000 for the year ended 31 December 2025 (31 December 2024: nil) in relation to options granted by the Company under the 2023 Pre-Listing Share Option Scheme.

2025 Share Award Scheme

On 21 October 2025, the Board resolved to adopt a share award scheme (the “2025 Share Award Scheme”) whereby awards of ordinary shares (the “Restricted Shares”) of the Company may be made to eligible participants (the “Selected Participants”), not exceeding 10% of the total number of issued and outstanding Shares (excluding treasury shares) of the Company as at the date of passing such resolution, being 107,109,236 Class A Shares, pursuant to which existing ordinary shares of the Company will be purchased by a trustee from the market out of cash contributed by the Group and be held in trust for the relevant Selected Participants until such Restricted Shares are vested with the relevant Selected Participants in accordance with the provisions of the 2025 Share Award Scheme.

208 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

32. SHARE-BASED PAYMENT TRANSACTIONS (CONTINUED)

Equity instruments granted by the Company to employees of the Group (continued)

2025 Share Award Scheme (continued)

The 2025 Share Award Scheme shall be effective from 21 October 2025 and shall continue in full force and effect until such date of termination as determined by the Board, after which period no further award shares shall be granted or accepted, but the provisions of the 2025 Share Award Scheme shall remain in full force and effect in order to give effect to the vesting of award shares granted and accepted prior to the expiration or termination of the 2025 Share Award Scheme.

During the year ended 31 December 2025, the Company purchased on the Stock Exchange a total of 13,450,000 ordinary shares at a total consideration of approximately RMB35,980,000 pursuant to the terms of the trust deed under the 2025 Share Award Scheme.

As at 31 December 2025, no restricted shares have been granted to any Selected Participants pursuant to the 2025 Share Award Scheme.

33. PLEDGE OF ASSETS

At the end of each reporting period, the Group pledged certain assets as securities for borrowings and other financing facilities. Details of the pledged assets and the corresponding carrying amounts are set out below:

	2025	2024
	RMB’000	RMB’000
Buildings	193,897	198,515
Right-of-use assets	16,128	16,514
Restricted cash	1,146,601	470,280
Trade receivables, prepayments and other receivables	10,160	6,380
Financial assets at FVTOCI	183,904	53,417
	1,550,690	745,106

34. CAPITAL REORGANISATION

Capital reorgnisation as part of the De-SPAC Transaction (“Capital Reorganisation”) is accounted for as share-based payment transaction under IFRS 2 and the shares allotted and issued to effect the Capital Reorganisation are measured at fair value of the equity consideration issued to the former owners of Aquila.

Since the Company has issued shares with a fair value in excess of the net assets of Aquila acquired, the difference is recognised in profit or loss as De-SPAC Transaction expenses arising from Capital Reorganisation.

==> picture [10 x 808] intentionally omitted <==

ZG Group 209

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

34. CAPITAL REORGANISATION (CONTINUED)

The fair value of the consideration was determined as follows:

• (i) Based on the number of non-redeeming shares of Aquila outstanding immediately prior to the Capital Reorganisation, plus the bonus share issued immediately prior to the Capital Reorganisation, totalling 7,869,750 shares, with a share price of HK$10 per share; and

• (ii) Based on the number of Aquila’s promoter shares outstanding immediately prior to the Capital Reorganisation, totalling 24,109,411 shares, also at a share price of HK$10 per share.

Accordingly, the deemed consideration amount to approximately RMB295,184,000.

The fair value hierarchy of the input (i.e. share price of Aquila) to determine De-SPAC Transaction expense is categorised under Level 1 by reference to the quoted bid prices in an active market.

The carrying amount of the identifiable assets and liabilities of Aquila acquired or assumed upon the Capital Reorgnisation in exchange for the issued share capital of the Company and the De-SPAC Transaction expense arising from the capital reorganisation are set out as follows:

	RMB’000
Ordinary shares of the Company issued:
– In exchange of non-redeeming Aquila’s Class A shareholders	69,184
– As bonus shares issue to non-redeeming Aquila’s Class A shareholders	3,459
– As promoter shares	222,541
	295,184
Less: fair value of Aquila’s identifiable assets acquired and liabilities assumed
Cash and cash equivalents	115,769
Trade and other receivables	759
Accrued payable	(9,231)
	107,297
Excess of net assets	187,887
Other liabilities arising from the Capital Reorganisation:
Listed warrants	1,930
Promoter Warrants liabilities	78,485
Promoter earn-out right liabilities	105,288
De-SPAC Transaction expense arising from capital reorganisation	373,590
Net cash inflow from Capital Reorganisation:
Cash and cash equivalent balances acquired	115,769

210 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

35. DERIVATIVE FINANCIAL INSTRUMENTS

The Group has the following steel products related derivative futures contracts and foreign exchange forwards outstanding as at the end of each reporting period. They are marked to market with the resulting gain or loss taken to profit or loss.

	Notional amount RMB’000	Fair value RMB’000
31 December 2025
(a) Futures:
Bought	(3,740)	(7,382)
Sold	3,740	7,382
Total	–	–
(b) Foreign exchange forward contracts – Liabilities	–	(2,271)
31 December 2024
(a) Futures:
Bought	1,624	2,813
Sold	(1,624)	(2,813)
Total	–	–

Major terms of the foreign exchange forward contracts are as follows:

2025

Notional amounts in millions	Maturity
Sell MYR16.4, Buy US$	29 April 2025 to 4 May 2026
Sell MYR12.6, Buy US$	29 September 2025 to 1 October 2026

36. RETIREMENT BENEFITS PLANS

Defined contribution plans

The employees of the Group’s PRC subsidiaries are members of the state-managed retirement benefit scheme operated by the PRC government. The subsidiaries are required to contribute a certain percentage of their payroll to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefits scheme is to make the required contributions under the scheme.

The amounts of total contribution paid to the retirement benefits scheme charged to profit or loss during the current and prior reporting periods are disclosed in Notes 11 and 12.

==> picture [10 x 808] intentionally omitted <==

ZG Group 211

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

37. CAPITAL RISK MANAGEMENT

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance.

The capital structure of the Group consists of net debt, which includes the lease liabilities, financial liabilities at FVTPL and bank and other borrowings disclosed in Notes 29, 30 and 27, respectively, net of cash and cash equivalents, and equity attribute to owners of the Company, comprising share capital and reserves and non-controlling shareholders.

The directors of the Company review the capital structure regularly. As part of this review, the directors consider the cost of capital and the risk associated with each class of capital. Based on recommendation of the directors, the Group will balance its overall capital structure through new share issues, share buy-backs as well as the issue of new debt or the redemption of existing debts.

38. FINANCIAL INSTRUMENTS

a. Financial instruments by categories

Financial instruments by categories
	2025 RMB’000	2024 RMB’000
Financial assets
Financial assets at FVTPL	47,752	42,806
Financial assets at amortised cost	9,858,427	9,365,659
Financial assets at FVTOCI	191,270	114,349
	10,097,449	9,522,814
Financial liabilities
Financial liabilities at FVTPL	30,677	6,849,699
Financial liabilities at amortised cost	9,861,684	9,517,232
Derivative financial liabilities	2,271	–
	9,894,632	16,366,931

212 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

b. Financial risk management

The Group’s major financial instruments include financial assets/liabilities at FVTPL, trade and other receivables, prepayment to sellers in relation to transaction services and transaction support services, financial assets at FVTOCI, derivative financial assets/liabilities, cash and cash equivalents and restricted cash, trade, bills and other payables, advances received from buyers in relation to transaction services and transaction support services, bank and other borrowings and lease liabilities. Details of these financial instruments are disclosed in respective notes. The risks associated with these financial instruments include market risk (currency risk, interest rate risk and price risk), credit risk and liquidity risk. The policies on how to mitigate these risks are set out below. The management of the Group manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

Market risk

(i) Currency risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures comprising RMB, US$, JPY and HK$. The Group maintains natural hedges, whenever possible, by borrowing in currencies that match the future revenue stream to be generated from its investments.

The significant carrying amounts of monetary assets and monetary liabilities denominated in currencies other than the functional currencies of the relevant group entities at the end of each reporting period, are as follows:

	Assets	Assets	Liabilities
	2025	2024	2025	2024
	RMB’000	RMB’000	RMB’000 RMB’000
RMB	22	1,861	–	537
US$	13,158	3,983	27,377	4,442
JPY	–	2	–	–
HK$	547	36	201	206

The above foreign currency denominated monetary assets and monetary liabilities mainly represent the Group’s trade and other receivables, trade payable, pledged bank deposits and cash and cash equivalent.

==> picture [10 x 808] intentionally omitted <==

ZG Group 213

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

b. Financial risk management (continued)

Market risk (continued)

(i) Currency risk (continued)

Sensitivity analysis

The following tables detail the Group’s sensitivity to a 10% increase and decrease in the functional currency against US$ and RMB. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items, and adjusts their translation at the end of the reporting period for a 10% change in foreign currency rates. A positive (negative) number below indicates a decrease (an increase) in loss after taxation where US$ and RMB strengthens 10% against the functional currency of each group entity.

	US$ impact
	2025	2024
	RMB’000	RMB’000
Loss after tax	(1,066)	(34)
	RMB impact
	2025	2024
	RMB’000	RMB’000
Loss after tax	2	99

The impact of JPY and HK$ is not presented, since the outstanding monetary items denominated in JPY and HK$ are not significant and their impact is immaterial.

214 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

b. Financial risk management (continued)

Market risk (continued)

(ii) Interest rate risk

The Group’s fair value interest rate risk mainly relate to fixed-rate borrowings, pledged bank deposits and bank balances.

In order to exercise prudent management against interest rate risk, the Group continues to review market trends against its business operations and financial position in order to arrange the most effective interest rate risk management tools.

(iii) Price risk

The Group is exposed to price risk in respect of its financial assets at FVTPL. The management strictly monitors this exposure by maintaining a portfolio of investments with different levels of risks. The Group has designated a team to monitor the price risk and will consider hedging the risk exposure should the need arises.

Sensitivity analysis

If the prices of the respective financial assets at FVTPL had increased/decreased by 5% with all other variables held constant, the post-tax loss for the year ended 31 December 2025 would decrease/increase by RMB1,790,500 (2024: RMB1,605,000), respectively.

Credit risk and impairment assessment

Credit risk refers to the risk that the Group’s counterparties default on their contractual obligations resulting in financial losses to the Group. The Group’s credit risk exposures are primarily attributable to trade and other receivables, prepayment to sellers in relation to transaction services and transaction support services, financial assets at FVTOCI, cash and cash equivalents and restricted cash. The carrying amounts of each class of the above financial assets represent the Group’s maximum exposure to credit risk in relation to financial assets. Trade and other receivables that are credit-impaired are assessed for ECL individually. For the remaining trade and other receivables, the Group applies a collective assessment by grouping the debtors based on shared credit risk characteristics. The Group engages an independent qualified valuation specialist, PGA, to assess the expected credit losses.

==> picture [10 x 808] intentionally omitted <==

ZG Group 215

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

b. Financial risk management (continued)

Credit risk and impairment assessment (continued)

Trade receivables (excluding trade receivables in relation to transaction services)

In order to minimise the credit risk, the management of the Group has delegated a team responsible for determination of credit limits and credit approvals. Before accepting any new buyer, the Group uses an internal credit scoring system to assess the potential buyer’s credit quality and defines credit limits by buyer. Other monitoring procedures are in place to ensure that follow-up action is taken to recover overdue debts.

Loss allowance for trade receivables other than trade receivables in relation to transaction services are measured at an amount equal to lifetime ECL. Trade receivables are mainly amounts due from public companies, state-owned enterprises, reputable and sizeable steel trading companies. The ECL on trade balances are estimated by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtor’s general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forward-looking macroeconomic factors affecting the ability of the debtors to settle the receivables. In this regard, the directors of the Company consider that the Group’s credit risk is significantly reduced. The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics and trade receivables are generally considered as having low risk of default.

The Group has concentration of credit risk as 19% (2024: 20%) of the total trade receivables was due from the Group’s largest customer within the overseas transaction business.

Cash and cash equivalents, restricted cash and financial assets at FVTOCI

Loss allowance for cash and cash equivalents, restricted cash and financial assets at FVTOCI are measured at an amount equal to 12m ECL. The credit risk on cash and cash equivalent, restricted cash and financial assets at FVTOCI is limited because the counterparties are banks with high credit-ratings assigned by credit rating agencies. The Group assessed the loss allowance to be insignificant and no provision is provided.

216 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

b. Financial risk management (continued)

Credit risk and impairment assessment (continued)

Prepayment to sellers in relation to transaction services and transaction support services, other receivables and trade receivables in relation to transaction services

For trade receivables in relation to transaction services, the Group has applied the general approach in IFRS 9 to measure the loss allowance approximate to such at 12m ECL, unless there has been a significant increase in credit risk since initial recognition, in which case the Group recognises lifetime ECL. The ECL on these items are assessed individually, estimated based on historical credit loss experience on the past default experience of the debtor, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

The Group assessed that the loss allowance from the prepayment to sellers in relation to transaction services and transaction support services to be insignificant and no loss allowance is recognised.

The Group’s current credit risk grading framework comprises the following categories:

Categories	Description	Basis for recognising ECL
Performing	The counterparty has a low risk of default (i.e.	12m ECL or lifetime ECL –
	state-owned enterprise (“SOE”) and government-	not credit-impaired
	linked corporation (“GLC”) with aging less than
	180 days)
Watch list	The counterparties who are SOE and GLC with	12m ECL or lifetime ECL –
	aging more than 180 days but within 1 year; or	not credit-impaired
	the counterparty other than SOE and GLC with
	aging less than 180 days
Doubtful	The counterparty other than SOE and GLC with	Lifetime ECL – not credit-
	aging more than 180 days but within 1 year, new	impaired
	counterparty other than SOE and GLC, or there
	have been a significant increase in credit risk
	since initial recognition (i.e. counterparties who
	are SOE and GLC with aging above 1 year)
Loss	There is evidence indicating the debtor is credit-	Lifetime ECL – credit-
	impaired	impaired
Write-off	There is evidence indicating that the debtor is in	Amount is written off
	severe financial difficulty and the Group has no
	realistic prospect of recovery

==> picture [10 x 808] intentionally omitted <==

ZG Group 217

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

b. Financial risk management (continued)

Credit risk and impairment assessment (continued)

The following table provides information about the exposure to credit risk for trade and other receivables which are subject to ECL assessment.

	Internal Credit ratings Basis for recognising ECL 2025 2024 Average loss rate Gross carrying amount Average loss rate Gross carrying amount % RMB’000 % RMB’000
Trade receivables	Performing and watchlist Lifetime ECL – not credit impaired 0.83 435,733 0.77 201,068
	Doubtful Lifetime ECL – not credit impaired 6.43 46,289 6.42 20,436 Loss Lifetime ECL – credit impaired 64.60 175 92.59 206
Subtotal	482,197 221,710
Trade receivables in relation to transaction services	Performing and watchlist 12m ECL 1.69 80,256 1.45 19,769 Doubtful Lifetime ECL – not credit impaired 6.43 66,417 6.42 30,260 Loss Lifetime ECL – credit impaired 83.96 38,962 73.91 26,944
Subtotal	185,635 76,973
Other receivables	Performing 12m ECL * 92,466 * 92,590 Doubtful Lifetime ECL – not credit impaired 1.59 5,988 6.69 894 Loss Lifetime ECL – credit impaired 100.00 16,655** 100.00 15,837
Subtotal	115,109 109,321

• Average loss rate below 0.01%.

218 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

b. Financial risk management (continued)

Credit risk and impairment assessment (continued)

The estimated loss rates are estimated based on historical observed default rates over the expected life of the debtors and forward-looking information that is available without undue cost or effort. As at 31 December 2025, the Group provided RMB26,065,000 (2024: RMB13,262,000) impairment allowance for trade receivables and other receivables based on collective assessment. Impairment allowance of RMB20,771,000 (2024: RMB27,876,000) was assessed individually on trade receivables and other receivables with gross carrying amount of RMB45,282,000 (2024: RMB36,227,000).

The following table shows the movement in lifetime ECL that has been recognised for trade receivables under the simplified approach except trade receivables in relation to transaction services.

	Lifetime ECL (not credit impaired) RMB’000	Lifetime ECL (credit impaired) RMB’000	Total RMB’000
As at 1 January 2024	1,140	4,579	5,719
Impairment losses recognised	601	827	1,428
Impairment losses reversed	(157)	(3,934)	(4,091)
Transfer to credit-impaired	(31)	31	–
As at 31 December 2024	1,553	1,503	3,056
Impairment losses recognised	3,593	106	3,699
Impairment losses reversed	(3,797)	(191)	(3,988)
Transfer to credit-impaired	(77)	77	–
Write-offs	–	(34)	(34)
As at 31 December 2025	1,272	1,461	2,733

==> picture [10 x 808] intentionally omitted <==

ZG Group 219

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

b. Financial risk management (continued)

Credit risk and impairment assessment (continued)

The following table shows the movement in ECL that has been recognised for trade receivables in relation to transaction services under general approach.

	12m ECL RMB’000	Lifetime ECL (not credit impaired) RMB’000	Lifetime ECL (credit impaired) RMB’000	Total RMB’000
As at 1 January 2024	4,250	3,959	12,364	20,573
Impairment losses recognised	50	3,410	7,411	10,871
Impairment losses reversed	(4,014)	(3,693)	(1,595)	(9,302)
Transfer to credit impaired	–	(1,733)	1,733	–
As at 31 December 2024	286	1,943	19,913	22,142
Impairment losses recognised	406	5,781	26,281	32,468
Impairment losses reversed	(30)	(1,473)	(5,829)	(7,332)
Transfer to credit impaired	–	(242)	242	–
Write-offs	–	–	(20,021)	(20,021)
As at 31 December 2025	662	6,009	20,586	27,257

220 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

b. Financial risk management (continued)

Credit risk and impairment assessment (continued)

The following table shows the movement in ECL that has been recognised for other receivables.

	12m ECL RMB’000	Lifetime ECL (not credit impaired) RMB’000	Lifetime ECL (credit impaired) RMB’000	Total RMB’000
As at 1 January 2024	19	3	75	97
Impairment losses recognised	50	57	58,931	59,038
Impairment losses reversed	(26)	–	(44)	(70)
Write-offs	–	–	(43,125)	(43,125)
As at 31 December 2024	43	60	15,837	15,940
Impairment losses recognised	94	38	86,638	86,770
Impairment losses reversed	(41)	(3)	(20)	(64)
Write-offs	–	–	(85,800)	(85,800)
As at 31 December 2025	96	95	16,655	16,846

The Group writes off trade and other receivables when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings. The Group has taken legal action against the debtors to recover the amount due.

For all other instruments, the Group measures the loss allowance equal to 12m ECL, unless when there has been a significant increase in credit risk since initial recognition, on which the Group recognises lifetime ECL. The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition.

==> picture [10 x 808] intentionally omitted <==

ZG Group 221

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

b. Financial risk management (continued)

Liquidity risk

The convertible preferred shares are non-redeemable and automatically converted into ordinary shares of the Company upon the listing of the Company shares on 10 March 2025, details of which are set out in Note 30.

The Group closely monitors its cash position resulting from its operations and maintains a level of cash and cash equivalents deemed adequate by the management to enable the Group to meet in full its financial obligations as they fall due for the foreseeable future. The Group monitors the utilisation of bank borrowings and ensure compliance with loan covenants.

The following table details the Group’s remaining contractual maturity for its financial liabilities and derivative instruments, except for listed warrants, promoter warrants and earn-out rights which to be settled on a cashless basis. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay.

The table includes both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate at the end of each reporting period.

In addition, the following table details the Group’s liquidity analysis for its derivative financial instruments. The tables have been drawn up based on the undiscounted contractual net cash (inflows) and outflows on derivative instruments that settle on a net basis, and the undiscounted gross (inflows) and outflows on those derivatives that require gross settlement.

222 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

b. Financial risk management (continued)

Liquidity table

==> picture [419 x 59] intentionally omitted <==

----- Start of picture text -----

Weighted On demand Total
average or less than 3 months 1 year Over undiscounted Carrying
interest rate 3 months to 1 year to 5 years 5 years cash flows amount
% RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
----- End of picture text -----

As at 31 December 2025
Interest bearing trade payables	1.27	3,086	1,230	–	–	4,316	4,304
Non-interest bearing trade,
bills and other payables	N/A	9,136,376	–	–	–	9,136,376	9,136,376
Bank and other borrowings	3.12	334,867	395,836	–	–	730,703	721,004
Redeemable preferred shares	8.00	–	–	31,200	–	31,200	26,192
Lease liabilities	4.37	2,728	5,787	16,394	153,986	178,895	79,716
Derivative financial instruments	N/A	–	2,271	–	–	2,271	2,271
		9,477,057	405,124	47,594	153,986	10,083,761	9,969,863
As at 31 December 2024
Interest bearing trade payables	1.45	60,102	–	–	–	60,102	60,023
Non-interest bearing trade,
bills and other payables	N/A	9,050,851	–	–	–	9,050,851	9,050,851
Bank and other borrowings	3.40	77,503	338,974	–	–	416,477	406,358
Redeemable preferred shares	8.00	–	–	31,200	–	31,200	27,759
Lease liabilities	3.85	2,468	6,146	7,626	–	16,240	15,102
		9,190,924	345,120	38,826	–	9,574,870	9,560,093

==> picture [10 x 808] intentionally omitted <==

ZG Group 223

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

c. Fair value measurements of financial instruments

Fair value of the Group’s financial assets and financial liabilities that are measured at fair value on a recurring basis

The tables below analyze the Group’s financial instruments carried at fair value at the end of the reporting period, by level of the inputs to valuation techniques used to measure fair value.

Fair value hierarchy as at 31 December 2025	Level 1 RMB’000	Level 2 RMB’000	Level 3 RMB’000	Total RMB’000
Financial assets
Receivables at FVTOCI	–	191,270	–	191,270
Preferred shares investments	–	–	2,035	2,035
Equity securities in a listed entity	1,053	–	–	1,053
Unlisted equity investments	–	2,500	42,164	44,664
Derivative financial assets	–	7,382	–	7,382
Total	1,053	201,152	44,199	246,404
Financial liabilities
Preferred shares	–	–	26,192	26,192
Listed Warrants	–	–	1,001	1,001
Promoter Warrants	–	–	1,299	1,299
Promoter Earn-out Rights	–	–	2,185	2,185
Derivative financial liabilities	–	9,653	–	9,653
Total	–	9,653	30,677	40,330

224 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

c. Fair value measurements of financial instruments (continued)

Fair value of the Group’s financial assets and financial liabilities that are measured at fair value on a recurring basis (continued)

Fair value hierarchy as at	Level 1	Level 2	Level 3	Total
31 December 2024	RMB’000	RMB’000	RMB’000	RMB’000
Financial assets
Receivables at FVTOCI	–	114,349	–	114,349
Preferred shares investments	–	–	2,612	2,612
Equity securities in a listed entity	1,026	–	–	1,026
Unlisted equity investments	–	–	39,168	39,168
Derivative financial assets	–	2,813	–	2,813
Total	1,026	117,162	41,780	159,968
Financial liabilities
Preferred shares	–	–	6,849,699	6,849,699
Derivative financial liabilities	–	2,813	–	2,813
Total	–	2,813	6,849,699	6,852,512

==> picture [10 x 808] intentionally omitted <==

ZG Group 225

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

c. Fair value measurements of financial instruments (continued)

Fair value of the Group’s financial assets and financial liabilities that are measured at fair value on a recurring basis (continued)

The following table gives information about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation techniques and inputs used). The determination of the fair value for convertible and redeemable preferred shares is set out in Note 30.

	Fair value at	Fair value at			Significant
Financial assets/	2025	2024	Fair value	Valuation techniques and	Unobservable
financial liabilities	RMB’000	RMB’000	hierarchy	key inputs	input(s)
Preferred shares	2,035	2,612	Level 3	Market approach in business	LTM EV/S multiple,
investments				valuation. The key inputs	DLOM
				include enterprise value/last
				twelve months sales
				(“LTM EV/S”) multiple, DLOM.
				Option-pricing method and equity	Probability of
				allocation model to allocate the	scenarios, expected
				equity value amongst different	volatility, expected
				classes of shares. The key	time to expiration,
				inputs include equity value,	and risk free rate.
				exercise values, probability of
				scenarios, expected volatility,
				expected time to expiration,
				and risk free rate.
Equity securities in a	1,053	1,026	Level 1	Transaction price in an active	N/A
listed entity				market.
Unlisted equity	42,164	39,168	Level 3	Market approach. The key inputs	LTM EV/S multiples
investments				include LTM EV/S multiples	or enterprise value/
				or enterprise value/earnings	earnings before
				before interest and tax	interest and tax
				multiple, DLOM.	multiple, LOM
	2,500	–	Level 2	Recent arm’s length transaction	N/A
				price in an inactive market.
Derivative financial	(2,271)	–	Level 2	Future cash flows are estimated	N/A
assets/liabilities				based on forward exchange
				rate.

226 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

c. Fair value measurements of financial instruments (continued)

Fair value of the Group’s financial assets and financial liabilities that are measured at fair value on a recurring basis (continued)

	Fair value at	Fair value at			Significant
Financial assets/	2025	2024	Fair value	Valuation techniques and	Unobservable
financial liabilities	RMB’000	RMB’000	hierarchy	key inputs	input(s)
Convertible preferred	–	(6,821,940)	Level 3	Refer to Note 30	DLOM, discount rate,
shares					risk free interest rate,
					expected volatility
Redeemable preferred	(26,192)	(27,759)	Level 3	Refer to Note 30	DLOM, discount rate,
shares					risk free interest rate,
					expected volatility
Financial assets at	191,270	114,349	Level 2	Income approach – in this	N/A
FVTOCI				approach, the discounted
				cash flow method was used to
				capture the present value of
				the cash flows to be derived
				from the receivables using the
				discount rate that reflected the
				credit risk of the corresponding
				banks which are observable.
Listed Warrant	(1,001)	–	Level 3	Binomial model and monte carlo	Stock price volatility
Liabilities				simulation model. The key
				inputs include risk-free interest
				rate, comparable company
				stock price volatility.
Promoter Warrant	(1,299)	–	Level 3	Binomial model and monte carlo	Stock price volatility
Liabilities				simulation model. The key
				inputs include risk-free interest
				rate, comparable company
				stock price volatility.
Promoter Earn-out	(2,185)	–	Level 3	Binomial model and monte carlo	Stock price volatility
Rights Liabilities				simulation model. The key
				inputs include risk-free interest
				rate, comparable company
				stock price volatility.

==> picture [10 x 808] intentionally omitted <==

ZG Group 227

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

c. Fair value measurements of financial instruments (continued)

Sensitivity analysis

Fair value of financial assets at FVTPL, including preferred shares investments and unlisted equity investments, is affected by changes in equity value of the investees. If the equity value had increased/decreased by 10% with other variables held constant, the loss after tax for the year ended 31 December 2025 would have been lower/higher by approximately RMB3,581,000 (2024: RMB3,210,000).

Fair value of financial liabilities at FVTPL, including convertible preferred shares, warrants and redeemable preferred shares, is affected by changes in equity value of the Company and Tengcai. If the equity value had increased/decreased by 10% with all other variables held constant, the loss after tax for the year ended 31 December 2025 would have been higher/lower by approximately RMB1,964,000 (2024: RMB513,727,000). Subsequent to the reporting period, the convertible preferred shares have been converted into ordinary shares of the Company upon listing, accordingly, the impact shown in this sensitivity analysis may not represent actual impact to the profit or loss of the Group.

There were no transfers between Level 1, 2 and 3 during the year.

Fair value measurements and valuation processes

The directors of the Company have closely monitored and determined the appropriate valuation techniques and inputs for fair value measurements.

In estimating the fair value of an asset, the Group uses market-observable data to the extent it is available. For instruments with significant unobservable inputs under Level 3, the Group engages an independent qualified valuation specialist, PGA, to perform the valuation. Management of the Group works closely with the qualified external valuers to establish the appropriate valuation techniques and inputs to the model on a regular basis, or when needs arise and will report the significant results and findings to the board of directors of the Company. The Group uses valuation techniques that include inputs that are not based on observable market data to estimate the fair value of certain types of financial instruments.

228 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

c. Fair value measurements of financial instruments (continued)

Fair value measurements and valuation processes (continued)

Reconciliation of Level 3 fair value measurements

As at 31 December 2025	Financial assets at FVTPL RMB’000	Financial liabilities at FVTPL RMB’000
Opening balance	41,780	(6,849,699)
Conversion into ordinary shares of the Company	–	6,859,754
Addition arising from Capital Reorganisation (Note 34)	–	(185,703)
Gain – in profit or loss	2,419	144,971
Closing balance	44,199	(30,677)
	Financial	Financial
	assets at	liabilities at
	FVTPL	FVTPL
As at 31 December 2024	RMB’000	RMB’000
Opening balance	41,254	(6,841,695)
Gain (loss) – in profit or loss	526	(8,004)
Closing balance	41,780	(6,849,699)

Fair value of financial assets and financial liabilities that are not measured at fair value on a recurring basis

For the financial assets and financial liabilities that are not measured at fair value on a recurring basis, the directors of the Company consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the consolidated financial statements approximate their fair values.

==> picture [10 x 808] intentionally omitted <==

ZG Group 229

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

d. Transfers financial assets that are not derecognised in their entirety

The following were the Group’s financial assets as at the end of the reporting period that were transferred to banks or suppliers by discounting/endorsing or factoring on a full recourse basis. As the Group has not transferred the significant risks and rewards, it continues to recognise the full carrying amount and has recognised the cash received on the transfer as a collateralised borrowing (see Note 27). These financial assets are carried at amortised cost in the consolidated statement of financial position.

As at 31 December 2025	Bills discounted to banks that are not derecognised in their entirety RMB’000	Bills endorsed to suppliers that are not derecognised in their entirety RMB’000	Factoring of trade receivables to bank financial institutions with full recourse RMB’000	Total RMB’000
Carrying amount of transferred assets	183,904	4,304	10,160	198,368
Carrying amount of associated liabilities	(183,904)	(4,304)	(10,160)	(198,368)
Net position	–	–	–	–
			Factoring
	Bills	Bills	of trade
	discounted	endorsed	receivables
	to banks that	to suppliers	to bank
	are not	that are not	financial
	derecognised	derecognised	institutions
	in their	in their	with
	entirety	entirety	full recourse	Total
As at 31 December 2024	RMB’000	RMB’000	RMB’000	RMB’000
Carrying amount of transferred assets	53,417	60,023	6,380	119,820
Carrying amount of associated liabilities	(53,417)	(60,023)	(6,380)	(119,820)
Net position	–	–	–	–

230 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

38. FINANCIAL INSTRUMENTS (CONTINUED)

• e. Transferred financial assets that are derecognised in their entirety but have continuing involvement

As at 31 December 2025, the Group has derecognised bills discounted to the banks or endorsed to certain sellers but not expired amounting to RMB8,436,141,000 (2024: RMB9,964,372,000). These bills are issued or guaranteed by reputable PRC banks with high credit ratings, as such, the directors of the Company consider the substantial risks in relation to these bills are interest risk as the credit risk arising from these bills are minimal, the Group has transferred substantially all the risks (i.e. interest risks) of these bills to relevant banks or sellers. However, if the bills cannot be accepted at maturity, the relevant banks or sellers have the right to require the Group to pay off the outstanding balance. Although the Group continues to have involvement in these bills, the management of the Group estimates that the exposure of incurring a loss from its continuing involvement in the derecognised financial assets is insignificant.

==> picture [10 x 808] intentionally omitted <==

ZG Group 231

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

39. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s consolidated statement of cash flows as cash flows from financing activities:

	Bank	Financial
	and other	liabilities	Lease	Interest	Accrued
	borrowings	at FVTPL	liabilities	payable	issue costs	Total
	RMB’000	RMB’000	RMB’000	RMB’000	RMB’000	RMB’000
	(Note 27)	(Note 30)	(Note 29)	(Note 26)	(Note 26)
As at 1 January 2024	610,926	6,841,695	4,264	350	428	7,457,663
Financing cash flows	151,805	–	(8,297)	(39,622)	(907)	102,979
Non-cash changes:
Deferred issue cost	–	–	–	–	831	831
Interest expenses	–	–	361	39,633	–	39,994
Fair value changes of financial
liabilities at FVTPL	–	8,004	–	–	–	8,004
Expire of bills discounted to banks
that are not derecognised in
their entirety	(367,972)	–	–	–	–	(367,972)
New bank borrowings under sellers
finance agreements entered	11,599	–	–	–	–	11,599
Early termination of lease	–	–	(627)	–	–	(627)
New lease entered	–	–	19,401	–	–	19,401
As at 31 December 2024	406,358	6,849,699	15,102	361	352	7,271,872
Financing cash flows	536,762	–	(9,112)	(23,152)	(25,285)	479,213
Non-cash changes:
Deferred issue cost	–	–	–	–	25,612	25,612
Interest expenses	–	–	802	23,247	–	24,049
Capital Reorganisation	–	185,703	–	–	–	185,703
Fair value changes of financial
liabilities at FVTPL	–	(144,971)	–	–	–	(144,971)
Conversion into ordinary shares of
the Company	–	(6,859,754)	–	–	–	(6,859,754)
Expire of bills discounted to banks
that are not derecognised in
their entirety	(222,116)	–	–	–	–	(222,116)
Early termination of lease	–	–	(2,226)	–	–	(2,226)
New lease entered	–	–	75,150	–	–	75,150
As at 31 December 2025	721,004	30,677	79,716	456	679	832,532

232 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

40. RELATED-PARTY TRANSACTIONS

The Group has the following significant transactions with related parties during the reporting periods:

Transactions with related parties

Year ended 31 December	Year ended 31 December
2025	2024
RMB’000	RMB’000
Commission income (note ii) 142	29
Balance with related parities
As at 31 December
2025	2024
RMB’000	RMB’000
Trade related:
Amount due from a related party (note ii) –	37,371
As at 31 December
2025	2024
RMB’000	RMB’000
Non-trade related:
Amounts due from founders and their spouses (note i) –	23,340

Notes:

(i) The balance pertains to amounts due from the founders, namely Wang Dong and Wang Changhui, and their spouses which were non-interest bearing, unsecured and repayable on demand. These amounts had been fully settled in the year ended 31 December 2025.

(ii) The related party is a joint venture of the Group. The amount is included in trade receivables and prepayment to sellers in relation to transaction services and transaction support services in Note 21. The aging of amount due from a related party is within one year.

==> picture [10 x 808] intentionally omitted <==

ZG Group 233

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

40. RELATED-PARTY TRANSACTIONS (CONTINUED)

Compensation of key management personnel

The remuneration of directors and other members of key management during the was as follows:

	2025 RMB’000	2024 RMB’000
Salaries, allowances and benefits	10,225	12,847
Equity-settled share-based payments	18,379	–
Performance-related bonuses	1,370	881
Retirement benefit scheme contribution	645	1,465
	30,619	15,193

41. MAJOR NON-CASH TRANSACTIONS

During the year end 31 December 2025, bank borrowings under supplier finance arrangements amounted to RMB nil (2024: RMB11,599,000) represent the prepayments to suppliers by the relevant banks directly.

During the year ended 31 December 2025, 7,879,750 bonus shares were issued to non-redeeming Aquila’s Class A shareholders, capitalization issue of 4,816,731 of Class A ordinary shares and 18,351,552 of Class B ordinary shares to the existing shareholders and 743,121,519 of Class A ordinary shares were issued upon conversion of preference shares, pursuant to the completion of De-SPAC Transaction.

During the year ended 31 December 2025, pledged bank deposits for bills payable related to transaction services amounting to RMB930,630,000 (2024: RMB842,012,000) was offset to settle the bills payable.

During the year ended 31 December 2025, the Group entered into new lease agreements for the use of leasehold lands, offices and staff dormitory. On the lease commencement, the Group recognized right-of-use assets and lease liabilities of RMB77,325,000 and RMB75,150,000, respectively.

234 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

42. PARTICULARS OF PRINCIPAL SUBSIDIARIES

General information of subsidiaries

As at the end of each reporting period, the Company has direct and indirect ownership interests in the following subsidiaries:

			Proportion of	Proportion of
			ownership interest
			held by the Company
	Place of	Issued capital/	as	of
Name of subsidiaries	incorporation/	registered	2025	2024
(including structured entities)	establishment	capital	%	%	Principal activities	Notes
Zhaogang Netcom	PRC	RMB175,644,293	100.00	100.00	Online steel commerce
Shanghai Pangmao Logistics Co., Ltd	PRC	RMB100,000,000	100.00	100.00	Logistics
Shanghai Tushu Information Services Co.,	PRC	RMB20,000,000	100.00	100.00	No material activities
Ltd. (formerly known as Shanghai Tushu
Financial Information Services Co., Ltd.)
Tianjin Qimao Equity Investment Management	PRC	RMB10,000,000	100.00	100.00	Equity investment
Co., Ltd
Pan King Global Co., Ltd.	PRC	RMB20,000,000	100.00	100.00	Equity investment
Shanghai Xinmao Equity Investment	PRC	RMB10,000,000	100.00	100.00	Equity investment
Management Co., Ltd
Wuhan Pangmao Zhineng Technology Co., Ltd	PRC	RMB50,000,000	100.00	100.00	Provision of Information
					Technology consulting
Steel Searcher Limited	Hong Kong	HK$1	100.00	100.00	Equity investment
	China
Shenzhen Tushu Supply Chain Management	PRC	RMB40,000,000	100.00	100.00	No material activities
Co., Ltd
Shanghai Pangmao Lianxiang Technology	PRC	RMB10,000,000	100.00	100.00	Technology
Co., Ltd
Pangmao Logistics Technology (Tianjin)	PRC	RMB50,000,000	100.00	100.00	No material activities
Co., Ltd
Shanghai Pangmao Metal Materials Processing	PRC	RMB2,000,000	100.00	100.00	No material activities
Co., Ltd
Shanghai Puhuida Digital Technology Co., Ltd.	PRC	RMB30,000,000	100.00	100.00	No material activities
Shenzhen Xinwuyou Technology Co, Ltd.	PRC	RMB10,000,000	100.00	100.00	Provision of Information
(formerly known as Shenzhen Tengcai					technology consulting
Technology Co., Ltd.)
Pangmao Yuanzheng	PRC	–	–	–	Investment holding	ii
Qingdao Zhaogang Netcom E-commerce	PRC	RMB10,000,000	100.00	100.00	Transaction Services
Co., Ltd
Zhaogang (Shanghai) Metal Materials Co., Ltd.	PRC	RMB20,000,000	100.00	100.00	Transaction Services
(formerly known as Chongqing Zhaogang
Netcom E-commerce Co., Ltd)

==> picture [10 x 808] intentionally omitted <==

ZG Group 235

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

42. PARTICULARS OF PRINCIPAL SUBSIDIARIES (CONTINUED)

General information of subsidiaries (continued)

As at the end of each reporting period, the Company has direct and indirect ownership interests in the following subsidiaries: (continued)

			Proportion of	Proportion of
			ownership interest
			held by the Company
	Place of	Issued capital/	as	of
Name of subsidiaries	incorporation/	registered	2025	2024
(including structured entities)	establishment	capital	%	%	Principal activities	Notes
Tengcai.	PRC	RMB24,968,789	48.06	48.06	Provision of Information
					technology consulting	i
Shanghai Zhaogang Huicai Supply Chain	PRC	RMB100,000,000	100.00	100.00	No material activities
Management Co., Ltd. (formerly known as
Shanghai Huicai Supply Chain Management
Co., Ltd.)
Beijing Gangfu	PRC	US$3,500,000	100.00	100.00	No material activities
Shanghai Zhaogang Supply Chain	PRC	RMB100,800,000	100.00	100.00	Transaction Services
Management Co., Ltd.
Steel Searcher Pte. Ltd.	Singapore	US$10,000,000	100.00	100.00	Transaction Services
Steel Searcher Korea Co. Ltd.	South Korea	Korea Won	100.00	100.00	Transaction Services
		(“KRW”)
		3,300,000,000
Steel Searcher Hong Kong Limited	Hong Kong	US$6,000,001	100.00	100.00	Transaction Services
	China
Steel Searcher (Thailand) Co. Ltd	Thailand	Thai Baht	99.99	99.99	No material activities
		(“THB”)
		10,000,000
Steel Searcher Middle East FZCO	UAE Emirates	AED 50,000	100.00	100.00	Transaction Services
(formerly known as Steel Searcher Middle
East DMCC)
STEEL SEARCHER COMPANY (TZ) LIMITED	Tanzania	US$449,500	100.00	100.00	No material activities
Steel Searcher YANGON Company Limited.	Myanmar	US$50,000	100.00	100.00	No material activities
Zhaogang Hong Kong Limited	Hong Kong	HK$1	100.00	100.00	Investment Holding
	China
Zhejiang Gangyou Trading Co., Ltd.	PRC	US$42,000,000	100.00	100.00	Transaction Services
Jiangsu Pangmao Trading Co., Ltd.	PRC	US$20,000,000	100.00	100.00	Transaction Services
Jiangsu Zhaogang Netcom E-commerce	PRC	RMB20,000,000	100.00	100.00	Transaction Services
Co., Ltd.
Chongqing Zhaogang Netcom Information	PRC	RMB20,000,000	100.00	100.00	Transaction Services
Technology Co., Ltd.

236 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

42. PARTICULARS OF PRINCIPAL SUBSIDIARIES (CONTINUED)

General information of subsidiaries (continued)

As at the end of each reporting period, the Company has direct and indirect ownership interests in the following subsidiaries: (continued)

			Proportion of	Proportion of
			ownership interest
			held by the Company
	Place of	Issued capital/	as	of
Name of subsidiaries	incorporation/	registered	2025	2024
(including structured entities)	establishment	capital	%	%	Principal activities	Notes
Zhejiang Zhaogang Netcom E-commerce	PRC	RMB20,000,000	100.00	100.00	Transaction Services
Co., Ltd.
Chongqing Pangmao Trading Co., Ltd.	PRC	US$20,000,000	100.00	100.00	Transaction Services
Henan Zhaogang Netcom Information	PRC	RMB20,000,000	100.00	100.00	No material activities
Technology Co., Ltd.
Shanghai Pangmao Zhiyuan Renewable	PRC	RMB10,000,000	100.00	100.00	No material activities
Resources Co., Ltd.
Guangdong Zhaogang Netcom E-commerce	PRC	RMB20,000,000	100.00	100.00	Transaction Services
Co., Ltd
ZG MERGER SUB LIMITED (CAYMAN)	Cayman	US$50,000	100.00	100.00	No material activities
Zhaogang Industrial Products (Shenzhen)	PRC	RMB20,000,000	100.00	100.00	No material activities
Automation Co., Ltd. (formerly known as
Pangmao Industrial Products (Shenzhen)
Automation Co., Ltd.)
Shanghai Gangyou International Trade	PRC	RMB120,000,000	100.00	100.00	Transaction Services
Co., Ltd.
Fatcat Supply Chain Solutions Malaysia	Malaysia	Ringgit Malaysia	100.00	100.00	Transaction Services
Sdn Bhd		(“MYR”) 1
PT Steel Searcher Indonesia	Indonesia	Rupiah (“RP”)	100.00	100.00	No material activities
		10,000,000,000
Steel Searcher General Trading L.L.C.	UAE	AED100,000	100.00	100.00	Transaction Services
Pangmao Logistics (Gansu) Co., Ltd.	PRC	RMB10,000,000	100.00	100.00	No material activities
Shanghai Gangyou Trading Co., Ltd	PRC	RMB394,952,400	100.00	100.00	Transaction Services
Shenzhen Gangyou Supply Chain Management	PRC	RMB40,000,000	100.00	100.00	Provision of transaction
Co., Ltd.					settlement services
Steel Searcher Viet Nam Co. Ltd	Vietnam	US$300,000	100.00	100.00	No material activities
Company AL-FULAD AL-BAHITH AL-ARBIA	Saudi Arabia	Saudi Riyals	100.00	100.00	No material activities
For Trading (One Partner)		30,000,000
Sunrise Steel Industry L.L.C	UAE	AED300,000	100.00	–	No material activities	iii
Steel Searcher General Trading L.L.C-S.P.C	UAE	AED300,000	90.00	–	No material activities	iii
Haining Zhaogang E-commerce Co., Ltd.	PRC	RMB10,000,000	100.00	–	No material activities	iii

• English name for identification purposes only.

==> picture [10 x 808] intentionally omitted <==

ZG Group 237

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

42. PARTICULARS OF PRINCIPAL SUBSIDIARIES (CONTINUED)

General information of subsidiaries (continued)

Notes:

• i. In March 2021, the Group entered into power of attorney with Pangmao Yuanzheng that Pangmao Yuanzheng transferred its 5.34% voting rights in Tengcai to the Group. Accordingly, the Group’s voting rights in Tengcai increased from 48.06% to 53.40%. Considering the Group’s sufficient voting rights and power to direct the relevant activities of Tengcai, the Group has the ability to exercise control over Tengcai.

• ii. The Company has control over Pangmao Yuanzheng because it has been appointed as the sole managing partner of Pangmao Yuanzheng.

• iii. The entity was set up by the Group in 2025.

None of the subsidiaries had issued any debt securities at the end of the year.

238 2025 ANNUAL REPORT

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

43. STATEMENT OF FINANCIAL POSITION OF THE COMPANY

	2025	2024
	RMB’000	RMB’000
Non-Current Assets
Interests in subsidiaries	2,552,374	2,503,230
Amounts due from subsidiaries	574,826	687,093
	3,127,200	3,190,323
Current Assets
Bank balances and cash	3,568	120
Amounts due from subsidiaries	60,491	75,951
Other receivables	80	2,018
Deferred issue cost	–	3,019
	64,139	81,108
Current Liabilities
Other payables	15,870	514
Amount due to a subsidiary	–	14,242
Accrued professional fees and expenses related to
De-SPAC Transaction	1,343	8,482
Accrued issue costs	679	352
Financial liabilities at FVTPL	4,485	6,821,940
	22,377	6,845,530
Net Current Assets (Liabilities)	41,762	(6,764,422)
Total assets less current liabilities/Net Assets (Liabilities)	3,168,962	(3,574,099)
Capital and Reserves
Share capital	377	71
Reserves	3,168,585	(3,574,170)
Total Equity (Deficit)	3,168,962	(3,574,099)

==> picture [10 x 808] intentionally omitted <==

ZG Group 239

==> picture [9 x 808] intentionally omitted <==

Notes to the Consolidated Financial Statements (Continued)

For the year ended 31 December 2025

44. RESERVES

The movements of the Company’s reserves are set forth below:

			Equity-settled
			share-based
	Treasury	Other	compensation	Share	Accumulated
	stock	Reserve	reserve	premium	losses	Total
	RMB’000	RMB’000	RMB’000	RMB’000	RMB’000	RMB’000
As at 1 January 2024	–	–	–	343,947	(3,902,498)	(3,558,551)
Loss and total comprehensive
expense for the year	–	–	–	–	(15,619)	(15,619)
As at 31 December 2024	–	–	–	343,947	(3,918,117)	(3,574,170)
Loss and total comprehensive
expense for the year	–	–	–	–	(946,982)	(946,982)
Recognition of equity-settled
share-based payment	–	–	94,697	–	–	94,697
Repurchase of shares	(36,955)	–	–	–	–	(36,955)
Conversion of preference shares	–	–	–	6,859,487	–	6,859,487
Shares issued to PIPE and PEF	–	–	–	505,974	–	505,974
Shares and bonus shares issued to
non-redeeming Aquila’s Class A
shareholders	–	–	–	72,641	–	72,641
Shares issued to promoters	–	–	–	222,532	–	222,532
Capitalisation issue to existing
shareholders	–	–	–	(8)	–	(8)
Transaction costs directly
attributable to issue of
new shares to PIPE and PEF	–	(28,631)	–	–	–	(28,631)
As at 31 December 2025	(36,955)	(28,631)	94,697	8,004,573	(4,865,099)	3,168,585

45. EVENTS AFTER THE REPORTING PERIOD

Save as disclosed in the report, there were no other significant events taken place subsequent to the end of the year ended 31 December 2025.

240 2025 ANNUAL REPORT

Five Year Financial Summary

Consolidated Statements of Operation and Comprehensive Loss Data:

		For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
	2021	2022	2023	2024	2025
	RMB	RMB	RMB	RMB	RMB
			(in thousands)
Revenue	1,353,432	905,363	1,168,451	1,551,043	2,120,302
Gross profit	345,628	230,373	380,173	426,189	379,074
Loss before tax from
continuing operations	(285,649)	(304,642)	(468,861)	(67,014)	(587,700)
Loss for the year from
continuing operations	(284,990)	(303,977)	(469,649)	(68,667)	(591,687)
Discontinued operations
Profit(loss) for the year from
discontinued operations	10,603	(62,166)	644	–	–
Loss of the year	(274,387)	(366,143)	(469,005)	(68,667)	(591,687)

Consolidated Statements of Financial Position:

		For the Year Ended December 31,	For the Year Ended December 31,	For the Year Ended December 31,
	2021	2022	2023	2024	2025
	RMB	RMB	RMB	RMB	RMB
			(in thousands)
Total non-current assets	490,732	499,069	507,347	470,901	616,799
Total current assets	7,336,994	9,182,728	11,257,399	9,577,651	10,111,986
Total assets	7,827,726	9,681,797	11,764,746	10,048,552	10,728,785
Total liabilities	13,790,246	15,995,898	18,202,824	16,554,957	10,133,434
Total equity/(deficit)	(5,962,520)	(6,314,101)	(6,438,078)	(6,506,405)	595,351

==> picture [10 x 808] intentionally omitted <==

ZG Group 241

==> picture [9 x 808] intentionally omitted <==

“AI”

“Altus Capital Limited”

“Annual General Meeting”

“Aquila”

“Auditor”

“Audit Committee”

“Board”

“Business Combination Agreement”

“BVI”

“B2B”

“Chongqing Zhaogang Netcom Technology”

“Class A Shares”

“Class B Shares”

Definitions

artificial intelligence

Altus Capital Limited, the compliance advisor appointed by the Company to provide advice and guidance to the Group in respect of compliance with applicable laws and regulations

the annual general meeting of the shareholders of the Company

Aquila Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands with limited liability on November 25, 2021

the auditor of the Company

the audit committee established by the Company in accordance with Rule 3.21 of the Listing Rules and paragraph D.3.3 of the Corporate Governance Code

the board of directors consisting of the executive Directors, nonexecutive Directors and the independent non-executive Directors of the Company

the business combination agreement entered into on August 31, 2023 and amended on December 9, 2024 among Aquila, our Company and ZG Merger Sub

the British Virgin Islands

business to business, a type of commerce transaction in which businesses sell products or services to businesses rather than to individual consumers

Chongqing Zhaogang Netcom Information Technology Co., Ltd. (重慶找 鋼網信息科技有限公司), a company established in the PRC with limited liability on August 23, 2023 and a wholly-owned subsidiary of Zhaogang Netcom

the class A ordinary shares in the share capital of the Company with a par value of US$0.00005 each, conferring a holder of a class A ordinary share one vote per share on all matters subject to the vote at general meetings of the Company

the class B ordinary shares in the share capital of the Company with a par value of US$0.00005 each, conferring weighted voting rights in the Company such that a holder of a class B ordinary share is entitled to ten votes per share on all matters subject to the vote at general meetings of the Company, save for a limited number of Reserved Matters in relation to which each share is entitled to one vote as provided for under Chapter 8A of the Listing Rules and the Company Articles

242 2025 ANNUAL REPORT

Definitions

“Co-founder(s)”

• “Company” or “we” or “our Company”

“Company Articles”

“Company Memorandum”

“Companies Ordinance”

• “Company Shares” or “Shares”

“Company Shareholders”

“Concert Parties”

“Contractual Arrangements”

“Controlling Shareholders”

“Corporate Governance Code”

• “Corporate Governance Committee”

• “Corporate Governance Report”

• “De-SPAC Transaction”

the co-founders of the Group, namely Mr. Wang Dong, Mr. Wang Changhui and Mr. Rao Huigang

ZG Group (找鋼產業互聯集團), an exempted company incorporated under the laws of the Cayman Islands with limited liability on February 27, 2012

the amended and restated articles of association (as amended from time to time) adopted by the Company on July 14, 2023 and which became effective on March 10, 2025

the memorandum of association (as amended from time to time), conditionally adopted by the Company on July 14, 2023 and which became effective on March 10, 2025

the Companies Ordinance (Chapter 622 of the Laws of Hong Kong), as amended or supplemented from time to time

the Class A Shares and Class B Shares

holder(s) of the Class A Shares and Class B Shares of the Company

collectively, Mr. Wang Dong, Mr. Wang Changhui, Mr. Rao Huigang, Jeremy Global Development Limited, Kiwi Global Development Limited, Restriven Limited, Wangdong Holdings, Pangmao1 Ltd, Wangchanghui Holdings, Pangmao2 Ltd and Raohuigang Holdings

the series of contractual arrangements entered into by, among others, WFOE 1, Registered Shareholders of Zhaogang Netcom

Mr. Wang Dong, Mr. Wang Changhui, Mr. Rao Huigang, Jeremy Global Development Limited, Kiwi Global Development Limited, Restriven Limited, Wangdong Holdings, Pangmao1 Ltd, Wangchanghui Holdings, Pangmao2 Ltd and Raohuigang Holdings

the corporate governance code set out in Appendix C1 to the Listing Rules

the corporate governance committee established by the Company in accordance with Appendix C1 to the Listing Rules

the corporate governance report for the Company for the year ended December 31, 2025

the transactions contemplated by the Business Combination Agreement, including the Pre-Merger Capital Restructuring, the Merger and the PIPE Investments, resulting in the listing of the Company on the Stock Exchange subject to obtaining all the necessary approvals

==> picture [10 x 808] intentionally omitted <==

ZG Group 243

==> picture [9 x 808] intentionally omitted <==

“Director(s)”

• “Director Nomination Policy”

• “Employee Vesting Period”

• “Environmental, Social and Governance Report”

“Equity Pledge Agreement”

• “Exclusive Business Cooperation Agreement”

• “Exclusive Option Agreement”

“FVTPL”

“GMV”

“Group”

“Guangdong Zhaogang Netcom”

“Henan Zhaogang Netcom Technology”

Definitions

the executive Directors, non-executive Directors and the independent non-executive Directors of the Company, as the context requires

policy adopted by the company for the nomination of Director(s)

in respect of the 2023 Pre-Listing Share Option Scheme, (i) within 5 business days of the first anniversary of the Listing Date, 50% of the options shall vest and (ii) within 5 business days of the second anniversary of the Listing Date, the remaining 50% of the options shall vest

the environmental, social and governance report for the Company for year ended December 31, 2025

an equity pledge agreement between Zhaogang Netcom, WFOE1 and the Registered Shareholders dated May 18, 2018, which was subsequently amended and restated on August 31, 2021 and on September 29, 2022

an exclusive business cooperation agreement dated May 18, 2018, between Zhaogang Netcom and WFOE 1

an option agreement between Zhaogang Netcom, WFOE1 and the Registered Shareholders dated May 18, 2018, which was subsequently amended and restated on August 31, 2021 and on September 29, 2022

fair value through profit and loss

gross merchandise volume, the total value of merchandise sold in a given period; GMV of the Group includes (i) total value of steel products sold under transaction services, (ii) total value of steel products transacted under FatCat Easy Procurement, (iii) total value of steel products under overseas transaction business, and (iv) total value of non-steel products

the Company, its subsidiaries and Consolidated Affiliated Entities, including their respective predecessors

Guangdong Zhaogang Netcom E-Commerce Co., Ltd. (廣東找鋼網電子 商務有限公司), a company established in the PRC with limited liability on August 9, 2024 and a wholly-owned subsidiary of Zhaogang Netcom

Henan Zhaogang Netcom Information Technology Co., Ltd.

244 2025 ANNUAL REPORT

Definitions

• “HK$” or “HKD” or

• “Hong Kong dollars”

“Hong Kong” or “HK”

“ICP License”

“IFRS”

“Indemnified Person”

“independent third party(ies)”

“Jiangsu Zhaogang Netcom E-commerce”

“Latest Practicable Date”

“Letter of Commitment”

“Listing”

“Listing Date”

“Listing Rules”

“Merger”

“MIIT”

“Model Code”

“NDRC”

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the PRC

internet content provider license issued by the MIIT

International Financial Reporting Standards

has the meaning as defined under the section headed “Permitted Indemnity” in “Directors’ Report”

any entity(ies) or person(s) which or who is/are not a connected person (within the meaning ascribed thereto under the Listing Rules)

Jiangsu Zhaogang Netcom E-commerce Co., Ltd. (江蘇找鋼網電子商 務有限公司), a company established in the PRC with limited liability on July 26, 2023 and a wholly-owned subsidiary of Zhaogang Netcom

April 20, 2026

letter of commitment to comply with anti-money laundering and anticorruption laws provided by the service providers of the Company

the listing of the Company Shares on the Main Board of the Stock Exchange

March 10, 2025

the Rules Governing the Listing of Securities on the Stock Exchange

the merger of ZG Merger Sub with and into Aquila, subject to the terms and conditions of the Business Combination Agreement and in accordance with the laws of the Cayman Islands, with Aquila being the surviving entity following the Merger and becoming (immediately following the Merger) a direct wholly-owned subsidiary of the Company

Ministry of Industry and Information Technology of the PRC (中華人民共 和國工業和信息化部)

the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules National Development and Reform Commission of the PRC (中華人民共 和國國家發展和改革委員會)

==> picture [10 x 808] intentionally omitted <==

ZG Group 245

==> picture [9 x 808] intentionally omitted <==

• “Negative List (2024)”

“Nomination Committee”

• “Pan King Global”

“Pangmao Lianxiang”

“Pangmao Logistics”

“Pangmao Logistics Gansu”

“Pangmao Logistics Technology”

“Pangmao Metal Materials”

“Pangmao Yuanzheng”

“Pangmao Zhineng”

“PIPE Investment Agreements”

Definitions

the negative list issued by the NDRC and the Ministry of Commerce (中 華人民共和國商務部) on September 8, 2024

the nomination committee established by the Company in compliance with Rules 3.27A, 8A.27 and 8A.28 of the Listing Rules and paragraph B.3.1 of the Corporate Governance Code

Pan King Global Co., Ltd. (上海泛經國際貿易有限公司), a company established in the PRC with limited liability on August 25, 2016 and a wholly-owned subsidiary of Zhaogang Netcom

Shanghai Pangmao Lianxiang Technology Co., Ltd. (上海胖貓鏈享科 技有限公司), a company established in the PRC with limited liability on June 22, 2018 and is owned by Zhaogang Netcom as to 99% and Xinmao Equity Investment as to 1%, respectively

Shanghai Pangmao Logistics Co., Ltd. (上海胖貓物流有限公司), a company established in the PRC with limited liability on May 26, 2015 and a wholly-owned subsidiary of Zhaogang Netcom

Pangmao Logistics (Gansu) Co., Ltd. (胖貓物流(甘肅)有限公司), a company established in the PRC with limited liability on October 16, 2023 and a wholly-owned subsidiary of Pangmao Logistics

Pangmao Logistics Technology (Tianjin) Co., Ltd. (胖貓物流科技(天津)有 限公司), a company established in the PRC with limited liability on June 10, 2020 and a wholly-owned subsidiary of Pangmao Logistics

Shanghai Pangmao Metal Materials Processing Co., Ltd. (上海胖貓金 屬材料加工有限公司), a company established in the PRC with limited liability on July 7, 2020 and a wholly-owned subsidiary of Pangmao Logistics

Tianjin Pangmao Yuanzheng Business Management Partnership (L.P.) ( 天津胖貓遠征商業管理合夥企業 ( 有限合夥 )), a limited partnership established in the PRC on January 26, 2021, the general partner of which is Xinmao Equity Investment

Wuhan Pangmao Zhineng Technology Co., Ltd. (武漢胖貓智能科技有 限公司) (former name: Wuhai Pangmao Jieping Information Technology Co., Ltd. (武漢胖貓傑平信息技術有限公司)), a company established in the PRC with limited liability on December 26, 2016 and a whollyowned subsidiary of Zhaogang Netcom

the subscription agreements entered into on August 31, 2023 and February 5, 2025 among Aquila, the Company and the PIPE Investors

246 2025 ANNUAL REPORT

Definitions

“PIPE Investments”

“PIPE Investment Shares”

“PIPE Investors”

“Powers of Attorney”

“PRC” or “China”

“PRC Legal Advisor”

“2023 Pre-Listing Share Option Scheme”

“2025 Share Award Scheme”

“Pre-Merger Capital Restructuring”

“Prospectus”

“Puhuida Digital Technology”

“Qimao Equity Investment”

“Qingdao Zhaogang Netcom E-commerce”

the subscription of the PIPE Investment Shares by the PIPE Investors pursuant to the PIPE Investment Agreements

the Class A Shares to be subscribed by the PIPE Investors pursuant to the PIPE Investment Agreements

the independent third party investors in the De-SPAC Transaction

has the meaning as defined under the section headed “Powers of Attorney” in “Directors’ Report” of this annual report

the People’s Republic of China, but for the purposes of this annual report only, except where the context requires, references in this annual report to PRC or China exclude Hong Kong, Macau and Taiwan

PRC Legal Advisor to the Company, Shihui Partners

a scheme which permits the grant of options to subscribe for Company Shares by selected participants

the 2025 share award scheme of the Company adopted on October 21, 2025 by the Board

capital restructuring transactions to be implemented by the Company and immediately prior to the filing of Aquila’s merger plan with the Cayman Registrar

the circular to shareholders of Aquila dated February 5, 2025, titled “(1) De-SPAC Transaction comprising (a) the Business Combination Agreement (b) Reverse Takeover involving a New Listing Application by ZG Group (the “Successor Company”) (c) the PIPE Investments (d) Grant of Promoter Earn-out Right, (2) Merger Proposal, (3) Proposed Adoption of New Memorandum and Articles of Association by Aquila, (4) Withdrawal of Listing of Aquila Class A Shares, and (5) Notice of Extraordinary General Meeting”

Shanghai Puhuida Digital Technology Co., Ltd. (上海普惠達數字科技 有限公司), a company established in the PRC with limited liability on August 19, 2021 and a wholly-owned subsidiary of Zhaogang Netcom

Tianjin Qimao Equity Investment Management Co., Ltd. (天津奇貓股 權投資管理有限公司), a company established in the PRC with limited liability on August 24, 2016 and a wholly-owned subsidiary of Zhaogang Netcom

Qingdao Zhaogang Netcom E-commerce Co., Ltd. (青島找鋼網電子商 務有限公司), a company established in the PRC with limited liability on May 24, 2022 and a wholly-owned subsidiary of Zhaogang Netcom

==> picture [10 x 808] intentionally omitted <==

ZG Group 247

==> picture [9 x 808] intentionally omitted <==

“Raohuigang Holdings”

• “Registered Shareholder(s)”

• “Registered Shareholders of Zhaogang Netcom”

“Relevant Businesses”

“Relevant Individual Shareholders”

“Remuneration Committee”

“Reorganization”

“Reporting Period”

Definitions

Raohuigang Holdings Limited, a company established in the BVI with limited liability on February 23, 2012, which is controlled by Mr. Rao Huigang

any person (including without limitation a nominee, trustee, depositary or any other authorized custodian or third party) whose name is entered in the register of members of Aquila

registered shareholders of Zhaogang Netcom, namely, Mr. Wang Dong, Mr. Wang Changhui, Mr. Rao Huigang, Shenzhen Cangjin Investment Partnership (L.P.) (深圳市滄金投資合夥企業(有限合夥)), Shanghai Mstone Asset Management Office (上海麥斯通資產管理事 務所), Shanghai Weiyi Investment Management Centre (L.P.) (上海 未易投資管理中心(有限合夥)), Hangzhou Sanren Yanxing Investment Partnership (L.P.) (杭州三仁焱興投資合夥企業(有限合夥)), Shanghai Yunqi Wangchuang Venture Capital Investment Centre (L.P.) (上海 雲奇網創創業投資中心(有限合夥)), Hangzhou Yunjia Venture Capital Investment Partnership (L.P.) (杭州雲嘉創業投資合夥企業(有限合夥)), Shenzhen Xianfeng Chengzhang Investment L.P. (深圳險峰成長投資合 夥企業(有限合夥)), Jiaxing Fenglin Yuyong Investment Partnership (L.P.) (嘉興豐廩豫永投資合夥企業(有限合夥)), Beijing Shishang Xiliu Catering Management Co., Ltd. (北京石上溪流餐飲管理有限公司), Beijing Jianshi Hongyuan Investment Management Centre (L.P) (北京堅石宏遠投資管理 中心(有限合夥)), Beijing Jianshi Tianhui Management Consulting Centre (L.P.) (北京堅石天匯管理諮詢中心(有限合夥)), Zhuhai Fuhai Huachuang Information Technology Venture Capital Investment Fund (L.P.) (珠海 富海鏵創信息技術創業投資基金(有限合夥)), Xinyu Zhongfu Investment Management Centre (L.P.) (新余眾富投資管理中心(有限合夥)), Shenzhen Huasheng Linghui Equity Investment Fund Partnership (L.P.) (深圳華 晟領輝股權投資合夥企業(有限合夥)), Shenzhen Cangxin Investment Partnership (L.P.) (深圳市滄鑫投資合夥企業(有限合夥)) and Wuxi Baiaoji Equity Investment Partnership (L.P.) (無錫佰奧基股權投資合夥企業(有限 合夥))

transaction services provided by the Company through Zhaogang Mall, together with Supporting Services

Mr. Wang Dong, Mr. Wang Changhui and Mr. Rao Huigang

the remuneration committee established by the Company in compliance with Rule 3.25 of the Listing Rules and paragraph E.1.2 of the Corporate Governance Code

the reorganization of the Group in preparation of the Listing

12-month period commencing on January 1, 2025 and ending on December 31, 2025

248 2025 ANNUAL REPORT

Definitions

“Reserved Matter(s)”

“Restricted Business”

“RMB” or “Renminbi”

“SaaS”

“SFO”

“SKU”

“SMEs”

“steel transactions industry”

“Shanghai Pangmao Zhiyuan”

“Shanghai Tengcai Technology”

“Shenzhen Tushu”

means (i) any amendment to the Company Memorandum or the Company Articles, including the variation of the rights attached to any class of shares; (ii) the appointment, election or removal of any independent non-executive Director of the Company, (iii) the appointment or removal of the Company’s auditors, and (iv) the voluntary liquidation or winding-up of the Company

services which are considered “restricted” where foreign investors are restricted from holding more than 50% equity interests in companies providing such services

the lawful currency of the PRC

software as a service, a cloud-based software licensing and delivery model in which software and associated data are centrally hosted

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time

stock keeping unit

small and medium enterprises

a sub-category of steel industry, which refers to the transactions where buyers procure steel products from steel sellers

Shanghai Pangmao Zhiyuan Renewable Resources Co., Ltd. (上海胖貓 智源再生資源有限公司), a company established in the PRC with limited liability on June 24, 2024 and a wholly-owned subsidiary of Zhaogang Netcom

Shanghai Tengcai Technology Co., Ltd. (上海騰採科技有限公司) (former name: FatCat Cloud (Shanghai) Technology Co., Ltd. (胖貓雲(上海)科 技有限公司)), a company established in the PRC with limited liability on October 15, 2018 and is owned by Zhaogang Netcom as to 48.06%, Linzhi Tencent Technology Co., Ltd. (林芝騰訊科技有限公司) as to 32.04%, Welight Capital L.P. as to 11.00%, and Pangmao Yuanzheng as to 8.9%, respectively

Shenzhen Tushu Supply Chain Management Co., Ltd. (深圳土樹供應鏈 管理有限公司) (former name: Shenzhen Tushu Commercial Factoring Co., Ltd. (深圳土樹商業保理有限公司)), a company established in the PRC with limited liability on December 23, 2016 and a wholly-owned subsidiary of Tushu Information Services

==> picture [10 x 808] intentionally omitted <==

ZG Group 249

==> picture [9 x 808] intentionally omitted <==

“Shenzhen Xinwuyou”

“Spouse Undertaking”

“Steel Searcher”

“Stock Exchange”

“Supporting Services”

“TCRM” “ton” “total transaction volume”

“Tushu Information Services”

“UAE” “U.S.” “US$” or “United States” “USD” “Wangchanghui Holdings”

Definitions

Shenzhen Xinwuyou Technology Co., Ltd. (深圳市芯無憂科技有限公 司) (former name: Shenzhen Tengcai Technology Co., Ltd. (深圳市騰採 科技有限公司)), a company established in the PRC with limited liability on May 19, 2021 and a wholly-owned subsidiary of Shanghai Tengcai Technology

an undertaking signed by the spouse of each of the Relevant Individual Shareholders, where applicable

Steel Searcher Limited, a company incorporated in Hong Kong with limited liability on July 23, 2015 and a wholly-owned subsidiary of Zhaogang Netcom

The Stock Exchange of Hong Kong Limited

collectively, transaction support services, including logistics services, warehousing and processing services, and technology subscription services

the Trading Customer Relationship Management Platform co-developed by the Company and Tencent Technology Co., Ltd. together metric ton, is a unit of weight, being 1,000 kilograms

the total tonnage of steel products (i) transacted under the Group’s transaction services, (ii) transacted under FatCat Easy Procurement, and (iii) transacted under overseas transaction business, in a given period

Shanghai Tushu Information Services Co., Ltd. (上海土樹信息服務有限 公司) (former name: Shanghai Tushu Financial Information Services Co., Ltd. (上海土樹金融信息服務有限公司)), a company established in the PRC with limited liability on September 17, 2015 and a wholly-owned subsidiary of Zhaogang Netcom

United Arab Emirates

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

U.S. dollars, the lawful currency of the U.S. Wangchanghui Holdings Limited, a company established in the BVI with limited liability on February 23, 2012, which is controlled by Mr. Wang Changhui

250 2025 ANNUAL REPORT

Definitions

“Wangdong Holdings”

“WFOE 1”

“WVR Beneficiaries”

“WVR structure”

“Xinmao Equity Investment”

“ZG Merger Sub”

“Zhaogang Mall”

“Zhaogang Netcom” or “Shanghai Gangfu”

“Zhaogang (Shanghai) Metal Materials”

“Zhejiang Zhaogang Netcom E-commerce”

Wangdong Holdings Limited, a company established in the BVI with limited liability on February 23, 2012, which is controlled by Mr. Wang Dong

Beijing Gangfu Management Consulting Co., Ltd. (北京鋼富管理諮詢 有限公司) (former names: Beijing Gangfu Huitong Commerce Co., Ltd. (北京鋼富匯通商貿有限公司) and Beijing Gangfu Huitong Consultancy Co., Ltd. (北京鋼富匯通諮詢有限公司)), a company established in the PRC with limited liability on May 23, 2012 and an indirect wholly-owned subsidiary of the Company

has the meaning ascribed to it under the Listing Rules and unless the context otherwise requires, refers to Mr. Wang Dong and Mr. Wang Changhui, being the holders of the Class B Shares, entitling each to weighted voting rights, details of which are set out in the section headed “Weighted Voting Rights” in “Directors’ Report”

has the meaning ascribed to it in the Listing Rules

Shanghai Xinmao Equity Investment Management Co., Ltd. (上海新 貓股權投資管理有限公司), a company established in the PRC with limited liability on September 6, 2016 and a wholly-owned subsidiary of Zhaogang Netcom

ZG Merger Sub Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability on July 17, 2023 and a wholly-owned subsidiary of Company

a third-party digital platform operated by the Company

Shanghai Steel Information Technology Co., Ltd. (上海找鋼網信息科 技股份有限公司), a joint stock company established in the PRC with limited liability on August 4, 2016 (formerly known as Shanghai Gangfu E-commerce Co., Ltd. (上海鋼富電子商務有限公司)), the financial results of which have been consolidated and accounted for as a subsidiary of Company by virtue of the Contractual Arrangements, and one of our Consolidated Affiliated Entities

Zhaogang (Shanghai) Metal Materials Co., Ltd. (找鋼(上海)金屬材料有 限公司) (formerly known as Chongqing Zhaogang Netcom E-commerce Co., Ltd. (重慶找鋼網電子商務有限公司)), a company established in the PRC with limited liability on August 22, 2022 and a wholly-owned subsidiary of Zhaogang Netcom

Zhejiang Zhaogang Netcom E-commerce Co., Ltd. (浙江找鋼網電子 商務有限公司), a company established in the PRC with limited liability on September 5, 2023 and a wholly-owned subsidiary of Zhaogang Netcom

==> picture [10 x 808] intentionally omitted <==