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

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

4 April 2025

Honye Financial Services Ltd

 (the "Company" or "Honye")

Fundraising Update

Honye Financial Services Ltd is pleased to announce that it has today executed a convertible loan note instrument constituting up to £1,500,000 (the "Convertible Loan Notes" or "CLNs" or "Notes"). The CLNs, to the extent drawn down, provide the Company with additional working capital, specifically to facilitate completion of the reverse takeover transaction with the Zoyo Group ("RTO").

The Convertible Loan Notes have a term of three years and attract interest at a rate of 6% per annum, which is calculated by reference to the principal amount outstanding of the Notes from time to time and shall be rolled up and paid on the earlier to occur of (i) the conversion of any Notes; and (ii) the date on which the Notes, together with all accrued interest and any outstanding sums, becomes due and payable by the Borrower, being the 36-month anniversary of the date on which the relevant certificate is issued in respect of each respective tranche, unless previously redeemed, converted, or cancelled, in accordance with terms of the CLN (the "Maturity Date"). The Notes are capable of being converted in part of in full, at the option of the noteholders, at any time after the completion of an RTO by the Company and prior to the Maturity Date, at a price per conversion share equal to the issue price of consideration shares upon the completion of the RTO ("Conversion Price").  If not repaid, redeemed or converted by the Maturity Date, the CLNs are repayable in cash in full together with accrued interest on that date.

As of today, the first tranche of £500,000 of the issued Convertible Loan Notes have been subscribed by Ms Gu Qian, who is an Ultra High Net Worth individual based in Asia. The Company is following up with Tang Investment No.1 Limited and Mr Abdullah Alnuwaysir in relation to their previously announced investments into the Company and will provide an update on this in the coming days.

Liu Yu Xing, the Executive Director, commented  

"This investment from Ms Gu underscores her commitment, confidence, and strong support for the ongoing RTO, reflecting a shared belief in the strategic vision and future success of our Company. The Company appreciates this demonstration of confidence in our collective efforts and look forward to achieving significant milestones together."

Shaun Wootton, the Non-executive Chairman, commented:

"I would like to thank the convertible loan note subscriber for her support. We look forward to providing further updates on our RTO progress in due course"

-Ends-

Further information: