Yunfeng Financial Group Limited (Yunfeng Financial) has signed a Financial Services Master Agreement with Yunfeng Capital that allows the Group to provide a suite of financial services—comprising brokerage, fund distribution, referral, advisory and marketing support—to Yunfeng Capital and its affiliates from 1 January 2026 to 31 December 2028.
Key commercial terms • Services: (i) Brokerage for securities, funds, bonds, virtual assets, futures and options; (ii) Fund distribution; (iii) Client referral; (iv) Investment advisory; and (v) Marketing and sales consulting. • Pricing: All fees—commissions, platform fees, subscription/custody fees, introduction fees, advisory fees and marketing service fees—will be agreed case-by-case after arm’s-length negotiations and must be no less favourable to Yunfeng Financial than rates offered to independent third parties. • Term: Three years, with customary termination provisions. • Governance: Each transaction will be vetted by Yunfeng Financial’s compliance, legal and senior management teams, and audited annually to ensure Listing Rules compliance.
Annual caps Yunfeng Financial has proposed the following maximum aggregate fees payable by Yunfeng Capital Group during the term: • 2026: HK$64.48 million (Brokerage HK$12.48 million; Fund Distribution HK$1.00 million; Referral HK$39.00 million; Advisory HK$6.00 million; Marketing HK$6.00 million). • 2027: HK$107.23 million. • 2028: HK$104.44 million. The caps were set with reference to historic dealings, prevailing market fee ranges—e.g., brokerage commission of 0.029%-1.00%, subscription fees up to 3.00% and custody fees up to 0.10%—anticipated business growth at Yunfeng Capital, and buffers for market volatility.
Historical transactions Payments from Yunfeng Capital Group to Yunfeng Financial for brokerage services were HK$5.20 million in 2023, HK$0.82 million in 2024 and HK$0.15 million in 2025. From 1 January 2026 to 28 August 2026 the figure was HK$0.51 million. No prior transactions occurred for the other four service categories.
Regulatory position Because Yunfeng Capital is 60% owned by Yunfeng Financial’s chairman and 45.02% controlling shareholder Mr Yu Feng, the agreement constitutes a continuing connected transaction under Chapter 14A of the Hong Kong Listing Rules. With all relevant size tests exceeding 0.1% but below 5%, the arrangement requires announcement, reporting and annual review but is exempt from independent shareholders’ approval.
Strategic rationale Management expects the framework to deepen collaboration with Yunfeng Capital, capture growth in its fund-management activities, and diversify Yunfeng Financial’s recurring fee income. Directors (excluding interested parties Mr Yu Feng and Mr Huang Xin) deem the terms fair, reasonable and in the interests of shareholders.
The board has implemented multi-layered internal controls—including pre-execution reviews and annual external audits—to monitor compliance with pricing policies and the agreed annual caps.