Log in to the Sina Finance APP and search for 【Disclosure】 to view more rating levels. ZhongAn XinKe (Shenzhen) Co., Ltd. (hereinafter referred to as "ZhongAn XinKe" or the "Company") submitted a listing application to the Main Board of the Hong Kong Stock Exchange on January 5, 2026, with ICBC International and Guolian Securities International acting as joint sponsors. ZhongAn XinKe is deeply intertwined with ZA ONLINE in terms of equity and business. ZA ONLINE is not only the second-largest shareholder holding over 30% but also the Company's largest customer and, in 2024, its largest supplier. However, multiple related-party transaction figures disclosed in ZhongAn XinKe's prospectus show anomalies. In 2024, ZhongAn XinKe both purchased certain system module contracts from the ZA Group and sold system modules to it. In the fourth quarter of 2025, the transaction volume between ZhongAn XinKe and ZhongAn Technology and its connected persons reached a substantial 125 million yuan, accounting for approximately half of the annual total. Furthermore, while ZhongAn XinKe's gross profit margin multiplied, its period expense ratio also increased sharply. The accuracy of cost and expense allocation is questionable, particularly as the company does not distinguish between production and R&D staff. Deeply Bundled with ZA ONLINE, Independence in Question ZhongAn XinKe is an enterprise-grade AI solutions provider, focusing on intelligent marketing and intelligent operations management solutions. As evident from its name, ZhongAn XinKe has an extremely close relationship with the Hong Kong-listed company ZA ONLINE. ZhongAn XinKe was established relatively recently, in December 2021 in Shenzhen, and has only been operating for four years. At that time, the company's founders—Yu Feng, Zhou Zhengyu, Mao Yifeng, Wang Min, and Niu Chenghao (referred to as the "Founding Team")—were all employees of ZA ONLINE, who instructed third parties Ni Junkang and Gan Rui to hold shares on their behalf, with the shareholding agreement terminated two years later. Their resumes show that from June 2015 to November 2024, Yu Feng held positions including Head of the Communication Finance Business Department, Retail Finance Business Department, and Finance Business Department at ZA ONLINE, serving for nine and a half years. From March 2020 to November 2024, Mao Yifeng served as Vice President at ZhongAn Technology (a wholly-owned subsidiary of ZA ONLINE). From May 2020 to November 2024, Zhou Zhengyu served as Legal and Compliance Director at ZA ONLINE and ZhongAn Technology. Since August 2015, Wang Min has held positions at ZA ONLINE including Strategic Development Director, Assistant General Manager, Executive Vice General Manager & Board Secretary, and has served as a director of Chongqing ZhongAn Microfinance Co., Ltd. (in which ZA ONLINE holds a 41.18% stake) since June 2019. In December 2023, ZA ONLINE subscribed to 47.69% of ZhongAn XinKe's equity, becoming the company's second-largest shareholder, with a cash consideration of 87 million yuan and the remainder paid in the form of intellectual property. During 2025, ZhongAn XinKe successively completed Series A and Series B financing, raising 277 million yuan and 215 million yuan respectively, with a post-money valuation reaching 2.215 billion yuan. Prior to the IPO, the Founding Team indirectly holds 38.93% of ZhongAn XinKe's shares through Zhongxing Youmi, making them the controlling shareholder and de facto controller. ZA ONLINE holds a 35.49% stake, making it the second-largest shareholder. ZA ONLINE's board of directors consists of eight directors, including three executive directors, two non-executive directors, and three independent non-executive directors. Among the Founding Team, Yu Feng is an Executive Director and CEO, Zhou Zhengyu is an Executive Director, CFO, and Board Secretary, Mao Yifeng is an Executive Director and CTO, Wang Min is a Non-Executive Director, and Niu Chenghao was a director but resigned in February 2025. In summary, all members of ZhongAn XinKe's Founding Team previously held key positions at ZA ONLINE, and Wang Min currently serves as Executive Vice General Manager and Board Secretary of ZA ONLINE. Simultaneously, ZA ONLINE is the company's second-largest shareholder, with a stake size highly comparable to that of the Founding Team. More critically, ZhongAn XinKe's core business is also deeply intertwined with ZA ONLINE.
In 2023, 2024, and the first three quarters of 2025, ZhongAn XinKe generated revenues of 226 million yuan, 309 million yuan, and 290 million yuan respectively, showing a rapid year-on-year growth trend. The ZA Group (including ZA ONLINE and its subsidiaries) consistently remained ZhongAn XinKe's largest customer, contributing revenue of 100 million yuan, 138 million yuan, and 67 million yuan respectively, accounting for 44.4%, 44.6%, and 23.0% of the company's total revenue.
Strangely, in the "Connected Transactions" section of its prospectus, ZhongAn XinKe disclosed the transaction volume for providing enterprise-grade AI solution services to ZhongAn Technology and its connected persons in 2024 as 196 million yuan, which differs from the aforementioned sales to the ZA Group by 58 million yuan, whereas the discrepancy for 2023 was minimal. Why is there an inconsistency between these two pieces of disclosed information?
Furthermore, in the first three quarters of 2025, the transaction volume for providing enterprise-grade AI solution services to ZhongAn Technology and its connected persons was 128 million yuan, while the full-year transaction volume is projected to be 253 million yuan. This implies that the transaction volume in the fourth quarter alone reached a substantial 125 million yuan, accounting for approximately half of the annual total. The reason for the abnormal surge in related-party transactions in the fourth quarter of 2025 is questionable, casting doubt on the accuracy of the revenue recognition point; there may be instances of revenue recognition across periods or recognition before conditions are met. Besides being ZhongAn XinKe's largest customer, the ZA Group was also the company's largest supplier. In 2024, ZhongAn XinKe purchased technical services worth 85 million yuan from the ZA Group, accounting for 43.2% of its total procurement. According to page 427 of the prospectus, in 2024, ZhongAn XinKe purchased certain system module contracts from the ZA Group, with work-in-progress costs amounting to 68 million yuan. In the same year, ZhongAn XinKe sold system modules worth 51 million yuan to the ZA Group. Industry insiders point out that the commercial rationale for such related-party sales and purchases is questionable, potentially involving inflated revenue and costs through two-way transactions or fund cycling. Accuracy of Cost and Expense Allocation Questioned ZhongAn XinKe operates its business through an on-site service model, whereby it dispatches employees to work on-site at client locations, supported by other dedicated remote teams. Given that ZhongAn XinKe's Founding Team members were all previously employed by ZA ONLINE, it is reasonable to suspect that employees dispatched by ZhongAn XinKe to ZA ONLINE might concurrently hold positions at or be under the de facto management of ZA ONLINE, indicating a potential overlap in personnel between the two companies. Furthermore, ZhongAn XinKe's external procurement costs include work-in-progress purchased from ZhongAn Technology, digital service fees, and external labor dispatch fees, which were 143 million yuan, 141 million yuan, and 88 million yuan for the respective reporting periods, accounting for 73.5%, 63%, and 51.1% of the cost of sales. According to page 188 of the prospectus, during the reporting periods, ZhongAn XinKe purchased work-in-progress from the ZA Group amounting to 9 million yuan, 85 million yuan, and 0 yuan, respectively. Additionally, according to page 389 of the prospectus, ZhongAn XinKe's digital service fees were 131 million yuan, 100 million yuan, and 44 million yuan, respectively. In 2024, the combined cost of work-in-progress purchased from the ZA Group and digital service fees totaled 185 million yuan, which actually exceeded the total external procurement cost for the same period by approximately 44 million yuan. Is ZhongAn XinKe's cost and expense allocation accurate? This directly impacts key financial metrics such as gross profit margin and expense ratios. On one hand, ZhongAn XinKe's gross profit margin increased from 13.7% in 2023 to 27.2% in 2024, doubling year-on-year, and further improved to 40.8% in the first three quarters of 2025, an increase of 17.9 percentage points year-on-year. On the other hand, ZhongAn XinKe's period expense ratios were 9.11%, 14.19%, and 30.39% respectively, showing a rapid upward trend year by year. In the first three quarters of 2025, ZhongAn XinKe's selling expenses, administrative expenses, and R&D expenses increased by 1257.72%, 21.17%, and 374.23% year-on-year respectively; with the exception of administrative expenses, these growth rates far exceeded the revenue growth rate for the same period.
It is important to emphasize that ZhongAn XinKe's core business operates on an on-site service model, where on-site employees are directly involved in contract project implementation, and the costs incurred should be included in the cost of sales. However, in the prospectus, ZhongAn XinKe only categorizes employees functionally into technical, sales & marketing, and administrative groups, without further segmenting technical personnel based on their involvement in contract projects or R&D projects, such as separately disclosing R&D personnel details.
Looking further, during the reporting periods, employee costs capitalized to the cost of sales were 51 million yuan, 81 million yuan, and 81 million yuan respectively, while employee costs expensed were 18 million yuan, 37 million yuan, and 69 million yuan respectively. The ratio of these two figures was 2.86, 2.22, and 1.17 respectively, indicating a continuously narrowing gap. In the first three quarters of 2025, employee costs capitalized to cost of sales increased by 50.61% year-on-year, lower than the revenue growth rate (62.31%) for the same period, whereas expensed employee costs surged by 2.6 times year-on-year.
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