TOP Financial Group Ltd

TOP Financial Group Limited

Company identity and structure

• Former name: Zhong Yang Financial Group Limited
• Jurisdiction: Cayman Islands holding company with operating subsidiaries in Hong Kong and the British Virgin Islands
• Public listing: Nasdaq ticker TOP (existing during the period covered)
• Key corporate actions:
  • July 9, 2025: Acquired Zhong Yang Financial Services Limited for HKD 500,000 (approx. USD 63,750)
  • July 9, 2025: ZYNL (BVI) purchased 100% of Zhong Yang Financial Services Limited; ZYFSL became a subsidiary
  • August 2025: Headquarters relocated to Singapore
  • March 2026: Private placement of equity units targeting aggregate gross proceeds of USD 80 million (no placement agent)
  • May 27, 2026: Shareholders approved an increase in authorized capital and a 1-for-2 to 1-for-20 share consolidation window through May 27, 2027
  • June 17, 2026: Reconfirmed Nasdaq compliance for minimum bid price
  • June 19, 2026: Registered direct offering of up to 6,441,012 Class A Ordinary Shares for approximately USD 2.94 million

Core business and offerings

• Primary focus: Online brokerage and related financial services serving Asia, with emphasis on futures and stock trading
• Operating subsidiaries and Hong Kong licenses:
  • ZYSL: HKSFC licensed for Type 1 (Dealing in Securities) and Type 2 (Dealing in Futures Contracts)
  • ZYCL: HKSFC licensed for Type 4 (Advising on Securities), Type 5 (Advising on Futures Contracts), and Type 9 (Asset Management)
• Trading platforms and technology:
  • Esunny Morning Star: futures and options across major exchanges (CME, HKEX, NYMEX, CBOT, COMEX, EUREX, ICEU, SGX, ASX, BMD, OSE)
  • Longbridge Whale: stock trading platform for Hong Kong and other markets
  • Additional technology partners for platform access, risk controls, and trading support
• Revenue-generating activities (years ended March 31):
  • Futures brokerage commissions: 38.8% of 2026 revenues; 55.0% of 2025 revenues
  • Trading solution services: 6.1% of 2026; 24.2% of 2025
  • Stock brokerage, consulting, and currency exchange services: 8.8% of 2026; 6.9% of 2025
  • Margin financing: 2.9% of 2026; 4.7% of 2025
  • Interest income from loan business: 20.2% of 2026; 25.0% of 2025
  • OTC derivatives trading: 0.0% of 2026; 4.4% of 2025

Other business initiatives and services planned

• CFD (contracts for difference) trading products and services (planned)
• Trust services in Hong Kong, including family trusts, company formation, and trust management
• Investor relations, marketing, corporate and fund consultancy services
• Asset management with management fees based on assets under management and related commissions

Other operations and arrangements

• WIN100 TECH: Fintech development and IT support
• WIN100 WEALTH: Historically engaged in OTC derivatives and related trading activities
• Margin financing arrangements involving Zinvest Global Limited and other global broker financiers

Customer base and scale

• Registered customer accounts:
  • March 31, 2024: 329
  • March 31, 2025: 355
  • March 31, 2026: 711
• Revenue-generating accounts:
  • 2024: 51
  • 2025: 52
  • 2026: 718
• Customer concentration:
  • Top five customers accounted for 47% of total revenues in 2026, 49% in 2025, and 36% in 2024

Financial highlights

• Revenues (years ended March 31):
  • 2026: USD 4.7 million
  • 2025: USD 3.3 million

Employees and facilities

• Employees: 30 (as of March 31, 2026)
• Principal office: 101 Cecil Street, #13-05 Tong Eng Building, Singapore 069533
• Cayman Islands registered office: Vistra (Cayman) Limited, Grand Cayman
• Website: www.zyfgl.com

Intellectual property

• One registered trademark in Hong Kong (filed Oct 29, 2016; approved Dec 23, 2016)
• Domain portfolio including www.zyfgl.com

Regulation and compliance

• Core regulatory regime: Hong Kong SFO/HKSFC licenses with ongoing requirements for capital, liquidity, client funds, and AML/CTF compliance
• Money Lenders Ordinance: Winrich holds a money lender license in Hong Kong

Governance and corporate structure

• Controlling voting interest: Ms. Junli Yang holds controlling voting power through Class B Ordinary Shares (97% of voting power as of the report date)
• The group operates as a Cayman Islands holding company with Hong Kong operating subsidiaries, which creates cross-jurisdictional governance and regulatory considerations

Summary

TOP Financial Group Limited is an online brokerage and financial services group focused on futures and stock trading for Asian clients. It operates through Hong Kong-licensed subsidiaries, uses established trading platforms for market access, and generates the majority of revenue from trading commissions and related services. The group has expanded its customer base and pursued acquisitions, a headquarters relocation to Singapore, and multiple capital-raising transactions during 2025–2026. The company is chaired by Ms. Junli Yang, who holds a controlling voting stake through Class B shares.