SCHEDULE: Firewood Group, Haokang Zhu Boost SOLOWIN Stake to 29.95%

Firewood Group Limited and Haokang Zhu reported beneficial ownership of 29.95% of SOLOWIN HOLDINGS' Class A Ordinary Shares following an acquisition.

Summary

• Firewood Group Limited and Haokang Zhu (the "Reporting Persons") have acquired beneficial ownership of 46,663,197 Class A ordinary shares of SOLOWIN HOLDINGS.
• This ownership represents 29.95% of the Issuer's Class A ordinary shares outstanding.
• The shares were acquired as consideration for SOLOWIN HOLDINGS' purchase of 100% of AlloyX Limited from its shareholders on August 11, 2025.
• Firewood Group Limited, controlled and owned by Haokang Zhu, was one of the sellers of AlloyX Limited.
• The percentage is calculated based on a total of 155,825,986 Class A ordinary shares issued and outstanding of SOLOWIN HOLDINGS as of September 3, 2025.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of a significant ownership change resulting from an acquisition, without explicit positive or negative commentary on the company's performance or future.

Positives

• The significant increase in beneficial ownership by a director (Haokang Zhu) and his controlled entity (Firewood Group Limited) to 29.95% may signal strong confidence in SOLOWIN HOLDINGS' future prospects.
• The acquisition of AlloyX Limited, which led to this share issuance, could be a strategic move to enhance SOLOWIN HOLDINGS' business operations.

Risks

• The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
• The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Future Outlook

The Reporting Persons have made no proposals and have entered into no agreements that would be related to or would result in any events or matters described in part (a) through (j) of Item 4 of Schedule 13D, which typically include plans for control changes, liquidation, or major corporate transactions.

Industry Context

This filing is a disclosure of a significant ownership change and does not provide specific industry context or analysis of broader industry trends.

Related Party Transactions

• Firewood Group Limited, controlled and owned by Haokang Zhu (a director of SOLOWIN HOLDINGS), received 46,663,197 Class A ordinary shares as consideration for the Issuer's purchase of 100% of AlloyX Limited. This constitutes a related party transaction due to Haokang Zhu's dual role.

Stakeholder Impact

• Shareholders: The concentration of nearly 30% of Class A shares in the hands of a single director and his controlled entity could influence future corporate decisions and potentially impact liquidity for other shareholders.
• Management: Haokang Zhu, already a director, solidifies his influence and control through this increased ownership stake.

Key Dates

Keywords

SOLOWIN HOLDINGS, Firewood Group Limited, Haokang Zhu, Beneficial Ownership, Schedule 13D, Class A Ordinary Shares, AlloyX Limited, Acquisition