Zhenro Loses Control of Subsidiary Holding 98.6% of Group Assets After Hong Kong Winding Up Order

Court Order Removes the Core of Zhenro's Business From Its Accounts

Hong Kong's High Court has ordered the winding up of Zhenro Hong Kong, a subsidiary holding 381 companies and accounting for 98.60% of Zhenro Properties' assets, according to financial figures disclosed by the developer. The Official Receiver was appointed provisional liquidator on November 9, 2026, the same date Zhenro's directors say the parent lost control of the subsidiary and its businesses.

The consequences reach across almost the entire group's reported operations. Based on unaudited figures for 2025, the subsidiary group held approximately RMB84.905 billion in assets and generated RMB9.792 billion in revenue, representing all of Zhenro Properties' revenue for that year.

Zhenro estimates that excluding those businesses would leave the remaining group with approximately RMB1.2045 billion in assets and no revenue, using its financial information as of December 31, 2025. Those figures show the scale of the business leaving its consolidated accounts.

The Hong Kong Exchanges and Clearing company announcement listing records a disclosure titled INSIDE INFORMATION - WINDING-UP OF A SUBSIDIARY at 12:24 p.m. on November 9, 2026. It identifies the listed company by stock code 06158 and the short name ZHENRO PPT.

The order follows attempts to negotiate with offshore creditors, including those seeking the subsidiary's liquidation. Zhenro had circulated proposed restructuring terms to some creditors, but that process still required agreements and several approvals. The court proceedings have now put a provisional liquidator in charge of the subsidiary at the centre of those talks.

What the Winding Up Order Changes

Zhenro Hong Kong is an investment holding company incorporated in Hong Kong. It owns other companies directly or through further subsidiaries, making it a central link between the listed parent and a large network of operating businesses.

A winding up process places a company into liquidation, in which its affairs and assets are administered under insolvency procedures. A liquidator generally gathers information about the company, establishes its assets and debts, and deals with claims under the applicable legal rules. The Official Receiver is the public official appointed here as provisional liquidator.

Zhenro's directors concluded that the group lost control of Zhenro Hong Kong and its subsidiaries on November 9. They identified that date as the point from which the subsidiary group's financial results and financial position would cease to be consolidated into the parent's accounts.

For Zhenro, control is central to both management and financial reporting. Once control passes out of the parent's hands, the businesses concerned leave the set of companies whose assets, revenue and expenses are combined in its consolidated financial statements. The company said the order and loss of control would negatively affect its operations.

How the Proceedings Reached November 9

The court case developed alongside efforts to reach a financial agreement with creditors. Earlier disclosures identified Zhenro Hong Kong's role within the group, while an October hearing resulted in another adjournment before the November proceedings.

• July 8 and July 21, 2026: Zhenro published information about Zhenro Hong Kong and its position within the group.
• October 20, 2026: At the adjourned hearing on the winding up petition against ZHENRO HONG KONG LIMITED, the High Court ordered a further adjournment to November 9, 2026, at 9:30 a.m.
• Before the November hearing: Zhenro said it was negotiating with offshore creditors and had circulated a proposed restructuring term sheet to certain creditors, including the petitioners.
• November 9, 2026: The Official Receiver was appointed provisional liquidator, and Zhenro identified this as the date it lost control of the subsidiary group.
• November 9, 2026, at 12:24 p.m.: The exchange announcement listing recorded the subsidiary winding up disclosure.

The sequence shows that creditor negotiations and court proceedings were taking place at the same time. The proposed restructuring remained dependent on agreement and approvals as the petition advanced through the court.

The Assets Leaving Zhenro's Consolidated Accounts

Zhenro Hong Kong's subsidiaries held approximately RMB84.905 billion in total assets at the end of 2025, according to their unaudited financial information. That represented 98.60% of the parent group's assets for the same period.

Zhenro's directors estimated that the remaining consolidated group would have assets of approximately RMB1.2045 billion after the subsidiary group was excluded, equivalent to about 1.40% of the previous total. Put simply, for every RMB100 of assets previously reported across the group, roughly RMB98.60 belonged to the businesses now leaving its consolidated accounts.

The subsidiary group's asset base was about 70 times the estimated assets remaining within Zhenro's consolidated group. That comparison helps explain why an order against one holding company has such a large effect on the listed parent's financial profile.

These estimates use financial information from December 31, 2025. They provide a historical comparison of the group with and without Zhenro Hong Kong; the liquidation process will involve establishing the subsidiary's assets, obligations and recoverable values as its affairs are examined.

All Reported Revenue Sat Within the Subsidiary Group

Zhenro Hong Kong and its subsidiaries generated approximately RMB9.792 billion in revenue during 2025. That was 100% of Zhenro Properties' revenue for the year, making the subsidiary group the source of every yuan of revenue included in the comparison.

Zhenro's estimate therefore puts the remaining group's revenue at zero when the subsidiary businesses are excluded from those historical figures. For readers assessing the listed company, this is one of the most consequential changes: the operations producing its reported sales income have passed outside its control.

The businesses were also responsible for most of the losses. Zhenro Hong Kong's subsidiary group recorded an unaudited total loss of approximately RMB16.349 billion in 2025, equivalent to 87.77% of the parent's total loss for that period.

The directors estimated that the remaining group would show a loss of approximately RMB2.277 billion, or 12.23% of the previous total. The financial picture therefore combines a much smaller reported asset base, the removal of all historical revenue in the comparison, and a remaining business that was still making losses.

Why 381 Subsidiaries Matter

Zhenro Hong Kong directly or indirectly holds 381 subsidiaries. Most are involved in property development in China, while some undertake commercial property management and investment management.

The ownership structure gives the Hong Kong holding company a reach far beyond its own corporate office. A decision affecting control of that company also affects how the listed parent accounts for a wide network of businesses underneath it.

Property development is the main activity within that network, but the presence of commercial property management and investment management businesses means several types of operations sit within the subsidiary group. Their financial results have been reported together through the holding structure.

The disclosed figures describe that network as a whole. They show its weight within Zhenro Properties, while the practical administration of individual subsidiaries and their assets will form part of the work associated with the liquidation.

Where the Restructuring Effort Stood

Zhenro had been discussing a proposed offshore restructuring with creditors, including the petitioners seeking the winding up of Zhenro Hong Kong. Offshore creditors are lenders or investors whose claims sit outside the company's mainland Chinese financing arrangements.

The company said a term sheet had been sent to certain creditors. A term sheet sets out proposed deal terms, giving the parties a basis for negotiating how debts might be reorganised. Zhenro described the proposal as an attempt to address its liquidity difficulties, meaning pressure on the cash available to meet payments.

The restructuring plan and an associated scheme of arrangement still depended on creditor agreements and other conditions. A scheme of arrangement is a court supervised process for reaching a binding agreement with affected creditors, subject to the required approvals.

Zhenro identified approvals from relevant regulators, courts and shareholders among the conditions. No subsequent hearing date, liquidation timetable or final outcome for the restructuring was given in the disclosures described here.

Management Faces a New Role

Zhenro Hong Kong's directors and management said they would cooperate with the provisional liquidator within the limits permitted by laws and regulations. They also said they would provide information and documents available to them that were necessary for the liquidation process.

That commitment places company records at the centre of the next stage. With 381 subsidiaries beneath the holding company, understanding the group's assets, debts and corporate relationships will require information from across the business.

For the listed parent, November 9 marks the decisive accounting change. Its directors have identified when control ended and quantified how much of the group's historical assets, losses and revenue belonged to the businesses leaving consolidation. The resulting picture is a substantially smaller remaining group, while the subsidiary network enters liquidation under the provisional liquidator.

Key Points

• Hong Kong's High Court ordered Zhenro Hong Kong to be wound up, and the Official Receiver became provisional liquidator on November 9, 2026.
• Zhenro Properties says it lost control of the subsidiary group on that date and will stop consolidating its financial results and financial position.
• Zhenro Hong Kong holds 381 subsidiaries, mostly involved in property development in China.
• Its unaudited 2025 assets were approximately RMB84.905 billion, representing 98.60% of the parent group's total.
• The subsidiary group generated all of Zhenro's 2025 revenue and accounted for 87.77% of its loss.
• Using the historical figures, Zhenro estimates the remaining group would have RMB1.2045 billion in assets, a RMB2.277 billion loss and zero revenue.
• The proposed offshore restructuring still required creditor agreements and regulatory, court and shareholder approvals.