Insider Zhou Kai (WTF) discloses 40,980,000 Waton Financial shares

Rhea-AI Filing Summary

Waton Financial Ltd director and Chief Technology Officer Zhou Kai has reported indirect beneficial ownership of 40,980,000 Ordinary Shares. These shares are held by WATON CORPORATION LIMITED, an exempted Cayman Islands company. Approximately 47.70% of Waton Corporation is held by Triumph Team Assets and 9.40% by Waton ESOP Holdings, with both entities, along with TZed Holding, ultimately 100% owned by Zhou Kai. As sole director of Waton Corporation, he holds the voting and dispositive power over the Ordinary Shares held by that entity.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ZHOU KAI

Role Chief Technology Officer

Type	Security	Shares	Price	Value
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 40,980,000 shares (Indirect, By WATON CORPORATION LIMITED)

Footnotes (1)

1. These shares are held by WATON CORPORATION LIMITED ("Waton Corporation"), an exempted company incorporated in the Cayman Islands, of which approximately 47.70% are held by TRIUMPH TEAM ASSETS LIMITED ("Triumph Team Assets") and approximately 9.40% are held by WATON ESOP HOLDINGS LTD ("Waton ESOP Holdings"). Each of Triumph Team Assets and Waton ESOP Holdings is 100% owned by TZed Holding Group Ltd. ("TZed Holding"). Waton Financial Limited's Chairman of the Board of Directors, and Chief Technology Officer, Mr. Zhou Kai, is the sole director of Waton Corporation and 100% owner of each of Triumph Team Assets, Waton ESOP Holdings and TZed Holding. Mr. Zhou Kai holds the voting powers (and dispositive powers) over the Ordinary Shares held by Waton Corporation. The registered address of Waton Corporation is Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. The registered address of each of Triumph Team Assets and Waton Esop Holdings is Harneys Corporate Services Limited, Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. The registered address of TZed Holding is Start Chambers, Wickhams Cayt II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

ZHOU KAI

(Last) (First) (Middle)

STES 3605-06, 36F, TOWER 6, THE GATEWAY

HARBOUR CITY, TSIM SHA TSUI, KOWLOON

(Street)

HONG KONG 00000

(City) (State) (Zip)

HONG KONG

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Waton Financial Ltd [ WTF ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	40,980,000	I	By WATON CORPORATION LIMITED(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares are held by WATON CORPORATION LIMITED ("Waton Corporation"), an exempted company incorporated in the Cayman Islands, of which approximately 47.70% are held by TRIUMPH TEAM ASSETS LIMITED ("Triumph Team Assets") and approximately 9.40% are held by WATON ESOP HOLDINGS LTD ("Waton ESOP Holdings"). Each of Triumph Team Assets and Waton ESOP Holdings is 100% owned by TZed Holding Group Ltd. ("TZed Holding"). Waton Financial Limited's Chairman of the Board of Directors, and Chief Technology Officer, Mr. Zhou Kai, is the sole director of Waton Corporation and 100% owner of each of Triumph Team Assets, Waton ESOP Holdings and TZed Holding. Mr. Zhou Kai holds the voting powers (and dispositive powers) over the Ordinary Shares held by Waton Corporation. The registered address of Waton Corporation is Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

2. The registered address of each of Triumph Team Assets and Waton Esop Holdings is Harneys Corporate Services Limited, Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. The registered address of TZed Holding is Start Chambers, Wickhams Cayt II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.

	/s/ Zhou Kai	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Zhou Kai’s Form 3 for Waton Financial Ltd (WTF) show?

The Form 3 shows Zhou Kai’s indirect beneficial ownership of 40,980,000 Ordinary Shares of Waton Financial Ltd, held through WATON CORPORATION LIMITED and related holding entities he ultimately owns and controls.

How many Waton Financial (WTF) shares does Zhou Kai indirectly own?

Zhou Kai indirectly owns 40,980,000 Ordinary Shares of Waton Financial Ltd. These shares are held by WATON CORPORATION LIMITED, over which he has voting and dispositive power through his control of related holding companies.

Is Zhou Kai’s ownership in Waton Financial (WTF) direct or indirect?

His ownership is indirect. The 40,980,000 Ordinary Shares are registered to WATON CORPORATION LIMITED. Zhou Kai controls this structure via Triumph Team Assets, Waton ESOP Holdings, and TZed Holding, all ultimately 100% owned by him.

Does Zhou Kai’s Form 3 for Waton Financial (WTF) report a new share purchase?

The Form 3 records beneficial ownership and includes a holding entry with no reported buy or sell transactions. It establishes Zhou Kai’s existing indirect stake rather than disclosing a new open-market purchase or sale.

What roles does Zhou Kai hold at Waton Financial Ltd (WTF)?

Zhou Kai is identified as a director, an officer, and a ten percent owner of Waton Financial Ltd, serving as Chief Technology Officer while also controlling the entities that hold 40,980,000 Ordinary Shares.

How is WATON CORPORATION LIMITED related to Waton Financial (WTF) insider ownership?

WATON CORPORATION LIMITED holds the 40,980,000 Ordinary Shares attributed to Zhou Kai. He is its sole director and controls its major shareholders, giving him voting and dispositive power over the shares held by this Cayman Islands company.