Smart Fish Wealthlink Holdings Limited Acquires Significant Stake in CMBC Capital Holdings

Key Highlights

• Acquisition Summary: Smart Fish Wealthlink Holdings Limited (formerly Central Wealth Group Holdings Limited, Stock Code: 139) has acquired a total of 17,421,000 shares of CMBC Capital Holdings Limited (Stock Code: 1141) on the open market between 23 February 2025 and 23 February 2026.
• Total Consideration: The aggregate purchase consideration amounted to approximately HK\$26,464,354 (excluding transaction costs), with an average price of HK\$1.52 per share.
• Shareholding Impact: Following the acquisitions, Smart Fish Wealthlink now holds 25,785,250 CMBC Shares, representing approximately 2.35% of CMBC’s issued share capital.
• Transaction Classification: The acquisitions constitute a discloseable transaction under Chapter 14 of the Hong Kong Listing Rules, as the applicable percentage ratio(s) exceed 5% but are less than 25%.

Detailed Transaction Information

• Period of Acquisition: Purchases were made in a series of transactions spanning one year, from 23 February 2025 to 23 February 2026.
• Financing: The total consideration (including transaction costs, approximately HK\$26,495,000) was financed entirely by the Group’s existing financial resources.
• Counterparties: Shares were acquired on the open market; identities of counterparties are unascertainable but, to the best of the Directors’ knowledge, are independent third parties.
• Market Impact: The acquired shares represent 1.59% of CMBC’s total issued share capital as at the date of announcement.

CMBC Capital Holdings Limited — Company Overview & Financials

• Business Profile: CMBC is an investment holding company, engaged in securities business, investment and financing, asset management, and advisory services.
• Financial Performance:
  • For the year ended 31 December 2023: Revenue HK\$493.9m, Net Loss HK\$572.3m, Net Asset Value HK\$1,252.7m
  • For the year ended 31 December 2024: Revenue HK\$346.5m, Net Profit HK\$50.8m, Net Asset Value HK\$1,388.8m
• Turnaround: CMBC reported a significant turnaround from substantial losses in 2023 to profitability in 2024, which may be price sensitive and affect share values.

Strategic Rationale for the Acquisition

• Group Business: Smart Fish Wealthlink is primarily engaged in securities dealing, financial investments, and money lending. The Group has also recently commenced a short drama business leveraging AI technologies.
• Investment Strategy: After reviewing CMBC’s financial performance and business prospects, the Directors believe CMBC presents a quality investment opportunity. The acquired shares will be classified as Financial Assets at Fair Value Through Other Comprehensive Income (FVTOCI).
• Positive Outlook: The Board holds a positive view on CMBC’s prospects and considers these acquisitions to provide satisfactory returns, expanding the Group’s investment portfolio with quality assets.

Potential for Further Acquisitions

• Smart Fish Wealthlink Holdings intends to acquire further shares of CMBC on the market. Additional announcements will be made if such acquisitions trigger higher transaction classifications under the Listing Rules.

Implications for Shareholders & Price Sensitivity

• Disclosure: This is a discloseable transaction, subject to notification and announcement requirements under Chapter 14 of the Listing Rules.
• Financial Impact: The Group’s increased stake in CMBC, especially given CMBC’s financial turnaround, may be considered price sensitive and could potentially impact share values.
• Possible Future Activity: The Group’s intention to continue acquiring CMBC shares signals ongoing confidence and could further influence market dynamics.

Board Composition

• Executive Directors: Chen Changjiong (Chairman), Chen Xiaodong (Vice Chairman), Yu Qingrui, Wang Jinsong, Pang Min Quan, Dr. Foo Seck Chyn
• Independent Non-executive Directors: Chan Ngai Fan, Wu Ming, Li Meifeng

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult professional advisors before making investment decisions. The information presented is based on publicly disclosed materials and may be subject to change.

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