Smart Fish Wealthlink Holdings Limited has issued a circular convening a Special General Meeting (SGM) on 23 September 2026 to seek shareholder ratification for the group’s very substantial disposal of its entire 1.09 % stake in Shandong Hi-Speed Holdings Group Limited (SDHG).
Between 22 and 24 September 2025, Smart Fish’s subsidiary sold 65.36 million SDHG shares on the Hong Kong market at prices ranging from HK$3.82 to HK$5.94 per share, realising total proceeds of approximately HK$324.40 million (before HK$0.70 million in transaction costs). The average selling price was HK$4.96 per share.
Key financial effects: • Booked disposal gain: about HK$155 million, calculated against the consideration recognised for an earlier, incomplete 2023 sale agreement. • Liability reduction: roughly HK$128.80 million following repayment of borrowings to Globally Finance Limited and other lenders. • Net asset increase: around HK$26.20 million.
Use of net proceeds (after costs, repayment and refund of HK$48.50 million to previous purchasers): – HK$33 million – repayment of bank loans and overdrafts; – HK$38 million – margin and IPO financing for securities dealing clients; – HK$71 million – working capital, including HK$66.50 million for money-lending operations; – HK$37 million – listed securities investments.
Regulatory context: • The disposal exceeded the 75 % threshold under Chapter 14 of the Hong Kong Listing Rules, constituting a very substantial disposal. • The company did not obtain prior shareholder approval due to a misinterpretation of the transaction’s classification; it is now seeking ratification. • Remedial measures include enhanced internal controls, mandatory external legal training for directors and senior staff, and an independent review of compliance procedures.
SGM details: • Date & time: 23 September 2026, 9:30 a.m. • Venue: Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai. • Shareholders registered by 17 September 2026 may attend and vote. • No shareholder is required to abstain from voting.
Background: • Smart Fish originally agreed in 2022 to sell the SDHG shares to three independent purchasers for HK$169.27 million, but the buyers defaulted on HK$120.77 million of the consideration. Following confirmations from those purchasers, Smart Fish disposed of the shares on-market and agreed to refund the HK$48.50 million deposit to them.
Following the disposal, Smart Fish no longer holds any SDHG shares. The company’s board, including independent non-executive directors, considers the disposal fair and in the interests of shareholders and recommends voting in favour of ratification at the upcoming SGM.