SMART FISH (Smart Fish Wealthlink Holdings Limited) announced that its wholly owned subsidiary, Central Wealth Infrastructure Investment, has signed two conditional sale-and-purchase agreements on 24 July 2026 to dispose of a combined 31.78 million shares of CMBC Capital Holdings Limited, equal to approximately 2.9% of CMBC’s issued share capital. Aggregate consideration totals HK$95.35 million.

Transaction structure • Agreement A: Sale of 19.78 million CMBC shares to an independent merchant (Purchaser A) for HK$59.35 million. Of this, HK$49.11 million has been paid as a deposit; the HK$10.23 million balance is due within two business days after signing. • Agreement B: Sale of 12.00 million CMBC shares to another independent merchant (Purchaser B) for HK$36.00 million, fully paid in advance as a deposit. • Both deposits are secured through provisional transfer of the respective CMBC shares to the purchasers’ securities accounts, with full refund provisions if conditions precedent are not met. • Completion is expected within three business days after shareholder approval and satisfaction of other conditions, but no later than 31 December 2026.

Financial impact • Book value of the disposed shares versus sale price implies an estimated disposal loss of approximately HK$25.20 million. • Within this, a realised loss of roughly HK$64.00 million arises from 7.46 million CMBC shares bought in 2016–2017 at an average HK$11.58 each, while a realised gain of about HK$38.80 million is expected for 24.32 million shares purchased in 2026 at an average HK$1.403 each. • Net cash proceeds after fees and duties are projected at HK$95.30 million, of which around HK$34.00 million will be applied to debt repayment and HK$61.30 million to general working capital.

Strategic rationale Management aims to rebalance the investment portfolio towards reduced securities exposure and reinforce liquidity, enabling greater focus on existing core businesses, which include securities dealing, financial investments, money-lending, and the recently launched AI-enabled short-drama operations.

Regulatory classification Including HK$11.56 million of on-market CMBC share sales completed over the past 12 months, the latest disposal is classified as a “major transaction” under Hong Kong Listing Rules (percentage ratios >25% and <75%). Consequently, the deal requires approval at an upcoming special general meeting (SGM); no shareholders are required to abstain from voting. A circular detailing the transaction will be dispatched on or before 30 September 2026.

Counterparty and asset profile The purchasers, identified as individual merchants Chen Jinfu (Purchaser A) and Shio Tian Ho (Purchaser B), are independent third parties. Target company CMBC reported 2025 audited revenue of HK$467.46 million and net profit of HK$151.23 million, with a net asset value of HK$1.63 billion as of 31 December 2025.

Upon completion, SMART FISH will cease to hold the 31.78 million CMBC shares covered by these agreements.