Smart Fish Wealthlink Holdings Limited has entered into a conditional placing agreement to issue up to 245.71 million new shares at HK$0.16 per share, aiming to raise approximately HK$39.30 million in gross proceeds.
The new shares represent 20.00% of the company’s current issued share capital and 16.67% of the enlarged share base. Net proceeds are estimated at HK$38.30 million after a 2% placing commission payable to Central Wealth Securities Investment Limited, a wholly owned subsidiary licensed for Type 1 and Type 4 activities.
Proceeds allocation: • HK$17.30 million – repayment of bank overdrafts. • HK$9.00 million – salary, rental and administrative expenses. • HK$12.00 million – margin loans, IPO financing and money-lending activities.
Key terms: • Placing price HK$0.16 per share, an 8.57% discount to the 22 January 2026 closing price of HK$0.175. • Completion within three business days after all conditions are met, including shareholder approval and listing approval for the new shares. • Termination rights for the placing agent under adverse market or company-specific events.
Shareholding impact: • Current issued shares: 1.23 billion. • Post-placement issued shares: 1.47 billion. • Placees will hold up to 16.67%; existing shareholders will be diluted from 100.00% to 83.33%. No placee is expected to become a substantial shareholder.
A special general meeting is scheduled for 18 June 2026 to seek the specific mandate required for the issue. The register of members will be closed from 15 June to 18 June 2026 for voting eligibility.
Background: Smart Fish cites rising demand for margin and IPO financing, increased bank overdrafts (HK$44.30 million at 30 June 2025), and the need to strengthen its capital base as reasons for the fund-raising. The company previously raised HK$50.00 million via a placing in October 2025; those funds are fully utilised.
If all conditions are satisfied, the placement will provide fresh capital to reduce short-term debt and support ongoing securities, money-lending and general operations.