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Smart Fish Wealthlink Holdings Limited Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your securities in Smart Fish Wealthlink Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
小魚盈通控股有限公司
SMART FISH WEALTHLINK HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 139)
PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES; PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS; AND NOTICE OF THE 2026 ANNUAL GENERAL MEETING
A notice convening an annual general meeting of Smart Fish Wealthlink Holdings Limited to be held at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Thursday, 18 June 2026 at 9:30 a.m. is set out on pages 18 to 22 of this circular. A form of proxy for use at the 2026 annual general meeting is enclosed with this circular, which is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.139hk.com).
Whether or not you are able to attend the 2026 AGM, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Branch Share Registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the 2026 AGM (i.e. not later than 9:30 a.m., Tuesday, 16 June 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude the shareholders from attending and voting in person at the 2026 AGM or any adjourned meeting thereof if they so wish. For the avoidance of doubt, holders of treasury Shares of the Company (if any) shall abstain from voting at the Company's general meeting in connection to such treasury Shares.
References to time and dates in this circular refer to Hong Kong time and dates.
24 April 2026
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 3
- Proposed Granting of the Buyback and Issuance Mandates 4
- Proposed Re-election of the Retiring Directors 5
- 2026 AGM and Proxy Arrangement 5
- Recommendation 6
- General Information 6
Appendix I - Explanatory Statement on the Buyback Mandate 7
Appendix II - Details of the Retiring Directors Proposed to be Re-elected at the 2026 AGM 11
Notice of the 2026 AGM 18
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“2026 AGM” an annual general meeting of the Company to be held at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Thursday, 18 June 2026 at 9:30 a.m. to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 18 to 22 of this circular, or any adjournment thereof;
“associate(s)” has the meaning ascribed to it under the Listing Rules;
“Board” the board of Directors;
“Buyback Mandate” as defined in paragraph 2(a) of the Letter from the Board;
“Bye-laws” the bye-laws of the Company as may be amended from time to time;
“CCASS” the Central Clearing and Settlement System, a securities settlement system used within the Hong Kong Exchanges and Clearing Limited market system;
“close associate(s)” has the meaning ascribed to it under the Listing Rules;
“Company” Smart Fish Wealthlink Holdings Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the main board of the Stock Exchange;
“connected person” has the meaning ascribed to it under the Listing Rules;
“controlling Shareholder” has the meaning ascribed to it under the Listing Rules;
“core connected person” has the meaning ascribed to it under the Listing Rules;
“Director(s)” the director(s) of the Company;
“Group” the Company and its subsidiaries from time to time;
“HK$” Hong Kong dollars, the lawful currency of Hong Kong;
“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;
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DEFINITIONS
| “Issuance Mandate” | as defined in paragraph 2(b) of the Letter from the Board; |
|---|---|
| “Latest Practicable Date” | 17 April 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular; |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange; |
| “Memorandum of Association” | memorandum of association of the Company, as amended from time to time; |
| “PRC” | The People’s Republic of China; |
| “SFO” | the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong; |
| “Share(s)” | ordinary share(s) of HK$0.01 each in the capital of the Company or if there has been a subsequent sub-division, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company; |
| “Shareholder(s)” | holder(s) of Share(s); |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited; |
| “Subsidiary(ies)” | has the meaning ascribed to it under the Listing Rules; |
| “substantial Shareholder(s)” | has the meaning ascribed to it under the Listing Rules; |
| “Takeovers Code” | The Code on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong as amended from time to time; |
| “treasury Shares” | has the meaning ascribed thereto under the Listing Rules; |
| “%” | per cent. |
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LETTER FROM THE BOARD
小魚盈通控股有限公司
SMART FISH WEALTHLINK HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 139)
Executive Directors:
Mr Chen Changjiong (Chairman)
Mr Chen Xiaodong (Vice Chairman)
Mr Yu Qingrui
Mr Wang Jinsong
Mr Pang Min Quan
Dr Foo Seck Chyn
Independent Non-executive Directors:
Mr Chan Ngai Fan
Mr Wu Ming
Ms Li Meifeng
Registered Office:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Principal Place of Business in Hong Kong:
5th Floor, Phase II
China Taiping Tower
8 Sunning Road
Causeway Bay
Hong Kong
24 April 2026
To the Shareholders
Dear Sir/Madam,
PROPOSED GRANTING OF GENERAL MANDATES
TO REPURCHASE SHARES AND TO ISSUE NEW SHARES;
PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS;
AND
NOTICE OF THE 2026 ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the 2026 AGM for (i) the granting of the Buyback Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding the number of Shares repurchased by the Company under the Buyback Mandate; and (iv) the re-election of the retiring Directors.
LETTER FROM THE BOARD
2. PROPOSED GRANTING OF THE BUYBACK AND ISSUANCE MANDATES
At the annual general meeting of the Company held on 19 June 2025, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares respectively. Such mandates, to the extent not utilized by the date of the 2026 AGM, will lapse at the conclusion of the 2026 AGM.
In order to give the Company the flexibility to repurchase Shares and issue new Shares if and where appropriate, the following ordinary resolutions will be proposed at the 2026 AGM to approve the granting of new general mandates to the Directors:
(a) to repurchase Shares on the Stock Exchange or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, of not exceeding 10% of the total number of issued Shares (excluding treasury Shares) as at the date of passing of such resolution (i.e. a total of 122,853,480 Shares on the basis that the issued share capital of the Company of 1,228,534,802 Shares remains unchanged from the Latest Practicable Date to the date of the 2026 AGM) (the “Buyback Mandate”);
(b) to allot, issue or deal with Shares (including any sale or transfer of treasury Shares) of not exceeding 20% of the total number of issued Shares (excluding treasury Shares) as at the date of passing of such resolution (i.e. a total of 245,706,960 Shares on the basis that the issued share capital of the Company of 1,228,534,802 Shares remains unchanged from the Latest Practicable Date to the date of the 2026 AGM) (the “Issuance Mandate”); and
(c) to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to and in accordance with the Buyback Mandate.
The Buyback Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the 2026 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 9 and 10 of the notice of the 2026 AGM set out on pages 18 to 22 of this circular.
In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Buyback Mandate. The explanatory statement as required by the Listing Rules in connection with the Buyback Mandate is set out in Appendix I to this circular.
LETTER FROM THE BOARD
3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
Pursuant to the provisions of the Bye-laws, Mr Chen Changjiong, Mr Chen Xiaodong, Mr Yu Qingrui and Ms Li Meifeng shall retire at the 2026 AGM and, being eligible, will offer themselves for re-election at the 2026 AGM.
The Nomination Committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy and the independence of the independent non-executive Directors.
Ms Li Meifeng, the retiring independent non-executive Director, has confirmed her independence with reference to the factors set out in Rule 3.13 of the Listing Rules. She also demonstrates the ability to provide an independent, balanced and objective view to the Company's matters. The Nomination Committee and the Board thus considered that the retiring independent non-executive Director is independent in accordance with the independence guidelines set out in the Listing Rules.
Besides, the Nomination Committee and the Board believed that Mr Chen Changjiong, Mr Chen Xiaodong, Mr Yu Qingrui and Ms Li Meifeng will continue to make contribution to the Board and are satisfied with all the retiring Directors' contribution to the Company, which will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Nomination Committee and the Board therefore recommended the re-election of all the retiring Directors, including the aforesaid independent non-executive Director, who are due to retire at the 2026 AGM.
Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of the above Directors proposed to be re-elected at the 2026 AGM are set out in Appendix II to this circular.
4. 2026 AGM AND PROXY ARRANGEMENT
The notice of the 2026 AGM is set out on pages 18 to 22 of this circular. At the 2026 AGM, resolutions will be proposed to approve, inter alia, the granting of the Buyback Mandate and the Issuance Mandate, the extension of the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Buyback Mandate and the re-election of the retiring Directors.
LETTER FROM THE BOARD
Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2026 AGM. An announcement on the poll vote results will be published by the Company after the 2026 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
A form of proxy for use at the 2026 AGM is enclosed with this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.139hk.com). Whether or not you are able to attend the 2026 AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Branch Share Registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time scheduled for holding the 2026 AGM (i.e. not later than 9:30 a.m., Tuesday, 16 June 2026) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2026 AGM if you so wish and in such event, your proxy form shall be deemed to be revoked.
5. RECOMMENDATION
The Board considers that all the resolutions to be proposed at the 2026 AGM are in the interests of the Company, the Group and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the 2026 AGM.
6. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I – Explanatory Statement on the Buyback Mandate and Appendix II – Details of the Retiring Directors Proposed to be Re-elected at the 2026 AGM.
Yours faithfully
On behalf of the Board
Smart Fish Wealthlink Holdings Limited
Chen Xiaodong
Executive Director
APPENDIX I
EXPLANATORY STATEMENT ON THE BUYBACK MANDATE
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2026 AGM in relation to the granting of the Buyback Mandate.
- REASONS FOR BUYBACK OF SHARES
The Directors believe that the granting of the Buyback Mandate is in the interests of the Company and the Shareholders.
Repurchases of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Buyback Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 1,228,534,802 Shares and the Company did not have any treasury Shares.
Subject to the passing of the ordinary resolution set out in item 9 of the notice of the 2026 AGM in respect of the granting of the Buyback Mandate and on the basis that the issued share capital of the Company remains unchanged from the Latest Practicable Date to the date of the 2026 AGM, the Directors would be authorized under the Buyback Mandate to repurchase, during the period in which the Buyback Mandate remains in force, a total number of 122,853,480 Shares, representing 10% of the total number of issued Shares (excluding treasury Shares) as at the date of the 2026 AGM.
- FUNDING OF REPURCHASES
In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Memorandum of Association and Bye-laws, the laws of Bermuda, and/or any other applicable laws, as the case may be.
APPENDIX I
EXPLANATORY STATEMENT ON THE BUYBACK MANDATE
4. IMPACT OF REPURCHASES
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2025) in the event that the Buyback Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Buyback Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time befitting the Company.
5. TAKEOVERS CODE
If, on the exercise of the power to repurchase Shares pursuant to the Buyback Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.
The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Buyback Mandate.
APPENDIX I
EXPLANATORY STATEMENT ON THE BUYBACK MANDATE
6. GENERAL
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Buyback Mandate is approved by the Shareholders.
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions, its Bye-laws and the Group's capital management needs at the relevant time of the repurchases.
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
The Directors will exercise the power of the Company to make repurchases of Shares pursuant to the Buyback Mandate in accordance with the Listing Rules and the applicable laws of Bermuda. In addition, the Company has confirmed that neither the Explanatory Statement nor the proposed share repurchase has any unusual features.
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APPENDIX I
EXPLANATORY STATEMENT ON THE BUYBACK MANDATE
7. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date are as follows:
| Month | Price per Share | |
|---|---|---|
| Highest HK$ | Lowest HK$ | |
| 2025 | ||
| April | 0.042 | 0.027 |
| May | 0.061 | 0.024 |
| June | 0.029 | 0.015 |
| July | 0.021 | 0.014 |
| August | 0.027 | 0.014 |
| September | 0.350 | 0.250 |
| October | 0.530 | 0.320 |
| November | 0.470 | 0.185 |
| December | 0.206 | 0.135 |
| 2026 | ||
| January | 0.217 | 0.135 |
| February | 0.223 | 0.169 |
| March | 0.180 | 0.120 |
| April (up to the Latest Practicable Date) | 0.140 | 0.123 |
8. REPURCHASES OF SHARES MADE BY THE COMPANY
During the 6 months prior to the Latest Practicable Date, the Company had not repurchased any of its Shares (whether on the Stock Exchange or otherwise).
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2026 AGM
Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the 2026 AGM, are provided below.
(1) Chen Changjiong, aged 39
Position & experience
Mr Chen Changjiong has been appointed as an executive director, the Chairman of the Board and the chairman of both the Executive Committee and Nomination Committee of the Company since 13 October 2025. Mr Chen Changjiong graduated from South China Agricultural University majoring in animation in 2009 and has been studying in the EMBA program at Cheung Kong Graduate School of Business since 2023. As a key participant and driver in the development of Internet new media industry in China, he has founded and invested in a number of enterprises successively. The enterprises under his leadership have been awarded multiple certifications such as “National High-Tech Enterprise”, “Specialized, Refined, Differential, and Innovative Enterprise” and “Technology-Based Enterprise”, enjoying extensive influence in the industry.
Mr Chen Changjiong has deeply engaged in the Internet marketing field, with profound insights into content IP incubation (content intellectual property incubation) and traffic operation, and has achieved remarkable accomplishments. Sanchuan Media, the enterprise he founded, is a well-known MCN organization in China. With a team of nearly 400 employees, the company has successfully incubated and operated a series of representative IPs including Guo Jiafeng, Naoteng Boy KC and Guangdong Family. It has also built an account matrix covering over 100 million followers, establishing a unique position in the Cantonese new media sector. Meanwhile, the company has obtained the exclusive authorization for new media operation and e-commerce business of the IP namely "A Bite of China" from CCTV.
In terms of technological innovation, he has actively laid out cutting-edge technologies with a focus on the research and development of AIGC (Artificial Intelligence Generated Content) and SaaS applications, so as to promote the innovative growth of content marketing and business models. The "No.9 Tool" independently developed by the team under his leadership has served a total of 540,000 merchants, with an annual GMV exceeding RMB10 billion.
In terms of industry-university-research integration, Mr Chen Changjiong pioneered the “Four-Dimensional Model of New Media Marketing”(新媒體營銷四維模型) and established the “Five-Stage Engine System for Internet Elite Incubation”(互聯網菁英孵化五階引擎體系) based on the model, which have gained widespread recognition from all walks of life. His companies subsequently have been awarded as the “Cooperative Training Institution with Ocean Engine University”(巨量學合作培訓機構), the designated training and certification institution for the “internet marketing specialist” in Guangdong province
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APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2026 AGM
(廣東省《互聯網行銷師》指定培訓認證機構) and the strategic industry talent development base of Guangdong province. By deeply cooperating with universities, his teams innovatively bridged the “final gap” between talent development and industry demands, thereby enhancing the employment competitiveness and employment rate of university graduates and achieving precise alignment between education and industry.
In terms of public welfare innovation, Mr Chen Changjiong actively devoted himself into public welfare initiatives and co-founded the public welfare programme of “Guardian Angels”(救在身邊，萬家守護). He assembled a professional medical training team to independently develop modular first aid courses. Over the past three years, the programme has invested over RMB10 million, providing one-on-one first aid skills trainings to 6,500 households and establishing first aid knowledge service stations in 37 communities, effectively driving the popularization of first aid capabilities.
Save as disclosed above, Mr Chen Changjiong has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Mr Chen Changjiong has not been appointed for any fixed term but is subject to retirement and re-election in accordance with the Company's Bye-laws.
Relationships
As far as the Directors are aware, Mr Chen Changjiong does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors is aware, as at the Latest Practicable Date, Mr Chen Changjiong does not have or is not deemed to have any interests or short positions in the shares or underlying shares of the Company pursuant to Part XV of the SFO.
Director's emoluments
Pursuant to the service agreement entered into between Mr Chen Changjiong and the Company, Mr Chen Changjiong is entitled to receive a monthly salary of HK$30,000 plus a discretionary bonus as may be determined by the Board with reference to his performance.
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APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2026 AGM
The emoluments of Mr Chen Changjiong are recommended by the Company's Remuneration Committee and approved by the Board with reference to his qualifications, experience and responsibilities with the Company.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Mr Chen Changjiong to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr Chen Changjiong that need to be brought to the attention of the Shareholders.
(2) Mr Chen Xiaodong, aged 44
Position & experience
Mr Chen Xiaodong has been appointed as an executive director of the Company since 2 December 2016. He is also the vice chairman of the Board and a member of both the Executive Committee and Remuneration Committee of the Company.
He holds a bachelor degree of management from Royal Holloway, University of London. He also holds a master of science degree in process technology and business management from University of Warwick. He has more than 13 years of experience in bank and securities marketing and is familiar with the local market and has strong capabilities in market exploration, customer appraisal and risk management. He also has extensive experience of regulations and rules of financial market in Hong Kong and Mainland China, as well as certain corporate financial analysis skill. Mr Chen Xiaodong has resigned as an executive director and chief executive officer of Future World Holdings Limited (a company listed on the main board of The Stock Exchange of Hong Kong Limited, stock code: 572) with effect from 24 December 2018.
Save as disclosed above, Mr Chen Xiaodong has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Mr Chen Xiaodong has not been appointed for any fixed term but is subject to retirement and re-election in accordance with the Company's Bye-laws.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2026 AGM
Relationships
As far as the Directors are aware, Mr Chen Xiaodong does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors is aware, as at the Latest Practicable Date, Mr Chen Xiaodong does not have or is not deemed to have any interests or short positions in the shares or underlying shares of the Company pursuant to Part XV of the SFO.
Director's emoluments
Pursuant to the service agreement entered into between Mr Chen Xiaodong and the Company, Mr Chen Xiaodong is entitled to receive a monthly salary of HK$103,000 plus a discretionary bonus as may be determined by the Board. He is also eligible to participate in the Company's share option scheme. The foregoing emolument of Mr Chen Xiaodong is recommended by the Company's Remuneration Committee and approved by the Board with reference to his performance, qualifications, experience and responsibilities with the Company.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Mr Chen Xiaodong to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr Chen Xiaodong that need to be brought to the attention of the Shareholders.
(3) Mr Yu Qingrui, aged 54
Position & experience
Mr Yu Qingrui ("Mr Yu") has been appointed as an executive director and a member of the Executive Committee of the Company since 22 June 2016. Mr Yu specializes in property investment and trading business in the People's Republic of China. After graduating from high-school in 1989, Mr Yu joined the shipping and trading business in the PRC. He was the general manager of a shipping company before he became a private investor in 2003. In 2011, Mr Yu joined a marketing and management firm in Shanghai and served as their property investment manager. On 21 July 2014, Mr Yu was engaged to provide advisory and consultancy services relating to property investments and trading to
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2026 AGM
Future World Holdings Limited (a company listed on the main board of the Stock Exchange, stock code: 572). Currently, Mr Yu is an executive director of Future World Holdings Limited.
Save as disclosed above, Mr Yu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Mr Yu has not been appointed for any fixed term but is subject to retirement and re-election at the annual general meeting of the Company in accordance with the Bye-laws.
Relationships
As far as the Directors are aware, Mr Yu does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors is aware, as at the Latest Practicable Date, Mr Yu does not have or is not deemed to have any interests or short positions in the shares or underlying shares of the Company pursuant to Part XV of the SFO.
Director's emoluments
Pursuant to the service agreement entered into between Mr Yu and the Company, Mr Yu is entitled to receive a monthly salary of HK$10,000 plus a discretionary bonus as may be determined by the Board. He is also eligible to participate in the Company's share option scheme. The emoluments of Mr Yu are recommended by the Company's Remuneration Committee and approved by the Board with reference to his performance, qualifications, experience and responsibilities with the Company.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Mr Yu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr Yu that need to be brought to the attention of the Shareholders.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED AT THE 2026 AGM
(4) Ms Li Meifeng, aged 34
Position & experience
Ms Li Meifeng, (“Ms Li”), has been appointed as an independent non-executive director, and a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company since 8 March 2023. She has extensive experience in accounting and securities trading in Mainland China and Hong Kong.
Save as disclosed above, Ms Li has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Pursuant to the letter of appointment issued by the Company to Ms Li, Ms Li has been appointed for a term of one year. Her term of office is also subject to the retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws.
Relationships
As far as the Directors is aware, as at the Latest Practicable Date, Ms Li does not have or is not deemed to have any interests or short positions in the shares or underlying shares of the Company pursuant to Part XV of the SFO.
Interests in Shares
As far as the Directors are aware, Ms Li does not have any relationships with any other Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Director’s emoluments
Pursuant to the letter of appointment issued by the Company to Ms Li, Ms Li is entitled to receive a fixed director’s fee of HK$60,000 per annum. She is also eligible to participate in the Company’s share option scheme. Except for the Company’s share option scheme, Ms Li is not eligible to participate in any bonus schemes or other benefits of the kind available to executive directors of the Company. The foregoing emolument of Ms Li is recommended by the Company’s Remuneration Committee and approved by the Board with reference to his qualifications, experience and responsibilities with the Company.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE 2026 AGM
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Ms Li to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Ms Li that need to be brought to the attention of the Shareholders.
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NOTICE OF THE 2026 AGM
小魚盈通控股有限公司
SMART FISH WEALTHLINK HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 139)
NOTICE IS HEREBY GIVEN that an annual general meeting of Smart Fish Wealthlink Holdings Limited (the “Company”) will be held at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Thursday, 18 June 2026 at 9:30 a.m. for the following purposes:
AS ORDINARY BUSINESS
- To consider and receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 December 2025;
- To re-elect Mr Chen Changjiong as an executive director of the Company;
- To re-elect Mr Chen Xiaodong as an executive director of the Company;
- To re-elect Mr Yu Qingrui as an executive director of the Company;
- To re-elect Ms Li Meifeng as an independent non-executive director of the Company;
- To authorize the board of directors of the Company to appoint additional directors as and when the board considers necessary and appropriate;
- To authorize the board of directors of the Company to fix the respective directors’ remuneration;
-
To re-appoint KTC Partners CPA Limited as auditors of the Company and to authorize the board of directors of the Company to fix auditors’ remuneration;
-
18 -
NOTICE OF THE 2026 AGM
AS SPECIAL BUSINESS
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (b) below, the exercise by the directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with the applicable laws, rules and regulations, be and is hereby generally and unconditionally approved;
(b) the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the date of passing of this resolution) and the said approval shall be limited accordingly; and
(c) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company's shareholders in general meetings; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held.";
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NOTICE OF THE 2026 AGM
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (c) below, the exercise by the directors of the Company during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the capital of the Company (including any sale or transfer of treasury shares out of treasury) and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorize the directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers or after the end of the Relevant Period;
(c) the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the approval in paragraph (a) above (including any sale or transfer of treasury shares out of treasury), otherwise than pursuant to:
(i) a Rights Issue (as defined below);
(ii) the exercise of the outstanding conversion rights attaching to the convertible securities issued by the Company, which are convertible into shares of the Company;
(iii) the exercise of options under share option scheme(s) of the Company; and
(iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Bye-laws of the Company,
shall not exceed 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of the passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the date of passing of this resolution) and the said approval shall be limited accordingly; and
- 20 -
NOTICE OF THE 2026 AGM
(d) for the purposes of this resolution:
“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the revocation or variation of the authority given under this resolution by ordinary resolution passed by the Company’s shareholders in general meetings; and
(iii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable laws to be held; and
“Rights Issue” means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”; and
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the passing of resolutions set out in items 9 and 10 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 10 of the Notice be and is hereby extended by the addition to the total number of shares of the Company (including any sale or transfer of treasury Shares out of treasury) which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 9 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares of the Company (excluding treasury shares) as at the date of passing of this resolution.”
By order of the Board
Smart Fish Wealthlink Holdings Limited
Chen Xiaodong
Executive Director
Hong Kong, 24 April 2026
NOTICE OF THE 2026 AGM
Notes:
(a) Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
(b) In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company's Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting (i.e. not later than 9:30 a.m., Tuesday, 16 June 2026) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
(c) For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Monday, 15 June 2026 to Thursday, 18 June 2026, both days inclusive, during which period no transfer of shares of the Company will be registered. The record date will be Thursday, 18 June 2026. In order to qualify for attending and voting at the above meeting, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates are lodged with the Company's Branch Share Registrar in Hong Kong, Tricor Investor Services Limited (at its address shown in note (b) above) for registration no later than 4:30 p.m., on Friday, 12 June 2026.
(d) References to time and dates in this Notice are to Hong Kong time and dates.
As at the date of this Notice, the board of directors of the Company comprises:
Executive Directors
Mr Chen Changjiong (Chairman)
Mr Chen Xiaodong (Vice Chairman)
Mr Yu Qingrui
Mr Wang Jinsong
Mr Pang Min Quan
Dr Foo Seck Chyn
Independent non-executive Directors
Mr Chan Ngai Fan
Mr Wu Ming
Ms Li Meifeng