Bright Smart: Wealthiness and Prosperity Holding Secures 50.55% Stake, Launches HK$3.28 Unconditional Cash Offer and Revamps Board

Bright Smart Securities & Commodities Group Limited announced the completion of a share purchase agreement with Wealthiness and Prosperity Holding Limited on 30 March 2026. The buyer acquired 857.98 million shares—equal to 50.55 % of Bright Smart’s issued share capital—for HK$2.81 billion in cash, translating to HK$3.28 per share.

Under Rule 26.1 of Hong Kong’s Takeovers Code, Wealthiness and Prosperity must now extend an unconditional mandatory cash offer to all remaining shareholders at the same HK$3.28 per-share price. Morgan Stanley Asia Limited will act on behalf of the offeror. A composite offer document is scheduled for dispatch on 8 April 2026.

Ownership changes prompt significant board restructuring. Effective the first business day after the offer closes, two executive directors (Yip Mow Lum, Chan Wing Shing Wilson) and four independent non-executive directors (Yu Yun Kong, Szeto Wai Sun, Ling Kwok Fai Joseph, Wong Ting Ting Priscilla) will resign.

Eight new directors will join following the posting of the composite document: • Executive Director: Zheng Yanlan • Non-executive Directors: Huang Hao, Liu Zheng, Richard Chih-Chiu Lin • Independent Non-executive Directors: Lyn Frank Yee Chon, Jiang Guorong, Hung Cheung Fuk, Zhang Qian

Post-change, the board will comprise nine members—two executive, three non-executive and four independent non-executive directors—meeting the Listing Rules’ requirement that independent directors constitute at least one-third of the board.

Shareholders are advised to review the forthcoming composite document, including the Independent Board Committee’s recommendation and the Independent Financial Adviser’s opinion, before deciding whether to accept the cash offer. The company cautions investors to exercise prudence when dealing in Bright Smart shares.