Ant Group’s Bid to Acquire Hong Kong Brokerage Faces Hurdles as Internet Platforms Remain Under Heightened Regulation (AI Translation)
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文｜财新 刘冉
By Liu Ran, Caixin
【金融我闻/刘冉】三个多月前，蚂蚁拟收购耀才证券（01428.HK）的公告发布后，耀才证券股价从3.05港元一路涨至最高17.68港元。如今交易遇阻，前景迷茫。
[Finance Reporter/Liu Ran] Just over three months ago, following the announcement that Ant Group intended to acquire Emperor Securities (01428.HK), Emperor Securities’ share price surged from HK$3.05 to a peak of HK$17.68. Now, however, the deal has encountered obstacles, and the outlook remains uncertain.
2025年4月25日，耀才证券公告披露，蚂蚁集团孙公司Wealthiness and Prosperity Holding Limited以每股3.28港元的价格向耀才证券发起要约收购，收购耀才证券董事会主席叶茂林持有的50.55%股份，总代价28.14亿港元，且已支付了10%的按金（即保证金）（参见财新网《蚂蚁收购香港上市券商50.55%股权 溢价17.6%耗资28亿港元》）。
On April 25, 2025, Bright Smart Securities announced that Wealthiness and Prosperity Holding Limited, a subsidiary of Ant Group, had made a takeover offer for shares of the company at HK$3.28 per share. The offer targeted a 50.55% stake held by Bright Smart Securities Chairman Yip Mau Lam, with a total transaction value of HK$2.814 billion. Ant Group has already paid a 10% deposit (or earnest money) for the acquisition. (See Caixin.com article “Ant Group Acquires 50.55% Stake in Hong Kong-listed Brokerage at a 17.6% Premium for HK$2.8 Billion”).
耀才证券现任董事会主席叶茂林通过全资持有的新长明控股有限公司控股耀才证券50.55%股份；此外，耀才证券四名董事合计持股0.13%，其余49.32%股份为公众股东所有。交易完成后，叶茂林将不再持有耀才证券的股份。此次出售股份的只有叶茂林，其他耀才证券董事尚未明确态度。
Yip Mau-lam, current Chairman of the Board of Bright Smart Securities, holds a 50.55% stake in the company through his wholly owned New Cheung Ming Holdings Limited. Additionally, four other directors of Bright Smart Securities together own 0.13%, while the remaining 49.32% of shares are held by public shareholders. Upon completion of the transaction, Yip Mau-lam will no longer hold any shares in Bright Smart Securities. Only Yip Mau-lam is selling his shares in this transaction, while the positions of the other directors on selling their stakes remain unclear.
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- Ant Group’s attempt to acquire 50.55% of Hong Kong-listed Bright Smart Securities for HK$2.814 billion (US$360 million) has stalled, pending approvals from Chinese regulators including the NDRC and multiple financial authorities.
- Regulatory scrutiny focuses on compliance and illegal cross-border brokerage issues; prior attempts by Ant and other internet firms to secure brokerage licenses have also failed.
- Ongoing uncertainty over Ant’s acquisition and regulatory stance has led to volatile Bright Smart stock prices and limited strategic clarity for both companies.
After Ant Group’s planned acquisition of Bright Smart Securities (01428.HK) was announced over three months ago, the share price of Bright Smart surged from HKD 3.05 to a peak of HKD 17.68. However, the deal is now stalled amid regulatory uncertainty, casting doubt on its completion. On April 25, 2025, Bright Smart announced that Wealthiness and Prosperity Holding Limited, an Ant Group subsidiary, initiated a bid to acquire 50.55% of its shares held by Chairman Yip Mau Lung at HKD 3.28 per share, with a total cost of HKD 2.814 billion and a 10% deposit already paid. Upon completion, Yip would no longer hold shares, but other directors’ intentions remain unclear. The acquiring entity is fully owned by Ant Group through its subsidiary Shanghai Yunjin. Although Ant Fortune is not directly linked by ownership, sources say the deal is intended for Ant Fortune, a digital finance arm under Ant Group [para. 1].
Concurrently, Ant was seeking to list its international operations in Hong Kong, responding to pressure from overseas investors for exit pathways. Market speculation around these developments drove Bright Smart’s shares to hit record highs, rising nearly 97% in a single session post-resumption of trading on April 28, 2025, and peaking at HKD 17.68 on July 21, 2025 [para. 1].
Despite this, there has been no meaningful progress in nearly four months. Multiple independent sources indicate that mainland regulators have not approved the deal, echoing Ant Group’s repeated, unsuccessful attempts over the years to acquire a brokerage license. Previous efforts, such as taking a stake in Debon Securities in 2015 and bidding for Credit Suisse’s China JV in 2024, also ended inconclusively. Other tech giants like JD.com and Tencent have similarly failed or been limited in acquiring brokerages [para. 1].
For the transaction to proceed, approvals from the Hong Kong Securities and Futures Commission (SFC) and China’s National Development and Reform Commission (NDRC) are required. Since the deal exceeds USD 300 million, NDRC, along with central financial regulators, must review its impact on national interests and security, as well as its authenticity. As yet, no formal clearance has been issued. Multiple departments, including the Central Financial Office, People’s Bank of China, and National Financial Regulatory Administration (NFRA), are involved, reflecting the heightened scrutiny since the government intensified platform regulation from late 2020. This follows the halted 2020 Ant IPO, subsequent regulatory interviews with 14 fintech platform companies, and major restructuring and fines—Ant was fined RMB 7.123 billion in July 2023 [para. 3][para. 4].
A significant unresolved issue for Ant is the financial holding company license, crucial since the central bank’s regulatory responsibilities for financial holding firms were transferred to the NFRA, and Ant has shown little enthusiasm for the application despite investor pressure [para. 4].
A major regulatory concern is preventing illegal securities business (“da fei”), specifically whether Bright Smart has been operating in the mainland without a license. The CSRC has acted to curb cross-border business by online brokers like Futu and Tiger Securities, declaring them as operating illegally in mainland China. Policy changes since late 2022 have forced even local Hong Kong brokers like Bright Smart to halt new mainland client business, and only allow existing mainland clients to continue trading under strict supervision [para. 5][para. 6].
Bright Smart, established in 1995 and listed since 2010, currently holds several Hong Kong SFC licenses and has 587,000 clients as of Q1 2025, a modest share compared to competitors. Acquisition by Ant would provide a shortcut to multi-license operations and expand business opportunities, though integrating mainland operations remains problematic under current regulations. Technical issues with access to Bright Smart by mainland clients have already surfaced, indicating regulatory actions amid ongoing scrutiny [para. 7].
- Bright Smart Securities
- Bright Smart Securities, founded in 1995, is a Hong Kong-listed company. It offers various regulated activities, including securities and futures trading, and asset management. As of late 2024, it had 587,000 clients. An attempted acquisition by Ant Group faced regulatory hurdles in mainland China.
- Ant Group
- Ant Group is facing regulatory hurdles in its bid to acquire Hong Kong-listed brokerage firm Ideal Asset Management. The acquisition, intended to bolster Ant Wealth, needs approval from multiple Chinese regulatory bodies, including the National Development and Reform Commission and the China Securities Regulatory Commission. This highlights the ongoing strict oversight of platform enterprises in China's financial sector.
- New Changming Holdings Limited
- New Changming Holdings Limited is the wholly-owned company through which Ye Maolin, the chairman of Bright Smart Securities, holds a 50.55% stake in Bright Smart Securities. Ye Maolin intends to sell his 50.55% stake in Bright Smart Securities to Wealthiness and Prosperity Holding Limited, a subsidiary of Ant Group. After the transaction, New Changming will no longer hold shares in Bright Smart Securities.
- Shanghai Yunjin Information Technology Co., Ltd.
- Shanghai Yunjin Information Technology Co., Ltd. is a wholly-owned subsidiary of Ant Technology Group Co., Ltd. (Ant Group). It fully owns several companies, including Ant Fortune (Shanghai) Financial Information Service Co., Ltd. Shanghai Yunjin was the sole owner of Wealthiness and Prosperity Holding Limited, the entity that proposed to acquire 50.55% of the shares in Hong Kong-listed brokerage, Yun Tsoi Securities, for HK$2.814 billion.
- Ant Fortune (Shanghai) Financial Information Service Co., Ltd.
- Ant Fortune (Shanghai) Financial Information Service Co., Ltd. is fully owned by Shanghai Yunjin Information Technology Co., Ltd. and is a subsidiary of Ant Group's digital finance sector. While not directly equity-linked to Wealthiness and Prosperity Holding Limited (Ant's acquiring entity for brokerage firm Bright Smart), sources close to Ant Group indicate the acquisition is intended for Ant Fortune.
- Debon Securities
- Debon Securities was considered by Ant Group for a potential investment in November 2015, with discussions about a capital-level collaboration. However, the article indicates that this prospective acquisition, among other attempts by Ant Group to acquire brokerage licenses, did not materialize.
- Futu Holdings
- Futu Holdings (富途控股) is a US-listed online brokerage platform. It, along with Tiger Brokers, has been subject to increased scrutiny by Chinese regulators for operating跨-border brokerage businesses without proper licenses. The China Securities Regulatory Commission (CSRC) has been working to rectify these "illegal" cross-border operations, emphasizing that such platforms are not permitted to solicit new domestic investors.
- Tiger Brokers
- The article mentions that Tiger Brokers, alongside Futu Holdings, was subject to regulatory scrutiny by the China Securities Regulatory Commission (CSRC). They were accused of operating illegally in China by offering cross-border securities services to domestic investors without proper authorization. The CSRC aimed to curb new illicit activities while gradually addressing existing ones, including prohibiting new accounts for mainland investors with unregistered overseas institutions.
- Tencent
- Tencent, a Chinese internet platform, strategically invested in CICC by subscribing to a portion of its H-shares. This move granted them a minority stake of less than 5% of CICC's total share capital. Despite other platforms facing regulatory scrutiny on acquiring brokerage licenses, Tencent's investment in CICC, a prominent financial institution, highlights a different approach to expanding its financial services footprint.
- JD Finance
- JD Finance is one of 14 platforms that underwent financial business-specific rectification. This was due to extensive issues in their financial operations. Despite this, rumors have circulated about JD's interest in acquiring a brokerage license, though these have been denied.
- ByteDance
- ByteDance is one of the 14 platform companies whose financial businesses are undergoing rectification by Chinese financial regulators. The article mentions ByteDance alongside other major tech companies like Tencent and Meituan, indicating its involvement in financial services and the ongoing regulatory scrutiny in China's platform economy.
- Meituan Finance
- Meituan Finance is one of 14 platform companies that underwent financial business-specific rectification. This rectification, beginning in April 2021, aimed to address prominent issues in platform enterprises' financial operations.
- Didi Finance
- Didi Finance is one of 14 Chinese internet platforms subject to financial business rectification. These companies were under scrutiny for issues such as unlicensed operations and regulatory arbitrage. Following rectification, the focus shifted to normalized supervision.
- Lufax
- Lufax is listed as one of the 14 platform companies that underwent financial business-specific rectification. Lufax was among the firms that received rectification requirements aiming to address prominent issues in platform enterprises' financial operations.
- Xiaomi
- Xiaomi is one of 14 platform companies whose financial businesses were subject to a special rectification campaign by Chinese financial regulators. As of January 2023, most of the issues found during the rectification have been resolved. Xiaomi's financial affiliate is Tianxing Digital.
- Tianxing Digital Technology
- Tianxing Digital Technology, or 天星数科, is identified as one of the 14 platform companies involved in financial business that underwent a special rectification process. Owned by Xiaomi, it was subject to regulatory scrutiny alongside major players like Ant Group and Tencent, indicating its significant presence in China's digital finance sector.
- 360 DigiTech
- 360 DigiTech (360数科) is one of the 14 platform companies whose financial businesses underwent specialized rectification by Chinese financial authorities. In January 2023, authorities announced that the rectification of these companies' financial businesses was largely complete.
- Sina Finance
- Sina Finance is listed as one of 14 platform companies whose financial businesses underwent specialized rectification by Chinese financial authorities. These rectifications aimed to address prominent issues within the online platform financial sector, with a focus on normalizing regulation.
- Suning Finance
- Suning Finance is one of 14 platform companies that underwent a special rectification process of their financial businesses, initiated by Chinese financial regulators. This rectification was a response to prominent issues identified in the financial operations of these online platform enterprises.
- Gome Finance
- Gome Finance is one of the 14 platform companies whose financial businesses underwent special rectification by Chinese financial authorities. This initiative, which began in 2021, aimed to address prominent issues in the financial operations of these online platform enterprises.
- Ctrip Finance
- Ctrip Finance (携程金融) is listed as one of the 14 platform companies whose financial businesses underwent specialized rectification by Chinese financial authorities. These companies faced issues with their financial operations and were subject to regulatory measures.
- CICC
- The article mentions that CICC is a company in which Tencent strategically invested. Tencent acquired a portion of CICC's H-shares, amounting to less than 5% of its total share capital. The article does not provide additional details about CICC.
- Credit Suisse
- Not mentioned in the article.
- First Capital Securities
- The article mentions First Capital Securities as an internet platform that has been rumored as an acquisition target for internet companies seeking a brokerage license. However, the article also states that these rumors have been denied. First Capital Securities is not directly involved in the main discussion about Ant Group's attempted acquisition of Joyful Securities.
- Sinolink Securities
- Sinolink Securities was rumored as a potential acquisition target by JD.com, a Chinese internet platform, aiming to acquire a brokerage license. However, Sinolink Securities denied these rumors.
- November 2015：
- Ant Group announced it was considering investing in Debon Securities and had reached a capital cooperation agreement.
- September 2020：
- Ant Group received a consumer finance company license.
- November 2, 2020：
- Ant Group was ordered to suspend its IPO.
- December 26, 2020, and April 12, 2021：
- People’s Bank of China and other regulators held two joint supervisory meetings with Ant Group.
- April 12, 2021：
- Third rectification requirement: Ant Group was ordered to restructure as a financial holding company.
- April 29, 2021：
- Regulators summoned 13 other internet platform companies to begin comprehensive financial reform covering 14 platforms.
- December 30, 2022：
- CSRC advanced action against illegal cross-border operations by Futu Holdings and Tiger Brokers.
- January 7, 2023：
- Ant Group announced a change in the voting rights of its major shareholders, with Jack Ma no longer the controlling shareholder.
- January 13, 2023：
- CSRC formally released the 'Measures for the Administration of Securities Brokerage Business.'
- October 2023：
- Announcement: Regulatory oversight of financial holding companies was transferred from the central bank (People’s Bank of China) to the National Administration of Financial Regulation.
- July 7, 2023：
- Regulators announced a fine of 7.123 billion yuan for Ant Group and its subsidiaries, stating most major issues in the platform companies' financial businesses had been addressed.
- February 2024：
- Ant Group made a bid to acquire Credit Suisse's China joint venture.
- As of November 2024：
- Ant Group approved for a personal credit reporting license.
- November 20, 2024：
- Caixin Now reported Ant had been approved for a Personal Credit Reporting License and renewed IPO speculation.
- Before April 25, 2025：
- Ant Group announced intent to acquire Emperor Securities (01428.HK), causing Emperor Securities’ share price to surge from HK$3.05 to a peak of HK$17.68.
- April 25, 2025：
- Bright Smart Securities announced that Ant Group’s subsidiary Wealthiness and Prosperity Holding Limited made a takeover offer at HK$3.28 per share for a 50.55% stake held by Chairman Yip Mau Lam (transaction value: HK$2.814 billion), and Ant Group has already paid a 10% deposit.
- April 25, 2025：
- Bright Smart Securities published a notice stating the transaction requires written approval from both the Hong Kong Securities and Futures Commission and China’s National Development and Reform Commission (NDRC).
- April 28, 2025：
- Bright Smart Securities resumed trading, opening 60.66% higher at HK$4.9, peaking intraday at HK$6.0 (up 96.72%).
- May 12, 2025：
- It was reported that Ant Group had passed the Hong Kong IPO waiting period and that Ant International (its Singapore subsidiary) might list first overseas.
- July 21, 2025：
- Bright Smart Securities' share price hit an all-time high of HK$17.68.
- By After July 21, 2025：
- Nearly four months after the initial acquisition announcement, there had been no substantial progress, and Ant Group’s acquisition of Bright Smart Securities still had not received regulatory approval.
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