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Major SDM holder Wai Hong Sam reports indirect 10.5M-share stake in Form 3

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Smart Digital Group Ltd director and ten percent owner Wai Hong Sam has filed an initial Form 3 reporting indirect holdings of Ordinary Shares. The filing shows 10,000,000 Ordinary Shares held through CHINAINVEST INTERNATIONAL GROUP CO., LTD. and 500,000 Ordinary Shares held through Winwin Asia Group Co., Ltd, reflecting his beneficial ownership via these entities rather than recent trading activity.

Positive

  • None.

Negative

  • None.
Insider Wai Hong Sam
Role Director, 10% Owner
Type Security Shares Price Value
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 10,000,000 shares (Indirect, By CHINAINVEST INTERNATIONAL GROUP CO., LTD.)
Footnotes (1)
  1. Represents 10,000,000 Ordinary Shares held by SAM WAI HONG through CHINAINVEST INTERNATIONAL GROUP CO., LTD. SAM WAI HONG holds 100% of equity interests in CHINAINVEST INTERNATIONAL GROUP CO., LTD., a company organized under the laws of Macau. The registered address of CHINAINVEST INTERNATIONAL GROUP CO., LTD. is 2nd Floor, AY1, Phase 1 of Sun City Commercial Center, Avenida de Artur Tamagnini Barbosa, Macau. Represents 500,000 Ordinary Shares held by SAM WAI HONG through Winwin Asia Group Co., Ltd. SAM WAI HONG holds 100% of equity interests in and is the sole director of Winwin Asia Group Co., Ltd, a company incorporated under the laws of British Virgin Islands. The registered address of Winwin Asia Group Co., Ltd is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.
Indirect holdings via CHINAINVEST 10,000,000 Ordinary Shares Held through CHINAINVEST INTERNATIONAL GROUP CO., LTD.
Indirect holdings via Winwin Asia 500,000 Ordinary Shares Held through Winwin Asia Group Co., Ltd
Holding entries reported 2 holding entries Both classified as holdings with unknown transaction codes
Ordinary Shares financial
"Represents 10,000,000 Ordinary Shares held by SAM WAI HONG through CHINAINVEST"
Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.
ten percent owner financial
"reporting person is marked as a ten percent owner of the issuer"
indirect ownership financial
"direct_or_indirect set to I and nature_of_ownership describes entity holdings"
equity interests financial
"SAM WAI HONG holds 100% of equity interests in CHINAINVEST INTERNATIONAL GROUP CO., LTD."
Equity interests are an ownership stake in a company—usually represented by shares or membership units—that give the holder a claim on the business’s profits, assets and sometimes voting power. Think of it as owning one or more slices of a company’s pie: the bigger your slice, the larger your share of dividends, capital gains and influence, and the more you are affected by dilution or company losses. Investors use equity interests to measure value, control and potential returns.
Understanding Insider Trading Forms →
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Wai Hong Sam
(Last)(First)(Middle)
NO. 2615, XINGSHENG 1ST ROAD,
HENGQIN NEW DISTRICT
(Street)
ZHUHAI, GUANGDONG519000
(City)(State)(Zip)
CHINA
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
Smart Digital Group Ltd [ SDM ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares10,000,000IBy CHINAINVEST INTERNATIONAL GROUP CO., LTD.(1)
Ordinary Shares500,000IBy Winwin Asia Group Co., Ltd(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents 10,000,000 Ordinary Shares held by SAM WAI HONG through CHINAINVEST INTERNATIONAL GROUP CO., LTD. SAM WAI HONG holds 100% of equity interests in CHINAINVEST INTERNATIONAL GROUP CO., LTD., a company organized under the laws of Macau. The registered address of CHINAINVEST INTERNATIONAL GROUP CO., LTD. is 2nd Floor, AY1, Phase 1 of Sun City Commercial Center, Avenida de Artur Tamagnini Barbosa, Macau.
2. Represents 500,000 Ordinary Shares held by SAM WAI HONG through Winwin Asia Group Co., Ltd. SAM WAI HONG holds 100% of equity interests in and is the sole director of Winwin Asia Group Co., Ltd, a company incorporated under the laws of British Virgin Islands. The registered address of Winwin Asia Group Co., Ltd is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.
/s/ SAM WAI HONG03/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What does Wai Hong Sam’s Form 3 for Smart Digital Group (SDM) disclose?

The Form 3 discloses initial beneficial ownership of Ordinary Shares by director and ten percent owner Wai Hong Sam. It reports his indirect holdings through two entities, rather than any new purchase or sale of Smart Digital Group shares.

How many Smart Digital Group (SDM) shares are held through CHINAINVEST INTERNATIONAL GROUP CO., LTD.?

The filing reports 10,000,000 Ordinary Shares of Smart Digital Group held through CHINAINVEST INTERNATIONAL GROUP CO., LTD.. Wai Hong Sam owns 100% of the equity interests in this Macau-organized company, giving him indirect beneficial ownership of those shares.

How many Smart Digital Group (SDM) shares are held through Winwin Asia Group Co., Ltd?

The Form 3 shows 500,000 Ordinary Shares of Smart Digital Group held through Winwin Asia Group Co., Ltd. Wai Hong Sam owns 100% of the equity interests and is the sole director of this British Virgin Islands company, indicating indirect beneficial ownership.

Are there any buy or sell transactions in this Smart Digital Group (SDM) Form 3?

No buy or sell transactions are reported; the entry counts are holding records only. The transaction summary shows zero buys, zero sells, and two holding entries, meaning the filing simply states existing indirect ownership positions, not recent trading activity.

How is Wai Hong Sam’s ownership in Smart Digital Group (SDM) characterized in the Form 3?

His ownership is characterized as indirect beneficial ownership of Ordinary Shares held via CHINAINVEST INTERNATIONAL GROUP CO., LTD. and Winwin Asia Group Co., Ltd. He is listed as a director and ten percent owner, emphasizing a significant stake through controlled entities.