7 May 2018

Stevenson, Wong & Co. advises Hopefluent Group Holdings Limited (Stock Code: 733) in its Cooperation Restructuring involving Major Transactions and Issue of New Shares

Stevenson, Wong & Co advised Hong Kong listed Hopefluent Group Holdings Limited (Stock Code: 733) (the “Company”) in its restructuring with Shanghai listed Poly Real Estate Group Co., Ltd (保利房地產(集團)股份有限公司) (“Poly Real Estate”) in relation to their real estate agency business cooperation (the “Cooperation Restructuring”).

The Cooperation Restructuring involves an acquisition by Hopefluent (China) Real Estate Consultancy Co., Ltd (合富輝煌(中國)房地產顧問有限公司) (“Hopefluent China”), an indirect wholly-owned subsidiary of the Company prior to the Cooperation Restructuring of Poly Real Estate Investment Consultancy Co., Ltd (保利地產投資顧問有限公司). (“Poly Consultancy”), a direct wholly-owned subsidiary of Poly Real Estate, together with its 4 companies, in consideration for the issue by Hopefluent China of 43.9% of its entire equity interests to Poly Real Estate, which constitutes major transactions under the Rules Governing the Listing of Securities on the Stock Exchange.

The Cooperation Restructuring involved more than 100 companies with an aggregate transaction value of approximately HK$3.83 billion.

Pursuant to the arrangement under the Cooperation Restructuring, the Company agreed to allot and issue, and Poly Real Estate agreed to subscribe for, 36,000,000 new shares at an issue price of HK$4.20 per new share under the specific mandate proposed to be granted to the directors of the Company.

It is expected that the Cooperation Restructuring would allow the two groups of companies to cooperate with each other to further develop and expand their primary and secondary real estate agency service business in China. The allotment and issue of the new shares of the Company to Poly Real Estate (or its nominee) will also enhance their cooperation and tie Poly Real Estate’s interest to the performance of the Company and its subsidiaries, in particular, Hopefluent China, after completion of the Cooperation Restructuring which serves as an incentive to Poly Real Estate to create value in the business of Hopefluent China.

Our firm has been advising the Company on various matters for a number of years. In relation to the Cooperation Restructuring, our legal team was led by our Partners Hank Lo and Cornelia Chu, supported by Associate Kent Chow, Trainee Solicitor Tommy Lau and Paralegal David Leung.

Representatives of the Company and Poly Real Estate attended the contract-signing ceremony for the Cooperation Restructuring on 7 May 2018

Please contact our Hank Lo for any enquiries or further information.

* translated names for identification purposes only