On 17 December 2018, Luzhou City Commercial Bank (泸州市商业银行) (“Luzhou Bank”) was today listed on the Main Board of the The Stock Exchange of Hong Kong Limited. Luzhou Bank is the largest commercial bank in Luzhou City, Sichuan Province.

Stevenson, Wong & Co. was the Hong Kong legal advisor to one of the top three cornerstone investors (i.e. Luzhou Liquor Golden Triangle Wine Industry Development Co., Ltd. (泸州白酒金三角酒业发展有限公司)) of the IPO.

Mr. Hank Lo, our head of corporate finance, together with Mr. Gordon Tsang, provided professional legal services for the IPO.

Please contact Mr. Hank Lo or Mr. Gordon Tsang for any enquiries or further information about the IPO.

Stevenson, Wong & Co. advised Pacific Legend Group Limited (“Pacific Legend”, Stock Code: 8547.hk) as its Hong Kong legal advisers on its initial public offering (“IPO”) on GEM of Hong Kong Stock Exchange.

The IPO comprised an issue of a total of 250 million shares priced at HK$0.30 per share, raising gross proceeds of approximately HK$75 million.

Pacific Legend principally operates three lines of business, namely, (i) sale of home furniture and accessories; (ii) rental of home furniture and accessories; and (iii) project and hospitality services, which typically involve styling, decorating and furnishing commercial or residential properties such as hotels, serviced apartments and show flats.

The SW team was led by corporate partners Hank Lo and Cornelia Chu and senior associate Terence Lau, supported by registered foreign lawyer Matthew Chan.

The Sole Sponsor was Success New Spring Capital Limited. The Joint Lead Managers and Joint Bookrunners were Aristo Securities Limited, Supreme China Securities Limited, Opus Capital Limited and Success Securities Limited.

Please contact Mr. Hank Lo or Ms. Cornelia Chu for any enquiries or further information about this transaction.

SW acted as the legal advisers to Amuse Group Holding Limited (08545) (“Amuse”) in the successful listing of Amuse on the GEM of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

The shares of Amuse were listed on the Stock Exchange on 31 May 2018. 250 million shares were offered, among which 175 million were offered for placing and 75 million for subscription by the public. The final offer price was HK$0.35 per offer share and the net proceeds amounted to approximately HK$58.8million.

Amuse is a Hong Kong based toy company which carries out design, marketing, distribution and retail sales of toys and related products. Its product portfolio include (i) a variety of premium and general class figures based on popular third party owned ACG characters; and (ii) other related products such as pens and hair ties. Its ACG figures, primarily targeted at adult consumers, can generally pose in various positions and gestures with movable joints and accessories.

Please contact our Mr. Hank Lo and Ms. Erica Cheng for any enquiries or further information about this transaction.

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

Stevenson, Wong & Co. advised Grand Brilliance Group Holdings Limited (“Grand Brilliance”, Stock Code: 8372) as its Hong Kong legal advisers on its initial public offering (“IPO”) on GEM of Hong Kong Stock Exchange.

The IPO comprised an issue of a total of 168 million shares priced at HK$0.335 per share, raising gross proceeds of approximately HK$56.3 million.

Grand Brilliance is an established medical device distributor with over 19 years of experience in the medical device market in Hong Kong. Grand Brilliance’s customers include private and public hospitals, private clinics, non-profit organisations and universities in Hong Kong.

The SW team was led by corporate partners Hank Lo and Cornelia Chu and senior associate Terence Lau, supported by registered foreign lawyer Matthew Chan and paralegal David Leung.

The Sole Sponsor is Guotai Junan Capital Limited. The Sole Global Coordinator is Guotai Junan Securities (Hong Kong) Limited.

From left to right: Matthew Chan (registered foreign lawyer); Terence Lau (senior associate); Ms. Wong Bik Kwan Bikie (the chairman and CEO of Grand Brilliance); Hank Lo (partner)

Following completion of the HK$469 million acquisition of 70% of the issued shares of FDB Holdings Limited (Stock Code: 1826) (the “Company”), the offeror successfully closed its unconditional mandatory cash general offer for outstanding shares of the Company as required under Rule 26 of the SFC Takeovers Code in Hong Kong.

The offer closed on 5 January 2018. Valid acceptances have been received in respect of 43,380,000 offer shares, representing approximately 3.5% of the entire issued share capital of the Company. Appropriate steps will be taken to restore the minimum public float required under Rule 8.08(1)(a) of the Listing Rules as early as practicable.

With effect from the closing date of the offer, Mr. Gao Yunhong (“Mr. Gao”) has been appointed as the chairman of the board and one of the executive directors of the Company. Ms. Zhu Wenhui and Mr. Qi Gang have also been appointed as executive directors of the Company.

The board of the Company further proposes to change the official registered English name of the Company from “FDB Holdings Limited” to “Dafy Holdings Limited” and its Chinese name from “豐展控股有限公司” to “達飛控股有限公司” to symbolise a new start and refresh the corporate image of the Company.

Mr. Gao is the sole shareholder of the Offeror. He is an experienced business entrepreneur and is the founder of Dafy Group, which comprises Shenzhen Dafy Finance Holdings Co. Limited, a company principally engaged in provision of financial technology and related services based in Shenzhen, the PRC, and its subsidiaries. Mr. Gao also has experience in properties investment and development in the PRC.

The Company and its subsidiaries principally engage in contracting service for alteration and addition works, maintenance, specialist works and new development, and consulting service for alteration and addition works, new development, licensing, building services, and architectural design for buildings in Hong Kong.

GF Capital (Hong Kong) Limited was the financial adviser to the offeror. GF Securities (Hong Kong) Brokerage Limited maked the general offer on behalf of the offeror. Mr. Sun Lin, senior partner of AllBright Law Offices, was the PRC legal advisers to the client. SW acted as the offeror’s Hong Kong legal advisers.

Our team was led by our partners Eric Lui and Rodney Teoh, supported by team members including Ellie Cheung (associate), Christopher Cheung (trainee solicitor) and Justin Chui (paralegal).

Please contact our Mr. Eric Lui or Mr. Rodney Teoh for any enquiries or further information.