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.

SW advised Titan Financial Services Limited, the sole sponsor, and the other underwriters of WT Group Holdings Limited (Stock Code: 8422) (“WT Group”) in its successful listing on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

From left to right: Ms. Ellie Cheung, Ms. Veronica Cheung, Executive Director of WT Group Mr. Kam Kin Bun, Executive Director of WT Group Mr. Kung Cheung Fai Patrick, Executive Director and Chairman of WT Group Mr. Yip Shiu Ching and Mr. Rodney Teoh

The shares were listed on the Stock Exchange on 28 December 2017. The final offer price was HK$0.22 per offer share and the net proceeds amounted to approximately HK$32.4 million.

WT Group and its subsidiaries (the “Group”) principally provide specialised works and general building works as a main contractor in Hong Kong. The Group undertakes specialised works which include foundation and site formation works, demolition works and ground investigation field works. The Group also undertakes general building works including superstructure building works, slope maintenance works, hoarding works, A&A works and other miscellaneous construction works.

Mr. Rodney Teoh and Executive Director of Titan Financial Services Limited Mr. Arthur Kan

We acted for Titan Financial Services Limited as the sole sponsor, and Titan Financial Securities Limited and Sincere Securities Limited as joint lead managers, as well as other underwriters.

From left to right: Mr. Rodney Teoh, Ms. Ellie Cheung and Ms. Veronica Cheung

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

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

SW advised the sponsor and underwriters of IBO Technology Company Limited (02708) (“IBO Technology”) in the successful listing of IBO Technology on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

From left to right: Ms. Chelsa Wong, Mr. Hank Lo, Chairman of IBO Technology Company Limited Mr. Lai Tse Ming, Senior Partner of Tung & Co. Mr. Michael Tung, Partner of Deloitte Touche Tohmatsu Ms. Inez Lee and Partner of Jingtian & Gongcheng Mr. Zhang Bin

Mr. Hank Lo, Chairman of IBO Technology Company Limited Mr. Lai Tse Ming

The shares of IBO Technology were listed on the Stock Exchange on 28 December 2017. 100 million shares were offered, among which 90 million were offered for international offer and 10 million for subscription by the public. The final offer price was HK$1.5 per offer share and the net proceeds amounted to approximately HK$111.0 million.

IBO Technology is a National High and New Technology Enterprise (国家高新技术企业) that focuses on providing comprehensive IoT intelligent terminal product application and solutions services in the PRC. IoT refers to a network that enables intelligent identification, positioning, tracking, monitoring and management of targeted objects by way of exchange of information and communication between such targets and internet via intelligent terminal products.

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

SW acted as the legal advisers to Kin Pang Holdings Limited (01722) (“Kin Pang”) in the successful listing of Kin Pang on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

The shares of Kin Pang were listed on the Stock Exchange on 15 December 2017. 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$0.48 per offer share and the net proceeds amounted to approximately HK$71.5 million.

Kin Pang is an integrated construction contractor which provides building and ancillary services and emergency repair services, solely in Macau. Since 2006, Kin Pang has accumulated experience in providing a wide spectrum of construction services and its services are required in various building and construction projects in relation to hotel and casino resorts, infrastructures of electricity and water supply, and public amenities and utilities (such as carriageways, footpaths, drains and sewers).

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

SW acted as the offeror’s legal advisers in relation to its acquisition of a controlling shareholding in the Hong Kong-listed FDB Holdings Limited (Stock Code: 1826) (“FDB Holdings”). The controlling stake represents 70% of the entire issued share capital of FDB Holdings with a total consideration of HK$469 million.

This acquisition triggered the offeror’s mandatory general offer obligation under Rule 26 of the SFC Takeovers Code. The offer, via GF Securities (Hong Kong) Brokerage Limited, shall make a mandatory unconditional cash offer for all the outstanding shares of FDB Holdings held by other shareholders. The general offer is valued at approximately HK$201.1 million.

The offeror is ultimately owned by Mr. Gao Yunhong (“Mr Gao”). Mr. Gao is an experienced business entrepreneur and is the founder of Dafy Group, which comprises Shenzhen Dafy Finance Holdings Co. Ltd., a company principally engaged in provision of financial technology and related services based in Shenzhen, PRC and its subsidiaries. Mr. Gao also has experience in properties investment and development in the PRC.

FDB Holdings group principally engages in consulting and contracting service for alteration and addition works, maintenance, specialist works and new development, licensing, building services, and architectural design for buildings in Hong Kong. Mr. Ng Kin Siu, the original controlling shareholder of FDB Holdings, shall remain as a 5% shareholder of FDB Holdings.

GF Capital (Hong Kong) Limited is the financial adviser to the offeror. GF Securities (Hong Kong) Brokerage Limited made the general offer on behalf of the offeror. Mr. Sun Lin, senior partner at AllBright Law Offices is the PRC legal adviser to the client. VBG Capital Limited is the independent financial adviser to the independent board committee of the Company.

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.