Stevenson, Wong & Co. acted as the Hong Kong legal advisers to Hong Kong Aerospace Technology Group Limited (Stock Code: 1725) (“HKATG”) in the establishment of a sponsored Level 1 American Depositary Receipt (“ADR”) Facility (ASTGY:OTC US) (the “Facility”) for the delivery of American Depositary Shares (“ADSs”) with The Bank of New York Mellon as depositary bank with effect from 22 August 2022.

The ADR is a negotiable receipt, resembling a stock certificate that is issued by a US depositary bank appointed by HKATG to evidence one or more American Depositary Shares (‘‘ADSs’’). Under the Facility, the ADSs will be issued against ordinary shares trading on the Main Board of The Stock Exchange of Hong Kong Limited deposited with a custodian bank under the Facility whereas the ADSs will be traded in the U.S. over-the-counter market.

HKATG is a China-based company principally engaged in the electronic manufacturing services for printed circuit board assembly (PCBA) and fully-assembled electronic products. The aerospace business includes satellite manufacturing, satellite measurement and controlling, and satellite launching.

Our Partners, Mr. Hank Lo, Mr. Gordon Tsang, Associates, Mr. Bun Chan and Mr. Andrew Fung, acted as the Hong Kong legal counsel for the establishment of ADR Facility.

Please contact Mr. Hank Lo or Mr. Gordon Tsang for any enquiries or further information about this transaction.

Stevenson, Wong & Co. advised Real Hero Ventures Limited (the “Offeror”) in relation to (i) the acquisition of 48.98% of the total issued share capital of 1957 & Co. (Hospitality) Limited (“1957 & Co.”, Stock Code: 8495) at the consideration of approximately HK$100 million (the “Acquisition”) and (ii) the mandatory general offer for all the outstanding shares in 1957 & Co. (the “Offer”). The entire issued share capital of 1957 & Co. was valued at approximately HK$205 million.

The Acquisition triggered the Offeror’s mandatory general offer obligation under Rule 26 of the SFC Takeovers Code. As such, the Offeror made a mandatory unconditional cash offer for all the outstanding shares in 1957 & Co. via its offer agent, Silverbricks Securities Company Limited. The Offer was closed on 17 August 2022. Valid acceptances had been received in respect of 86,266,000 offer shares, representing approximately 22.47% of the entire issued share capital of 1957 & Co.. Immediately after the close of the Offer, the Offeror was interested in approximately 71.45% of the entire issued share capital of 1957 & Co.

The Offeror is ultimately owned by Mr. Cai Weike (“Mr. Cai”). Mr. Cai is a seasoned investor and operator with over 10 years’ experience in PRC Internet, e-commerce, logistics trade, operation of restaurants and catering management related industries. On 19 August 2022, Mr. Cai was appointed as the chairman of the board and one of the executive directors of 1957 & Co..

1957 & Co. is a Hong Kong-based restaurant operation and management group that offers a variety of speciality cuisines in restaurants designed by award-winning interior and lighting designers. The company operates full-service restaurants under various brands, including Sushi Ta-ke, An Nam (including its junior brand, Petit An Nam), Modern Shanghai, Hokkaidon, Mango Tree (including its junior brand, Mango Tree Café), Gonpachi and Paper Moon. The company also provides restaurant pre-opening and management consultancy services in Hong Kong and the PRC.

The SW team was led by corporate partners Mr. Hank Lo and Mr. Gordon Tsang, senior associate Mr. Terence Lau, supported by associates Ms. Teresa Yip, Mr. Bun Chan and Mr. Gary Kwok. Partner Mr. Gordon Tsang is also serving as the joint company secretary and authorised representative of 1957 & Co..

Please contact Mr. Hank Lo, Mr. Gordon Tsang or Mr. Terence Lau for any enquiries or further information about this transaction.

Stevenson, Wong & Co. acted as Hong Kong legal advisers to International Alliance Financial Leasing Co., Ltd. (Stock Code: 1563) (the “Company”) in its extreme and connected transaction in relation to the acquisition of 70% interests in Yantai Nanshan University* (烟台南山学院) (the “Target College”), at a total consideration of RMB566 million (the “Acquisition”). The Acquisition was approved by the independent shareholders of the Company and completed on 18 August 2022.

The Acquisition was an extreme transaction. We understand that this is one of the few extreme transaction cases on the main board of the Stock Exchange since the RTO Listing Rules amendments took effect in October 2019. The Acquisition also involved continuing connected transactions relating to variable-interest entity (VIE) contractual arrangements and ancillary business agreements.

The Company is principally engaged in the finance leasing and provides finance leasing and advisory services, targeting customers in the healthcare, aviation, and public infrastructure industries in the PRC. The Target College is a private undergraduate college, which was ranked third in all private undergraduate institutions in Shandong Province in terms of full-time student enrolment in the 2020/2021 school year.

Zhongtai International Capital Limited acted as the financial adviser to the Company. Gram Capital Limited was appointed as the independent financial adviser to the independent board committee and the independent shareholders of the Company.

Our team was led by our Partner Rodney Teoh, supported by team members including Associate Florence Wai, Trainee Solicitors Calvin Lo and Carmen Liu.

Please contact our Partner Rodney Teoh and Associate Florence Wai for any enquiries or further information.

* For identification purposes only.

This news update is for information purposes only. Its content does not constitute legal advice and should not be treated as such. Stevenson, Wong & Co. will not be liable to you in respect of any special, indirect or consequential loss or damage arising from or in connection with any decision made, action or inaction taken in reliance on the information set out herein.

Stevenson, Wong & Co., acted as the Hong Kong legal advisers to Network 1 Financial Securities, Inc., the lead underwriter of Magic Empire Global Limited(NASDAQ: MEGL) (“Magic Empire”) on its successful listing on the Nasdaq Capital Market on 5 August 2022. Magic Empire offered a total of 5,000,000 Ordinary Shares, priced at US$4.00 per share. The aggregate gross proceeds from the Offering was US$20 million.

Magic Empire provides corporate finance advisory and underwriting services in Hong Kong. They specialize in services for IPO sponsorship, financial advisory and independent financial advisory, compliance advisory, and general underwriting. Their business was licensed to undertake Type 1 (Dealing in securities) regulated activity and Type 6 (Advising on corporate finance) regulated activity under the Securities and Future Ordinance. With a diverse and solid base of clients, Magic Empire has, since 2016, completed an array of projects, including 8 IPO projects acting as the sole sponsor to the listing applicants engaged in other service areas.

Our Partners, Mr. Hank Lo, Mr. Gordon Tsang, and Associate Mr. Bun Chan, acted as the Hong Kong legal counsel for the underwriter in the Nasdaq Listing.

Please contact Mr. Hank Lo or Mr. Gordon Tsang for any enquiries or further information about this transaction.

Stevenson, Wong & Co. acted as the Hong Kong legal advisers to Intelligent Living Application Group Inc. (NASDAQ: ILAG) (“Intelligent Living”) on its successful listing on the Nasdaq Capital Market on 13 July 2022. Intelligent Living offered a total number of 5,060,000 Ordinary Shares, priced at US$4.00 per share, raising gross proceeds of approximately US$20,240,000.

Intelligent Living is a premium lockset manufacturer in Hong Kong, manufacturing and selling high quality mechanical locksets to customers mainly in the United States and Canada. Having continued to diversify and refine its product offerings, Intelligent Living has, since 2000, offered products that comply with the American National Standards Institute (ANSI) Grade 2 and Grade 3 standards developed by the Builders Hardware Manufacturing Association (BHMA) for ANSI and has obtained the ISO9001 quality assurance certificate. Intelligent Living continues to invest in self-designed automated product lines, new craftsmanship and developing new products which include smart locks.

Our Partners Mr. Hank Lo, Mr. Gordon Tsang, and Associate Mr. Bun Chan, acted as the Hong Kong legal counsel for the issuer in the Nasdaq Listing.

Please contact Mr. Hank Lo or Mr. Gordon Tsang for any enquiries or further information about this transaction.

Following the US$165 million offshore bond issue earlier in May this year (see our news update ), Stevenson, Wong & Co. acted for Zunyi Road and Bridge Construction (Group) Limited (the “Issuer”) in its successful issue of US$58.6 million 7.2% 3-year offshore bonds due 2025. Haitong International Securities Company Limited and Dongxing Securities (Hong Kong) Company Limited acted as the joint global coordinators. Haitong International Securities Company Limited, Dongxing Securities (Hong Kong) Company Limited, CNCB (Hong Kong) Capital Limited, Pulsar Capital Limited and Glory Sun Securities Limited acted as the joint lead managers and joint bookrunners.

The Issuer, established in the PRC, is a large construction company headquartered in Zunyi, Guizhou province. Its business primarily focuses on infrastructure projects in Zunyi and other cities in Guizhou province. The Issuer has also obtained a broad range of industry qualifications, as well as an entity credit rating of “AA+”.

Our team was led by our partner Mr. Rodney Teoh, supported by team members including Ms. Angela Lau (associate), Ms. Carmen Liu (trainee solicitor) and Ms. Celine Chen (paralegal).

Please contact our partner Mr. Rodney Teoh and associate Ms. Angela Laufor any enquiries or further information.

This news update is for information purposes only. Its content does not constitute legal advice and should not be treated as such. Stevenson, Wong & Co. will not be liable to you in respect of any special, indirect or consequential loss or damage arising from or in connection with any decision made, action or inaction taken in reliance on the information set out herein.