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.

Stevenson, Wong & Co. acted for Zunyi Road and Bridge Construction (Group) Limited (the “Issuer”) in its successful issue of US$165 million 7.2% 3-year bonds due in 2025. Haitong International Securities Company Limited acted as the sole global coordinator. Haitong International Securities Company Limited, Glory Sun Securities Limited, SPDB International Capital Limited and CLSA 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), Mr. Calvin Lo (trainee solicitor), Ms. Carmen Liu (trainee solicitor) and Ms. Celine Chen (paralegal).

Please contact our partner Mr. Rodney Teoh and associate Ms. Angela Lau for 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.

Stevenson, Wong & Co. acted as the Hong Kong legal advisers to Zhong Yang Financial Group Limited (NASDAQ: TOP) (“Zhong Yang”) on its successful listing on the Nasdaq Capital Market on 1 June 2022.  Zhong Yang offered a total number of 5,000,000 Ordinary Shares, priced at US$5.00 per share, raising gross proceeds of approximately US$25,000,000.

Zhong Yang is an online brokerage firm in Hong Kong specializing in the trading of local and overseas equities, futures, and options products. Its clients are mainly high volume and frequency trading institutional and individual investors in Asia. Through its trading platform, investors can trade on more than 100 futures products on multiple exchanges around the world.

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.