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Advised Jiangsu SOHO Holdings Group Co., Ltd. on Takeovers code waiver application

Represented Jiangsu SOHO Holdings Group Co., Ltd. (“SOHO Holdings”), the controlling shareholder of Holly Futures Co., Ltd. (Hong Kong stock code: 3678.HK & Shenzhen Stock Code: 001236.SZ) (“Holly Futures”), in its successful waiver application under Note 6(a) to Rule 26.1 of the Code on Takeovers and Mergers (the “Takeovers Code”) in relation to the transfer of Jiangsu Su Hui Asset Management Company Limited* (江蘇蘇匯資產管理有限公司), a direct wholly-owned subsidiary of Jiangsu Provincial Government State-owned Assets Supervision and Administration Commission (江蘇省政府國有資產監督管理委員會), to SOHO Holdings at nil consideration (the “Transfer”). SOHO Holdings holds 42.83% and 49.17% of Holly Futures before and after the Transfer, respectively. Immediately prior to and after completion of the Transfer, SOHO Holdings remains the controlling shareholder of the Company. SOHO Holdings has applied for, and the Securities and Futures Commission of Hong Kong has granted, a waiver from the obligation to make a mandatory general offer as a result of the Transfer. The Transfer was completed on 3 August 2023.

SOHO Holdings is an investment holding company principally engaged in (i) financial and industrialinvestment, authorized operation and management of state-owned assets; (ii) international trading; (iii) housing rental; and (iv) production, R&D and sales of mulberry silk, textiles and garments.

Holly Futures is a company listed on the Mainboard of Shenzhen Stock Exchange (Shenzhen Stock Code: 001236.SZ) and the Main Board of the Stock Exchange (Hong Kong stock code: 3678.HK) and is principally engaged in futures brokerage business, asset management business, commodity trading and risk management business as well as financial assets investment (including securities, funds, bank entrustment, wealth management products issued by banks and asset management plans).

The deal was led by lead partners Ernest Chung, Stephen Kei and Crystal Wong of DeHeng Hong Kong, and supported by associate Chloe Yuen and trainee solicitor Calvin Cheung.

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