Real Hero Ventures Limited made a mandatory offer to acquire remaining 51.02% stake in 1957 & Co. (Hospitality) Limited (SEHK : 8495) for approximately HKD 100 million on June 1, 2022. Consideration will be paid in the form of HKD 0.5341 cash per share for 195,916,000 shares of 1957. In a related transaction, Real Hero Ventures Limited entered into an agreement to acquire 48.98% in 1957 & Co. (Hospitality) Limited from Sino Explorer Limited, All Victory Global Limited and P.S Hospitality Limited for HKD 100 million on June 1, 2022. The consideration will be financed by internal resources and the loan facility. The Real Hero has entered into the loan facility agreement. The transaction is subject to offeror having conducted legal, financial and business due diligence and the Group maintaining a cash balance of no less than HKD 50,000,000. All requisite waivers, consents and approvals from any relevant governments or regulatory authorities or other relevant third parties have been obtained. The offer is subject to completion of acquisition of 48.98% stake in 1957 by Real Hero. The offer is conditional upon valid acceptances of the offer shares being received, together with shares to be acquired before or during the offer period, will result in the offeror holding more than 50% of the voting rights of 1957. An independent board committee comprising all the independent non-executive directors, namely, How Sze Ming, Ng Wai Hung and Chan Kam Kwan Jason, has been established to advise and give a recommendation in respect of the offer. As on July 19, 2022, the transaction has received valid acceptances and is now unconditional. The transaction is expected to complete on August 17, 2022.VBG Capital Limited acted as financial advisor and Silverbricks Securities Company acted as agent to Real Hero Ventures. Opus Capital Limited acted as financial advisor to 1957 & Co. Maxa Capital Limited acted as financial advisor to independent board committee.

Real Hero Ventures Limited completed the acquisition of an additional 22.47% stake in 1957 & Co. (Hospitality) Limited (SEHK : 8495) for HKD 46.07 million on August 17, 2022.