YTL LLP advised Sinohope Technology Holdings Limited (1611.HK) (“Sinohope”), a company listed on the Main Board of The Hong Kong Stock Exchange Limited (“HKEx”), in securing clearance from HKEx for its HK$260 million acquisition of a Japan-based cryptocurrency trading business, BitTrade Inc. (“BitTrade”). The transaction constituted a very substantial acquisition and connected transaction (involving the issuance of consideration shares under specific mandate) for Sinohope.

BitTrade is a fully licensed and regulated cryptocurrency trading platform, actively participating in Japan’s well-established self-regulatory and industry associations for digital assets.  The acquisition will strengthens Sinohope’s position in Japan’s cryptocurrency market, reinforcing its capacity to offer over-the-counter virtual asset trading, blockchain multi-party computation wallet services and asset management solutions.

This transaction highlights the growing institutional interest in digital assets and represents a bold step in navigating Japan’s progressive yet stringent cryptocurrency regulatory landscape. As one of the earliest registered operators in Japan and a platform dealing with the second-highest number of crypto assets in the country, BitTrade operates under a robust compliance framework. By securing this acquisition, Sinohope gains immediate access to one of the world’s most sophisticated digital asset ecosystems, unlocking new opportunities in security token offerings (STOs) and blockchain-driven financial services.

Our team provided full-spectrum legal solutions to ensure seamless execution:

1. HKEx Compliance and Transaction Structuring:  Structuring the acquisition to meet the HKEx’s transaction thresholds, including issuance of consideration shares under specific mandate;
2. Risk Mitigation: Negotiated transaction terms and prepared agreements to safeguard SinoHope’s interests across jurisdictions;
3. Cross-border Regulatory Navigation:  Conduct legal due diligence to ensure compliance with Japanese regulatory requirements, including oversight by the Financial Services Agency of Japan; and
4. Efficient Regulatory Clearance: Streamlined regulatory filings to obtain clearance from the relevant authorities.

The matter was led by Alfred Leung (Partner), with key support from Gloria Sung (Of Counsel), Andy Kwan (Associate), Tammy Ha (Associate), Ken Leung (Trainee Solicitor).  Our experience in virtual assets space, including regulations, M&As and corporate finance enables us to guide our clients through the complexities of cryptocurrency-related transactions.  

For more details about the transaction, please refer to the circular. 

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