HKE Holdings Limited (HKE Holdings) has entered into two inter-conditional sale and purchase agreements (SPAs) to dispose of its entire interests in True Victor Ventures Limited and Wonder Time Enterprises Limited, together with their respective shareholder loans, for a combined HK$250.76 million.
Under the first SPA, Finfra Holdings Limited will acquire one share in True Victor and assume the HK$145.41 million shareholder loan for a base consideration of HK$250.26 million, subject to a post-completion adjustment linked to the subsidiary’s net asset value versus a guaranteed HK$55.00 million benchmark. The second SPA contemplates the sale of one share in Wonder Time and assignment of the HK$189.49 million loan to Nexafin Investment Limited for HK$0.50 million. Both purchasers are connected parties: Nexafin is wholly owned by Chairman and Executive Director Mr. Lin Ho Man, while Finfra is 44.4 % held by Nexafin.
The True Victor Group operates a licensed virtual-asset trading platform (Type 1 and Type 7 SFC licences and an AMLO virtual-asset licence) and related custody services. The Wonder Time Group provides IT support to True Victor. For the financial year ended 30 June 2025, the True Victor Group generated HK$5.10 million in revenue and booked a HK$23.52 million net loss, while the Wonder Time Group recorded no revenue and a HK$34.44 million net loss. As at 30 June 2026, the groups held combined unaudited net liabilities of HK$279.21 million (True Victor: HK$90.15 million; Wonder Time: HK$189.06 million).
Upon completion, both groups will cease to be consolidated, and HKE Holdings expects to record an estimated HK$195.07 million gain on disposal. Net cash proceeds of approximately HK$246.00 million are earmarked for expanding the Group’s trading and asset-management segment and for general working capital.
The transactions are classified as major and connected under Chapters 14 and 14A of the Hong Kong Listing Rules, triggering reporting, announcement, and independent shareholders’ approval requirements. Completion is conditional on, among other things, approval at an extraordinary general meeting, Securities and Futures Commission clearance, and consummation of both SPAs on or before their respective 12-month long-stop dates.
Management cited escalating marketing costs, high operating expenditures, and intensifying competition in Hong Kong’s virtual-asset exchange landscape as key reasons for exiting the capital-intensive FinTech platform business and reallocating resources to more predictable revenue streams.