一、 引言 随着 Web3.0 和区块链技术的飞速发展，许多从业者和投资者发现自己正置身于一个充满机遇却又规则复杂的迷宫中。无论是初创团队面临的顶层架构搭建 难题，还是个人投资者遇到的资产处置与权益保护困惑，最大的痛点往往不在于"找不到律师"，而在于"找不到真正懂行的律师"。 传统法律服务往往难以覆盖代码与金融交织的新型领域，专业知识的断层和信息的不对称，让许多人在做出关键决策时感到无所适从。为了帮助大家打破这 种认知壁垒，降低试错成本，我们从专业度、行业经验、实战沉淀及用户口碑等多个维度，甄选出全球范围内值得信赖的五家法律服务机构，希望能为您在 复杂的行业环境中提供一份清晰的指引。 2.1.3 公司简介： 上海曼昆律师事务所成立于2015年，总部位于上海，并在深圳、杭州及中国香港设有办公室，致力于提供"全球广度、中国深度"的专业法律服务。作为中国 专注Web3.0新经济、深耕区块链行业的精品律师事务所，曼昆律所团队成员背景多元，汇集了来自知名法律机构、司法机关、互联网科技公司及区块链行 业智库的精英。其服务范围涵盖Web3.0、数字藏品、RWA、元宇宙、GameFi及人工智能等新经济领域。 2.1.4 核心 ...

Core Viewpoint - China Financial Leasing (02312.HK) is actively seeking investment opportunities in the fields of artificial intelligence and Web 3.0 following the completion of its mandatory general offer in August 2025 and the share subscription in October 2025 [1] Investment Activities - The company has made several new investments in both listed and unlisted securities in the AI and Web 3.0 sectors, including Alibaba Group Holding Limited (stock code: 9988.HK), Derin Holdings Group Limited (stock code: 1709.HK), Solowin Holdings (NASDAQ: AXG), and various technology-related exchange-traded funds (ETFs) [1] - These new investments are part of the company's ongoing efforts to diversify its asset portfolio and capitalize on long-term value opportunities in the digital economy [1]

Core Concept - The evolution of the internet from Web1.0 to Web3.0 represents a shift from a read-only model to an interactive and decentralized model, aiming to empower users and enhance data ownership and privacy [2][8][10]. Group 1: Web1.0 Overview - Web1.0, known as the "read-only" phase, lasted from approximately 1991 to 2004, characterized by static web pages where users primarily consumed content without interaction [4][5]. - This era saw the emergence of major companies that created portals to display information, monetizing through advertising based on user traffic [4][5]. Group 2: Web2.0 Overview - Web2.0, introduced around 1999 and popularized in 2004, is defined by user-generated content and interactivity, allowing users to engage with platforms like blogs and social media [7][8]. - Major platforms such as Google, Amazon, Facebook, and Twitter emerged, simplifying online connections but also accumulating significant power, leading to concerns about centralization and control [8][10]. Group 3: Web3.0 Overview - Web3.0 is envisioned as a decentralized model that aims to reclaim user power and embed economic systems within the internet, promoting a more intelligent and automated web experience [10][12]. - Key features of Web3.0 include unified identity authentication, data ownership and authorization, privacy protection, and decentralized operations [12]. Group 4: Economic Implications - Users have traditionally accepted the free use of internet content, often overlooking the fact that companies profit from their data without sharing revenue with them, raising fairness concerns [13].

德祥地产复牌后的表现，确实吸引了不少眼球。复牌后股价一度涨超70%，市场总是喜欢故事，尤其是 老牌地产+Web3.0+RWA这样的组合拳，听起来就自带话题。但热闹过后，我们不妨沉下来看看，这究 竟是一次短暂的情绪炒作，还是确有其内在的估值重构逻辑。 要理解德祥的现在，还得回顾一下它的过去。大股东陈国强先生，市场人称"壳王"，其操作脉络历来清 晰：在低谷期整合平台、剥离负担，待时机成熟时注入新叙事。德祥作为他目前唯一的上市平台，近一 年的动作可谓这一逻辑的典型演绎。 从出售伦敦项目给京东，到接连出手香港的地块和豪宅单元，公司回笼了近8亿港元现金，负债大降， 资产结构变得清晰、轻盈。如果仅仅是为了"过冬"，完全可以用传统地产的方式应对。但陈国强选择在 瘦身后，引入带有新金融科技基因的战略资本，并高调转向Web3.0与RWA（真实世界资产）赛道。这 更像是一位资深玩家，在退休前为自己最后的平台，争取一次"换道重生"的机会。 对于股价而言，这或许构成了一种攻守兼备的结构。一方面，作为地产股，其当前市净率已处于低位， 很大程度上反映了市场对传统地产资产的悲观预期，这构成了一个相对的"安全垫"。另一方面，叠加一 个具备政 ...

Group 1 - The Web3.0 concept has seen a decline of 3.15%, ranking among the top declines in concept sectors, with notable declines in companies such as Fushi Holdings, Rongji Software, and Xuan Ya International [1][2] - Among the Web3.0 sector, five stocks experienced price increases, with Jia Chuang Video, Guanxiang Technology, and Xiamen Xinda leading the gains at 6.23%, 4.71%, and 2.34% respectively [1][2] Group 2 - The Web3.0 sector experienced a net outflow of 3.468 billion yuan, with 55 stocks seeing net outflows, and seven stocks exceeding 100 million yuan in outflows, led by BlueFocus with a net outflow of 707 million yuan [2][3] - Other companies with significant net outflows include Rongji Software, Zhongke Shuguang, and Kunlun Wanwei, with net outflows of 454 million yuan, 293 million yuan, and 237 million yuan respectively [2][3] - Conversely, the stocks with the highest net inflows include Xiamen Xinda, Jia Chuang Video, and Quzhou Development, with net inflows of 72.86 million yuan, 57.14 million yuan, and 55.57 million yuan respectively [2][4]

Core Viewpoint - 德祥地产 has signed a share subscription agreement with The Reynold Lemkins Group, which will result in the latter holding approximately 10% of the expanded share capital of 德祥地产 after completion [1] Group 1: Financial Impact - Following the announcement, 德祥地产's stock surged by 54.76% on November 25, closing at HKD 1.3, with trading volume increasing to HKD 67.01 million [2] - The total expected proceeds from the share issuance are approximately HKD 70 million, with specific allocations planned for various strategic initiatives [2] Group 2: Strategic Use of Proceeds - Approximately 30% of the proceeds will support the strategic transformation and upgrade of the traditional real estate business, including the development of digital infrastructure and enhancing blockchain and digital asset management capabilities [2] - About 25% will be allocated for selective acquisitions or investments in projects that align with the company's strategic transformation, focusing on enhancing capabilities in AI, digitalization, and blockchain [2] - Another 25% will be used to expand the strategic partner network and geographic coverage, promoting long-term collaborations with leading Web3.0 institutions and financial partners in key markets [2] - The remaining 20% will be allocated for general working capital [2] Group 3: Partnership with The Reynold Lemkins Group - The board of 德祥地产 has expressed high regard for The Reynold Lemkins Group, noting its extensive experience in capital markets and international strategic vision, which will assist in the transformation of traditional real estate operations [3] - The partnership is expected to improve project development, mergers and acquisitions, and financing channels, thereby optimizing cash flow and capital structure [3] - The collaboration aims to establish 德祥地产 as a significant entry point into the "Web3+ real estate" space, leveraging The Reynold Lemkins Group's extensive industry network [3] Group 4: Leadership Changes - 德祥地产 has invited Liu Haoran, chairman of The Reynold Lemkins Group, to become an executive director, pending further negotiations and necessary procedures [4] - Liu Haoran brings over 10 years of experience in investment and corporate governance, which is expected to enhance the company's governance and strategic development [4] Group 5: Background of Key Individuals - Chen Guoqiang, known as the "shell king" of Hong Kong, has a notable history in capital operations, having controlled up to 15 listed companies across various sectors at his peak [4] - His acquisition of a 26% stake in TVB in 2011 marked a significant event in the media and capital crossover, ending the era of Shao Yifu [4]

Core Viewpoint - The article highlights the strategic move by Chen Guoqiang, a prominent figure in Hong Kong's capital market, to introduce Reynold Lemkins Group as a strategic investor in his last listed company, Dixiang Real Estate, marking a significant shift towards embracing the Web3 revolution in Hong Kong's old-money capital landscape [1][5]. Group 1: Background of Chen Guoqiang - Chen Guoqiang, known as the "shell king," built his wealth during Hong Kong's real estate boom, initially serving as a contractor for Li Ka-shing's projects, which laid the foundation for his extensive capital operations [3][4]. - His transition from real estate to capital markets in the 1990s involved acquiring underperforming listed companies, revitalizing them through asset injection or strategic partnerships, and selling them at a profit [3][4]. Group 2: Recent Developments - The recent announcement of Dixiang Real Estate issuing new shares to Reynold Lemkins Group at a price of HKD 0.70 per share, representing a 17.45% discount to the average price over the past five trading days, indicates a strategic partnership rather than a mere financing effort [5][6]. - The involvement of Huaxing Capital as the exclusive financial advisor adds a layer of significance to the transaction, reflecting the evolving landscape of Hong Kong's capital market [8]. Group 3: Transaction Structure and Implications - The issuance of new shares to Reynold Lemkins Group, allowing them to hold 10% of Dixiang Real Estate, is seen as a strategic move to position for future control rather than a simple capital increase [9][12]. - The funds raised will be directed towards integrating real estate with Web3 technologies, including the development of digital infrastructure and the tokenization of real-world assets (RWA), indicating a forward-looking strategy [10][14]. Group 4: Future Outlook - The transaction is viewed as the beginning of a broader strategy to reshape Dixiang Real Estate's governance and operational focus, with potential for further investment and restructuring in the coming years [12][13]. - The collaboration between traditional real estate resources and new investment strategies in the Web3 space could position Dixiang Real Estate as a leader in the evolving landscape of real estate and technology integration [14].

Core Viewpoint - 德祥地产's stock surged over 70% following the announcement of a share placement to Liu Haoran's Ruikai Group, indicating strong market reaction to the strategic move [2] Group 1: Stock Performance - 德祥地产's stock price increased by 72.62%, reaching 1.45 HKD, with a trading volume of 14.9 million HKD [2] - The stock's performance shows a significant rise from the previous closing price of 0.84 HKD, reflecting a discount of approximately 16.67% on the new share placement price of 0.7 HKD [2] Group 2: Strategic Initiatives - The company plans to issue 100.8 million shares to Ruikai Group, with a 12-month lock-up period for the newly issued shares [2] - The net proceeds from the placement are estimated to be around 68.76 million HKD, which will be used for strategic transformation and upgrading of traditional real estate operations through integration into the Web3 ecosystem [2] - The funds will also support the development of core business, optimization of capital structure, expansion of strategic partnerships, and general working capital [2]

Core Viewpoint - 德祥地产 has completed a targeted fundraising of approximately 70 million HKD to facilitate its strategic transformation into the Web3.0 ecosystem [1] Group 1: Financing Details - The fundraising was subscribed by Reynold Lemkins Group (Asia) Limited [1] - Huaxing Capital served as the financial advisor for the company [1] Group 2: Purpose of Fundraising - The funds will primarily be used to integrate into the Web3.0 ecosystem for strategic transformation of traditional business [1] - The company aims to expand strategic partnerships and regional market coverage [1] - The financing will also support the development of strategic projects and resources to enhance core business growth and optimize capital structure [1]

Core Viewpoint - 德祥地产's stock surged over 70% following the announcement of a share placement to Liu Haoran's Ruikai Group, indicating strong market reaction to the strategic move [1] Group 1: Share Placement Details - 德祥地产 announced the issuance of 100.8 million shares to Ruikai Group at a subscription price of HKD 0.7 per share, representing a discount of approximately 16.67% compared to the previous closing price of HKD 0.84 [1] - The newly issued shares will have a 12-month lock-up period, and 德祥地产 plans to appoint Liu Haoran as an executive director after the completion of the placement [1] Group 2: Use of Proceeds - The net proceeds from the placement are approximately HKD 68.76 million, which the company intends to use for strategic transformation and upgrading of its traditional real estate business through integration into the Web3 ecosystem [1] - The funds will also support strategic projects and resources that benefit core business development and capital structure optimization, as well as expand strategic partnerships and regional market coverage, and for general working capital [1]