The conflict between real estate shareholders and receivers: The "internal strife" at Sino-Ocean Services has come to an end

On July 6, Rely Services announced a number of personnel appointments, effective from the date of the announcement.

In this announcement, Jia Hongbo was appointed as the chairman of the board and an authorized representative; Li Xiaohang was re-elected as an independent non-executive director; Zhao Xianbo was appointed as the chairman of the audit committee; and Wang Fen became a member of the audit committee.

It is worth noting that the above four individuals were all previously proposed for removal from their relevant positions by the receivers of Rely Services, and now they have simply "returned to their original posts". Moreover, due to the director removal incident, Rely Services briefly failed to comply with the relevant provisions of the Listing Rules.

With the entry into force of these appointments, the company has rectified the non-compliance issue and meets the relevant requirements of the Listing Rules.

Everything seems to have returned to the state more than three months ago, but there are still slight differences.

01

The Outbreak of the Conflict

This personnel turmoil at Rely Services originated from a debt default by a related party two years ago.

In January 2024, Serica Agency Limited (referred to as Serica) filed a winding-up petition against Rely Group with the High Court of Hong Kong, on the grounds that Risesun Limited, a wholly-owned subsidiary of Rely Group, failed to repay the principal and interest of a 9.875% senior note of USD 275 million due in 2022 on schedule.

Public information shows that Serica is a professional financial services institution headquartered in Hong Kong, China, which mainly provides corporate agency, trust and custody services for blue-chip institutional clients in the Asia-Pacific region. It was acquired by GLAS, a globally renowned loan management company, in January 2025.

After the winding-up petition was filed, Rely Group chose to "trade space for time", using the equity of its listed property service platform as a bargaining chip to secure an opportunity for the company's debt restructuring.

In August 2024, Rely Group pledged all its shares in Rely Services, approximately 302 million shares (accounting for about 72.77% of the total share capital), to Serica as part of the debt restructuring plan for Risesun Limited. However, due to the excessively high debt reduction ratio, the debt restructuring plan was collectively opposed by creditors, and Serica, as one of the major creditors, began to take compulsory measures.

In October 2025, Serica enforced the mortgage rights over the 72.77% equity of Rely Services, and appointed Wong Wing Sze and Eddie Toh as receivers and managers.

Both of them are managing directors of Alvarez & Marsal, and were previously appointed as joint liquidators in the bankruptcy case of China Evergrande.

Although the 2025 annual report of Rely Services still stated that the actual controller of the company is its founder Zeng Huansha, in reality, the Zeng family has gradually withdrawn from the company's operation and management.

In November 2024, Zeng Huansha's daughter Zeng Zixi announced her resignation from the positions of executive director, vice president and member of the remuneration committee of the board; in January 2026, Zeng Huansha's son Zeng Junkai resigned from the positions of non-executive director, chairman of the board, chairman of the nomination committee of the board, member of the audit committee and authorized representative.

At present, neither of them holds any position in Rely Services, and there are no members of the Zeng family in the company's senior management.

At this point, the Zeng family's say in Rely Services has dropped to the lowest level, and a personnel battle between the founding family and creditors has officially begun.

In March 2026, receivers Wong Wing Sze and Eddie Toh issued a written notice to Rely Services, proposing to convene an extraordinary general meeting to remove Jia Hongbo from his position as executive director, and remove Wang Fen, Li Xiaohang and Zhao Xianbo from their positions as independent non-executive directors;

Jia Hongbo is a veteran of the Rely system. He took over the vacancies left after Zeng Junkai's departure, and is the most important representative of Rely Group's say in Rely Services at present.

According to his resume, Jia Hongbo has nearly 20 years of experience in engineering management. From February 2008 to September 2013, he served as the director of the Structural Department of Jiangsu Huke Construction Engineering Quality Inspection Co., Ltd., and then joined Rely Group, successively holding positions such as business assistant to the chairman, project manager, director of strategic investment and director of operation.

From 2016 to 2024, Jia Hongbo became a senior member of the Listing Office of Rely Group, assisting in handling the IPOs and subsequent matters of Rely Properties and Rely Services, and was appointed as the joint company secretary of the two listed companies in May 2024.

Although in the proposal put forward by the receivers, only Jia Hongbo's position as executive director is to be removed, and his positions such as chairman of the board and authorized representative will be retained, this will still further weaken Rely Group's influence over Rely Services.

02

Rely's Counterattack

In addition to removing the four directors from the Rely system, the proposals put forward by the two receivers also include appointing Dai Shaohong as an executive director, and appointing Paul Brough, Donald Edward OSBORN and Xu Liwen as independent non-executive directors.

It is understood that among the four proposed new directors, three of them, except Donald Edward OSBORN, come from the same institution, Kroll. Information shows that Kroll is a globally leading independent risk and financial consulting solutions company, providing services in fields such as risk management, governance structure, financial restructuring, corporate finance, transaction consulting and valuation.

Among them, Dai Shaohong is a managing director based in Kroll's Hong Kong office and the co-head of China restructuring business, with more than 20 years of experience in corporate restructuring, bankruptcy and provisional management; Xu Liwen, also a managing director based in Kroll's Hong Kong office, together with Paul Brough, was previously appointed as the receiver of some shares of Fantasia.

Donald Edward OSBORN served as a partner of PwC's Global Restructuring and Special Situations business for more than 22 years, specializing in providing investment advice for investors, banking groups and bondholders on cross-border debt restructuring, non-performing loan acquisition and disposal. He is currently a member of the audit committee and the investment sub-committee of The Hang Lung Group.

From the perspective of their backgrounds, the four individuals are supposed to be "safety officers" that the creditors tried to place inside Rely Services, who can preserve the company's assets to the greatest extent, carry out risk control, and bring maximum capital returns to the creditors.

But soon, the Rely side launched a counterattack.

On May 11, Rely Services issued an announcement stating that in view of potential conflicts of interest, the two proposed independent non-executive directors appointed by the receivers might not meet the independence guidelines under Rule 3.13 of the Listing Rules; and pointed out that the resume information provided by the proposed directors was incomplete.

In response to the receivers' notice issued on April 30 that an extraordinary general meeting would be held on May 19, Rely Services responded that it was "not aware" of the matter, and that "the directors are currently seeking legal advice to explore appropriate courses of action regarding the alleged request".

On May 19, Rely Services issued another announcement stating that some shareholders had not received the documents for the extraordinary general meeting, which was a serious procedural defect that might invalidate the entire proceedings of the extraordinary general meeting, and that "the board of directors has significant doubts about the validity of the entire proceedings of the extraordinary general meeting".

At the same time, it was pointed out that according to Article 113 of the Articles of Association, no person is eligible to be elected as a director unless a written notice has been submitted to the company, and the company has not received the required notice for the appointment of the four proposed new directors. Therefore, the board of directors believes that before a final ruling is made by the courts of the Cayman Islands, even if the nomination and appointment of new directors is approved at the extraordinary general meeting, it will be invalid and have no legal effect.

The next day, Rely Services entered a trading suspension.

On the other hand, as the extraordinary general meeting could not be held as scheduled, the receivers decided to adjourn the meeting to May 28, on the grounds of rectifying the procedural defects related to the election of directors and ensuring compliance with the company's Articles of Association.

On May 28, the extraordinary general meeting was officially held, and all the proposals on removing and appointing directors were passed with 100% of the votes in favor.

In response, the Rely side stated that it was concerned about the validity of the entire proceedings of the general meeting and did not recognize the resolutions, and that the composition of the company's board of directors remained unchanged. "The directors are currently seeking legal advice on the extraordinary general meeting and its adjourned meeting, as well as their results, to determine the appropriate handling method."

Perhaps realizing that continuing the "infighting" would only lead to a lose-lose situation, the two sides finally reached an agreement one month later. The Rely side confirmed the validity of the extraordinary general meeting and the voting results, while the creditor side agreed to restructure the board of directors.

After discussions between the creditors and Rely Group, the two sides unanimously approved the restructuring of the board of directors on June 24. The four directors including Jia Hongbo were reinstated after being removed; Dai Shaohong was transferred from executive director to independent non-executive director; Paul Brough and Donald Edward OSBORN resigned after being newly appointed as directors.

Since then, this personnel conflict that lasted for more than three months has come to an end.

This article is from the WeChat official account "Viewpoint", authored by Property Talk Society, and published with authorization from 36Kr.