RECENT NEWS | DEHENG HONG KONG

1 April 2025

Advised Jiangsu Horizon Chain Supermarket Company Limited on its Global Offering

On 31 March 2025, Jiangsu Horizon Chain Supermarket Company Limited (江蘇宏信超市連鎖股份有限公司) (“Jiangsu Horizon Supermarket”) successfully listed on the Main Board of The Hong Kong Stock Exchange Limited (Stock code: 02625).

Jiangsu Horizon Supermarket is a wholesaler of grains and oil headquartered in Yangzhou City in Jiangsu Province of the PRC, with retail operations of supermarket and convenience stores focusing on the central region of Jiangsu Province under the brand “宏信龍” (Hongxinlong*). According to the Industry Report, the Company ranked second among supermarket operators in Yangzhou in terms of sales in 2023 with a market share of approximately 9.1%, the fifth among supermarket operators in the central region of Jiangsu Province in terms of sales in 2023 with a market share of approximately 2.3%, and around the twentieth among supermarket operators in Jiangsu province in terms of sales in 2023 with a market share of approximately 0.4%.

DeHeng Law Offices (Hong Kong) LLP, acting as legal advisors to the issuer as to Hong Kong law, formed a project team led by managing partner, Danny Hong and partner, Marco Chan to actively participate in and facilitate the project. The team worked closely with Jiangsu Horizon Supermarket and other professional parties to provide professional, comprehensive, efficient and high-quality legal services for this project.

*For identification purpose only

19 Feb 2025

Advised Mingfa Group (International) Company Limited on the disposal of a subsidiary

On 27 January 2025, DeHeng Law Offices (Hong Kong) LLP advised Mingfa Group (International) Company Limited (“Mingfa”, together with its subsidiaries “Mingfa Group”) on the disposal of the entire equity interest of Quanzhou Mingfa Hotel Co., Ltd.* (the “Target Company”) at a consideration of RMB100 million (the “Disposal”). The Target Company owns and manages the Quanzhou Ming Fa Hotel in Quanzhou, the PRC.

The Disposal constituted a discloseable transaction under Chapter 14 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing rules”) and therefore subject to the reporting and announcement requirements but exempt from the circular and shareholders’ approval requirements pursuant to Chapter 14 of the Listing Rules.

Mingfa is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 846). Mingfa Group is principally engaged in the development of large-scale complex properties in China, as well as the national brand reputation of hotel management, property management and property investment.

The deal is led by lead partners Ernest Chung and Stephen Kei, and supported by the team members including Edwin Wong and Avril Chan.

17 Jan 2025

Advised StarGlory Holdings Company Limited on a share subscription

Advised StarGlory Holdings Company Limited (stock code: 8213) (“StarGlory”) on subscription for new shares of StarGlory by two investors at a total consideration of approximately HK$12 million. The 34,285,713 shares of StarGlory subscribed represent approximately 6.18% of the issued share capital of StarGlory as enlarged by the subscription. StarGlory intends to use the net proceeds from the subscription for (i) operation of the existing food and beverage business; (ii) general working capital; and (iii) expansion of the Group’s renewable energy and new material business.StarGlory is a company listed on the GEM of The Stock Exchange of Hong Kong Limited (stock code: 8213) and is principally engaged in food and beverage business in Hong Kong.The deal was led by lead partners Ernest Chung and Stephen Kei, and supported by the team members including Edwin Wong, Christine Yuen and Avril Chan.

17 Jan 2025

Advised China Tianrui Group Cement Company Limited (stock code: 1252) on a top-up placing of existing shares and subscription for new shares

Advised China Tianrui Group Cement Company Limited (stock code: 1252) (“China Tianrui”) on a top-up placing of existing shares and subscription for new shares. The shares of China Tianrui placed by CNI Securities Group Limited (as the Placing Agent) represent approximately 4.70% of the issued share capital of China Tianrui as enlarged by the subscription. China Tianrui intends to use the net proceeds from the subscription for (i) the repayment of its existing borrowings; and (ii) general working capital of the Group. The top-up placing of existing shares and subscription for new shares was completed within 14 days after the signing of the placing and subscription agreement.

China Tianrui is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited. China Tianrui Group is principally engaged in manufacture and sale of cement, clinker and limestone aggregate. China Tianrui Group’s operations are substantially conducted through its subsidiaries in the PRC.

The deal was led by lead partners Ernest Chung and Stephen Kei, and supported by the team members including Edwin Wong, Christine Yuen and Avril Chan.

19 Nov 2024

Advised Huaibei GreenGold Industry Investment Co., Ltd.* (淮北綠金產業投資股份有限公司) on deemed disposal of equity interest in its subsidiary

DeHeng Hong Kong advised Huaibei GreenGold Industry Investment Co., Ltd.* (淮北綠金產業投資股份有限公司) (“Huaibei GreenGold”) on the capital injection and deemed disposal of equity interest in Huaibei Tongming Mining Co., Ltd.* (淮北通鳴礦業有限公司) (“Huaibei Tongming”), a subsidiary of Huaibei GreenGold, at a consideration of approximately RMB84 million (the “Capital Injection”). The principal business of Huaibei Tongming is mining and processing of aggregate products.

The Capital Injection constituted a major transaction under Chapter 14 and a connected transaction under Chapter 14A of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing Rules”). The Capital Injection was exempted from independent shareholders’ approval pursuant to Rule 14A.101 of the Listing Rules and was approved by way of a written shareholders’ approval in lieu of holding a general meeting pursuant to Rule 14.44 of the Listing Rules.

Huaibei GreenGold is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 2450). Huaibei GreenGold is a construction materials provider with state-owned background located in Huaibei City, Anhui Province and one of the four largest construction aggregate producers in Huaibei City and its surrounding cities (including Suzhou City and Bozhou City) in 2023.

The deal is led by lead partners Ernest Chung and Stephen Kei of DeHeng Hong Kong, and supported by the team members including Phoebe Lo and Daniel Ting. DeHeng Hong Kong maintained a close connection with Huaibei GreenGold and other professional parties in this deal and provided professional, comprehensive and efficient legal services for this deal.

DeHeng (Hong Kong) advised Palasino Holdings Limited on its listing on the Main Board of the Hong Kong Stock Exchange, as the first European gaming and leisure group listed in Hong Kong

Mar 28, 2024

Updated: Nov 20, 2024

On 26 March 2024, Palasino Holdings Limited (“Palasino”) successfully listed on the Main Board of the Hong Kong Stock Exchange (Stock code: 2536). Palasino is spun off from its controlling shareholder, Far East Consortium International Limited (the shares of which are listed on the Main Board of the Hong Kong Stock Exchange, stock code: 35) (the “FEC Group”), becoming the first European gaming and leisure group listed in Hong Kong. Immediately upon completion of the global offering, the market capitalisation of Palasino exceeds HK$2.0 billion.

Palasino is a gaming and leisure group comprising (i) one integrated land-based casino and resort and two full-service land-based casinos operating in the Czech Republic, offering primarily slot machines and table games, and (ii) three hotels in Germany and one hotel in Austria that offer accommodation, catering, conference, and leisure services. Palasino’s land-based gaming business and German and Austrian hotel business were acquired by the FEC Group through merge in 2018. Since then, Palasino has expanded its gaming offerings with the addition of new slot machines and the launch of poker game, and rebranded its casinos to “Palasino”.

Palasino submitted its listing application in September 2023, and became successfully listed within six months. In this project, DeHeng (Hong Kong) acted as the Hong Kong legal counsel to the sole sponsor, Guotai Junan Capital Limited, and underwriters (including Guotai Junan Securities (Hong Kong) Limited, CMB International Capital Limited and Zhongtai International Securities Limited), and fully participated in the project. DeHeng (Hong Kong) worked closely and actively with other professional parties to provide professional, comprehensive and efficient legal services for this project.

Advised Tibet Water Resources Ltd. on its placing of new shares under general mandate

Mar 28, 2024

DeHeng Hong Kong acted as the legal advisers of the placing agent, Gransing Securities Co., Limited (“Gransing Securities”), in relation to the placing of new shares under the general mandate by Tibet Water Resources Ltd. (Stock code: 1115) (“Tibet Water”).

On 21 February 2024, a total of 500,000,000 shares (the “Placing Shares”) have been successfully placed by Gransing Securities to not less than six independent placees. The Placing Shares represent (i) approximately 12.26% of the issued share capital of Tibet Water immediately before completion of the placing; and (ii) approximately 10.92% of the issued share capital of Tibet Water as enlarged by the allotment and issue of the Placing Shares immediately upon completion of the placing.

Tibet Water is principally engaged in the production and sale of water products and beer products in the PRC. The aggregate net proceeds raised from the placing, after deducting all related costs, fees, expenses and commission, were approximately HK$105.8 million.

The deal was led by lead partners Ernest Chung and Boaz Cheung of DeHeng Hong Kong, and supported by associate Chloe Yuen and trainee solicitor Syndi Ling. DeHeng Hong Kong worked closely with Gransing Securities, Tibet Water and other professional parties to provide professional, comprehensive and efficient legal services for this project.

Participating in mandatory conditional cash offer for the shares of Honworld Group Limited

Nov 14, 2023

DeHeng Hong Kong is participating in a project in relation to the mandatory conditional cash offer by CLSA Limited for and on behalf of Wuxing City Investment HK Company Limited (the “Offeror”) to acquire all the issued shares of Honworld Group Limited (stock code: 2226) (the “Company”) (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it).

On 28 September 2023, the Offeror enforced a share mortgage and effected the transfer of 229,424,000 shares of the Company (the “Mortgaged Shares”) from Key Shine Global Holdings Limited to the Offeror (the “Enforcement Action”). Immediately following the Enforcement Action, the Offeror became the beneficial owner of the Mortgaged Shares, representing approximately 39.64% of the entire issued share capital of the Company. CLSA Limited is making a mandatory conditional cash offer for all the issued shares of the Company (other than those shares already owned or agreed to be acquired by the Offeror and parties acting in concert with it) for and on behalf of the Offeror in compliance with the Hong Kong Code on Takeovers and Mergers at the offer price of HK$0.5034 per offer share of the Company.

The Offeror is a wholly owned subsidiary of Huzhou Wuxing City Investment Development Group Co., Ltd.* (湖州吳興城市投資發展集團有限公司) (“Wuxing City Investment”), which is in turn wholly owned by Huzhou City Wuxing District State-owned Capital Supervision and Management Service Centre* (湖州市吳興區國有資本監督管理服務中心). Wuxing City Investment (together with its subsidiaries) is one of the most prominent infrastructure construction and land development platforms in Wuxing District of Huzhou City, Zhejiang Province, China.