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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.

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On 8 November 2021, UJU HOLDING LIMITED (“UJU”) successfully listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock code: 1948).


In this project, Chungs Lawyers (in association with DeHeng Law Offices) acts as the Hong Kong legal counsel to the issuer, UJU, and fully participates in and promotes the project.


Immediately upon completion of the global offering, the market capitalisation of UJU exceeds HK$4 billion. Besides, UJU obtained investment from Bytedance (HK) Limited and Green Better Limited, as cornerstone investors. The two companies are ultimately owned by ByteDance Ltd. and Xiaomi Corporation respectively.


UJU mainly generates its revenue by providing one-stop cross-media online marketing solutions, in particular online short video marketing solutions, through its media partners for its advertiser customers to market their products and services. UJU is one of the largest online marketing service providers in China in 2020.


Chungs Lawyers (in association with DeHeng Law Offices) worked closely and actively with other professional parties to provide professional, comprehensive and efficient legal services for this project.


Recently, Chungs Lawyers (in association with DeHeng Law Offices) advised China Overseas Nuoxin International Holdings Limited (中國海外諾信國際控股有限公司) (“China Overseas Nuoxin”, together with its subsidiaries, the “Group”) on the disposal of the entire issued share capital in Sky Ocean Group Limited (together with its subsidiaries, the “Disposed Group”) to a connected person at the subsidiary level (the “Purchaser”), at a consideration of HKD 72.4 million (“Disposal”). The transaction also involves the entering into of the (a) lease agreement, pursuant to which the Disposed Group agreed to lease production facilities and ancillary facilities to the Group upon completion of the Disposal (“Lease Agreement”); and (b) purchasing agreement, pursuant to which the Disposed Group agreed to supply electrical haircare products to the Group upon completion of the Disposal (“Purchasing Agreement”).

Pursuant to Chapter 14 of the Listing Rules, the Disposal constitutes a major transaction for China Overseas Nuoxin. Pursuant to Chapter 14A of the Listing Rules, the Disposal constituted a connected transaction, the transaction contemplated under the Lease Agreement and Purchasing Agreement constituted connected transaction and continuing connected transaction, respectively.

The Group was founded in 1984 and has been listed on the Hong Kong Stock Exchange since 2005. It is principally engaged in the business of design, manufacture and sales of electrical haircare products. Its headquarters is in Hong Kong and it operates a manufacturing base in Dongguan, the PRC.

Advised China Fordoo Holdings Limited (stock code: 2399) (“China Fordoo”) on subscription for new shares of China Fordoo by an investor at a total consideration of approximately HK$22.8 million. The 37,087,000 shares of China Fordoo subscribed represent approximately 1.89% of the issued share capital of China Fordoo as enlarged by the subscription. China Fordoo intends to use the net proceeds from the subscription for (i) future business development; and (ii) general working capital.


China Fordoo and its subsidiaries are one of the leading menswear enterprises in the PRC focusing on the design, sourcing, manufacturing and sales of its branded menswear products.


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