Advised Fullshare and China High Speed on the disposal of 43% equity interest in Nanjing High Speed

Recently, Chungs Lawyers (in association with DeHeng Law Offices) advised Fullshare Holdings Limited (stock code: 607) (“Fullshare”) and China High Speed Transmission Equipment Group Co., Ltd. (stock code: 658) (“China High Speed”) on the disposal of 43% of the equity interest in Nanjing High Speed Gear Manufacturing Co., Ltd. (南京高速齒輪製造有限公司) (“Nanjing High Speed”) through a subsidiary, Nanjing Gear Enterprise Management Co., Ltd. (南京高齒企業管理有限公司) (“Vendor”), to Shanghai Qiwo Enterprise Management Partnership (Limited Partnership) (上海其沃企業管理合夥企業(有限合夥)) (“Transferee”) at a consideration of RMB4.3 billion (“Disposal”). The transaction also involves the grant of a put option, which the Transferee has an option to require the Vendor to repurchase the equity interest acquired pursuant to the Disposal if Nanjing High Speed fails to achieve the guaranteed net profit (“Put Option”).

Pursuant to Chapter 14 of the Listing Rules, the Disposal constitutes a very substantial disposal for Fullshare and a major transaction for China High Speed and the grant of the Put Option constitutes a possible very substantial acquisition for Fullshare and a possible major transaction for China High Speed.

Nanjing High Speed was awarded Top Ten Outstanding Enterprise of the Award for the Top 50 of China Wind Power Industry in 2020 (2020中国风电产业50强十佳优秀企业). Fullshare is a conglomerate principally engaged in property development and investment, tourism, investment and financial services and provision of healthcare and education products and services. China High Speed is a leading supplier of wind gear transmission equipment (including 6MW and 7MW wind power gear box) and is principally engaged in the research, design, development, manufacture and distribution of various types of mechanical transmission equipment for a broad range of applications in wind power generation and industrial use. China High Speed is a non-wholly owned subsidiary of Fullshare and Nanjing High Speed is a non-wholly owned subsidiary of China High Speed.

Advised managers/trustee on issue of US$100m listed and guaranteed bonds by Goucheng International

On 15th June 2021, The US$100,000,000 3.48% guaranteed bonds due 2024 issued by Goucheng International Co., Ltd. (the “Issuer”), which is unconditionally and irrevocably guaranteed by Ninghai City Investment Group Ltd. (寧海縣城投集團有限公司) (collectively with its subsidiaries and the Issuer, the “Group”) and listed on the Hong Kong Stock Exchange (stock code: 40723) from 16th June 2021.

The Group is one of the primary state-owned assets management and infrastructure construction platforms of the Ninghai Municipal Government focusing on primary land development, resettlement housing and price-capped housing and water supply and water treatment in Ninghai and is indirectly controlled by Ninghai SAMC. Established in 2000 and designated to carry out the Ninghai Municipal Government’s blueprint for municipal development in Ninghai, the Group has established itself as a leading state-owned asset management company in Ninghai and plays an important role in the urbanisation of Ninghai.

Chungs Lawyers (in association with DeHeng Law Offices), as the international legal advisers of the joint lead manager and trustee, provides a comprehensive, high-quality and efficient legal services.

Advised Xiezhong International Holdings Limited on its proposed privatisation

Advised Xiezhong International Holdings Limited (“Xiezhong International”) on its proposed privatisation by way of a scheme of arrangement, and assisted Xiezhong International in drafting relevant sections of the scheme document and responding to queries raised by the regulatory authorities. The scheme document for the privatisation was despatched to shareholders on 24 May 2021, and completion of the privatisation is subject to, amongst others, the following approvals at general meetings:

(1) At the court meeting, (a) 75% of the disinterested shareholders (based on voting rights held by disinterested shareholders who attend and vote) voted for the relevant resolutions; (b) not more than 10% of all the disinterested shareholders voted against the relevant resolutions; and (c) more than 50% of the attending shareholders voted for the relevant resolutions (based on number of attending shareholders); and

(2) At the extraordinary general meeting, the relevant special resolutions are approved by 75% of the shareholders (based on voting rights held by shareholders who attend and vote).

Xiezhong International through its subsidiaries is principally engaged in the development, production and sales of automotive HVAC systems and a range of automotive HVAC components, the provision of technical testing and related services and the operation of 4S dealership stores in the PRC.