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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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Chungs Lawyers (in association with DeHeng Law Offices) advised the Joint Lead Managers as to English law on the issuance of US$37,500,000 3.50% credit enhanced Bonds due 2022 by Honghe Development Group Co. Ltd.(the “Issuer”) .

The Issuer was established in October 2013 and is the primary entity that undertakes infrastructure development and poverty alleviation project construction work in Honghe Hani and Yi Autonomous Prefecture (“Honghe Prefecture”). The Issuer is directly and wholly owned by the State-owned Asset Supervision and Administration Commission of Honghe Hani and Yi Autonomous Prefecture (“Honghe Prefecture SASAC”) and is a key facilitator of the infrastructure construction and poverty alleviation plan of the Honghe Prefecture Government.

The bonds issued on 14 April 2021.

Chungs Lawyers in association with DeHeng Law Offices advised China Fordoo Holdings Limited (“China Fordoo”) on its acquisition of OPCO (the “OPCO”), which is principally engaged in the operation of sales and market of automobiles through an online e-commerce platform in the PRC, by way of VIE structure. China Fordoo is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 2399) (the “Hong Kong Stock Exchange”), and is principally engaged in the design, sourcing, manufacturing and sales of its branded menswear in the PRC.


The transaction constituted a discloseable transaction, connected transaction and continuing connected transaction under Chapter 14 and Chapter 14A of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (“Listing Rules”).


Chungs Lawyers in association with DeHeng Law Offices successfully applied on behalf of China Fordoo to the Hong Kong Stock Exchange for a waiver to comply with the requirement to convene a general meeting and accept written shareholder’ approval in lieu of a general meeting to enter into the VIE Agreements and the continuing connected transactions contemplated thereunder. In addition, the Hong Kong Stock Exchange also granted the waiver: (1) from fixing the term of the VIE Agreements for a period of not exceeding three years pursuant, and (2) setting a maximum aggregate annual cap for the service fees payable by the OPCO.

Advised Holly Futures (stock code: 3678) on its acquisition of properties in Nanjing, the PRC at an aggregate consideration of approximately RMB 275 million. The acquisition constituted a major transaction under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.


Holly Futures is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited. Holly Futures Group is principally engaged in futures brokerage business, asset management business, commodity trading and risk management business as well as financial assets investment (including securities, funds, bank entrustment, wealth management products issued by banks and asset management plans).

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