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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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Advised Hang Pin Living Technology Company Limited (stock code: 1682) (“Hang Pin Living”) on its issue of 130,000,000 shares under general mandate, representing approximately 16.54% of the issued share capital of Hang Pin Living as enlarged by the allotment and issue of shares.

Hang Pin Living is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited. Hang Pin Living Group is principally engaged in the garment sourcing business and the provision of financial services business.



Pursuant to the resumption proposal of a Hong Kong listed company in provisional liquidation (the “Company”), the Company intended to acquire the Target Company, which shall constitute a reverse takeover involving a new listing application of the Target Company.


The Stock Exchange expressed concern over the integrity of the Target Company’s controlling shareholder as a result of possible non-compliance of the controlling shareholder as inferred in the court judgment on the conviction against a former government official for corruption and was of the view that the controlling shareholder was not considered to be suitable to serve as a director of a listed company and that the Target Company would not be considered suitable for listing.


Chungs Lawyers (in association with DeHeng Law Offices) advised the Target Company in the review hearing and assisted in making submissions to the Listing Appeals Committee and successfully persuaded together with other professional parties the Listing Appeals Committee of overturning the decision of the Stock Exchange. As such, the Company and the Target Company are able to proceed with application for the new listing application and the resumption.


Chungs Lawyers (in association with DeHeng Law Offices) advised the joint lead managers on the issuance of US$67,000,000 5.80% Bonds due 2022 by Dongtai Communication Investment And Construction Group Co., Ltd. (the “Issuer”), which is listed on the Hong Kong Stock Exchange (stock code: 40565).

The Issuer is a state-owned enterprise located in Dongtai City that is entrusted by the Dongtai Municipal Government to undertake construction of transportation infrastructure, municipal roads and bridges, water conservancy facilities and public and social welfare facilities within or around Dongtai City.

Listing of the bonds on the Hong Kong Stock Exchange commenced on 29 January 2021.

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