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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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Wenling Zhejiang Measuring and Cutting Tools Trading Centre Company Limited (“Wenling MCT”) listed on the Main Board of the Stock Exchange on 30 December 2020 with a H share structure by way of Global Offering (stock code: 1379), approximately 27 times of subscription was recorded in the public offering.


Wenling MCT was established in late 2003, and is an established Measuring and Cutting Tools trading centre operator in China. It owns, operates and manages its Trading Centre located in Qianyangxia Village, Wenqiao Town, Wenling City, Zhejiang Province in the PRC . In China measuring and cutting tools trading centres market, its Trading Centre ranked No.1 in China in terms of revenue. It is also the first measuring and cutting tools trading centre listed in Hong Kong.


Chungs Lawyers (in association with DeHeng Law Offices) advised the Sole Sponsor, Cinda International Capital Limited and the underwriters on the listing of Wenling MCT.

In December 2020, Chungs Lawyers (in association with DeHeng Law Offices) advised China High Speed Transmission Equipment Group Co., Ltd. (stock code: 658) (“China High Speed”) on the capital injection at a discounted price in its subsidiary by 277 designated employees of China High Speed. Such a capital injection serves as an employee incentive scheme to award the contribution of the designated employees. The transaction also involves the application for a waiver from the requirement to convene a general meeting, such that a written approval from a shareholder who holds more than 50% of the shares of China High Speed in issue would be accepted in lieu of convening a general meeting pursuant to Rule 14A.37 of the Listing Rules.

The above transaction constitutes a connected transaction and a discloseable transaction under Chapters 14A and 14 of the Listing Rules, respectively.

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 or its subsidiaries is recognised by the National Development and Reform Commission as the State-Certified Enterprise Technology Centre (国家认定企业技术中心) and was awarded Top Ten Outstanding Enterprise of the Award for the Top 50 of China Wind Power Industry in 2019 (2019中国风电产业50强十佳优秀企业).

In December 2020, Chungs Lawyers (in association with DeHeng Law Offices) advised Shengli Oil & Gas Pipe Holdings Limited (stock code: 1080) (“Shengli Oil”) on its issue of 600,000,000 shares under general mandate, representing approximately 15.5% of the issued share capital of Shengli Oil as enlarged by the allotment and issue of subscription shares.


Shengli Oil is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited. The Shengli Oil Group is one of the largest oil and gas line pipe manufacturers in the PRC and it focuses on the design, manufacture, anti-corrosion processing and servicing of pipes (including SAWH pipes and SAWL pipes) which are used to transport crude oil, refined petroleum products and natural gas.

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