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DeHeng Hong Kong is participating in a project in relation to the mandatory conditional cash offer by CLSA Limited for and on behalf of Wuxing City Investment HK Company Limited (the “Offeror”) to acquire all the issued shares of Honworld Group Limited (stock code: 2226) (the “Company”) (other than those already owned or agreed to be acquired by the Offeror and parties acting in concert with it).

On 28 September 2023, the Offeror enforced a share mortgage and effected the transfer of 229,424,000 shares of the Company (the “Mortgaged Shares”) from Key Shine Global Holdings Limited to the Offeror (the “Enforcement Action”). Immediately following the Enforcement Action, the Offeror became the beneficial owner of the Mortgaged Shares, representing approximately 39.64% of the entire issued share capital of the Company. CLSA Limited is making a mandatory conditional cash offer for all the issued shares of the Company (other than those shares already owned or agreed to be acquired by the Offeror and parties acting in concert with it) for and on behalf of the Offeror in compliance with the Hong Kong Code on Takeovers and Mergers at the offer price of HK$0.5034 per offer share of the Company.

The Offeror is a wholly owned subsidiary of Huzhou Wuxing City Investment Development Group Co., Ltd.* (湖州吳興城市投資發展集團有限公司) (“Wuxing City Investment”), which is in turn wholly owned by Huzhou City Wuxing District State-owned Capital Supervision and Management Service Centre* (湖州市吳興區國有資本監督管理服務中心). Wuxing City Investment (together with its subsidiaries) is one of the most prominent infrastructure construction and land development platforms in Wuxing District of Huzhou City, Zhejiang Province, China.

Represented Jiangsu SOHO Holdings Group Co., Ltd. (“SOHO Holdings”), the controlling shareholder of Holly Futures Co., Ltd. (Hong Kong stock code: 3678.HK & Shenzhen Stock Code: 001236.SZ) (“Holly Futures”), in its successful waiver application under Note 6(a) to Rule 26.1 of the Code on Takeovers and Mergers (the “Takeovers Code”) in relation to the transfer of Jiangsu Su Hui Asset Management Company Limited* (江蘇蘇匯資產管理有限公司), a direct wholly-owned subsidiary of Jiangsu Provincial Government State-owned Assets Supervision and Administration Commission (江蘇省政府國有資產監督管理委員會), to SOHO Holdings at nil consideration (the “Transfer”). SOHO Holdings holds 42.83% and 49.17% of Holly Futures before and after the Transfer, respectively. Immediately prior to and after completion of the Transfer, SOHO Holdings remains the controlling shareholder of the Company. SOHO Holdings has applied for, and the Securities and Futures Commission of Hong Kong has granted, a waiver from the obligation to make a mandatory general offer as a result of the Transfer. The Transfer was completed on 3 August 2023.

SOHO Holdings is an investment holding company principally engaged in (i) financial and industrialinvestment, authorized operation and management of state-owned assets; (ii) international trading; (iii) housing rental; and (iv) production, R&D and sales of mulberry silk, textiles and garments.

Holly Futures is a company listed on the Mainboard of Shenzhen Stock Exchange (Shenzhen Stock Code: 001236.SZ) and the Main Board of the Stock Exchange (Hong Kong stock code: 3678.HK) and 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).

The deal was led by lead partners Ernest Chung, Stephen Kei and Crystal Wong of DeHeng Hong Kong, and supported by associate Chloe Yuen and trainee solicitor Calvin Cheung.

Recently, DeHeng Hong Kong, acted as the Hong Kong legal advisers to Yanchang Petroleum International Limited (“Yanchang Petroleum International”) (Stock Code: 346) in respect of the share consolidation of 20 shares into 1 new share, following the introduction of strategic investments from Chang An Huitong Co., Ltd. (a wholly-owned subsidiary of Shaanxi Province SASAC) earlier this year.

Yanchang Petroleum International engages in both the upstream and downstream sectors of the oil and gas Industry and is an important platform to develop the overseas business of the Yanchang Petroleum Group, the majority shareholder of Yanchang Petroleum International. Yanchang Petroleum Group is among the top four state-owned oil and gas enterprises in China, which ranked No. 234 in the Fortune Global 500 in 2021.

DeHeng Hong Kong is primarily responsible for the planning of the share consolidation, drafting of relevant documents and replies to the queries raised by The Stock Exchange of Hong Kong Limited, providing comprehensive, efficient and professional legal services to the client. The deal was led by lead partner Howard Lau and supported by associate Alaida Au and legal assistant Timothy Cheung.

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