RECENT NEWS | DEHENG HONG KONG

16 June 2025

Advised Weiye Holdings Group Limited on its voluntary conditional cash offer for the shares of Microware Group Limited

DeHeng Hong Kong advised Weiye Holdings Group Limited (the “Offeror”) on its voluntary conditional cash offer by Astrum Capital Management Limited for and on behalf of the Offeror to acquire all the issued shares (other than those already owned by the Offeror and parties acting in concert with it) of Microware Group Limited (stock code: 1985) (the “Company”).

On 20 March 2025, the Offeror and the Company jointly announced that Astrum Capital Management Limited, for and on behalf of the Offeror, will make a voluntary conditional cash offer to acquire all the issued Shares (other than those Shares already owned by the Offeror and parties acting in concert with it) in compliance with the Hong Kong Code on Takeovers and Mergers.

The Offeror is a limited liability company incorporated in the British Virgin Islands and is beneficially and wholly-owned by the chairman of the Board and an executive director of the Company.

The Offer was declared unconditional in all respects and was closed on 19 May 2025 and 2 June 2025, respectively.

The deal is led by lead partners Ernest Chung and Stephen Kei, and supported by the team members including Becky Xu, Daniel Ting, Christine Yuen and Avril Chan.

10 June 2025

DeHeng Hong Kong advised Rongta Technology on its listing on the Main Board of Stock Exchange

On 10 June 2025, Rongta Technology (Xiamen) Group Co., Ltd. (容大合眾（廈門）科技集團股份公司) (“Rongta Technology”) successfully listed on the Main Board of The Hong Kong Stock Exchange Limited (Stock code: 9881).

Rongta Technology is an Automatic Identification and Data Capture (AIDC) devices and solutions provider with a global sales network, dedicated to the design, R&D, manufacturing and marketing of printing equipment, scales, POS terminals and PDAs. Rongta Technology strives to assist businesses and individuals to continuously improve efficiency and accuracy in day-to-day operation and daily lives through introduction of AIDC devices and functionality like IoT technology, cloud-based printing and AI integration. Rongta Technology offers both standardised and customised products to meet the diverse needs and requirements of its customers, and its products are widely used in different industries including but not limited to retail, education, catering, logistics, warehousing, manufacturing, hospitality, medical and environmental industries.

DeHeng Law Offices (Hong Kong) LLP, acted as the Hong Kong legal advisers to the sole sponsor, Yue Xiu Capital Limited, and the underwriters, formed a project team led by partners Ernest Chung, Boaz Cheung and Crystal Wong, fully participated in various aspects of the listing process. Our project team also worked closely and actively with Rongta Technology and other professional parties to provide professional, comprehensive and efficient legal services for this project.

1 April 2025

Advised Jiangsu Horizon Chain Supermarket Company Limited on its Global Offering

On 31 March 2025, Jiangsu Horizon Chain Supermarket Company Limited (江蘇宏信超市連鎖股份有限公司) (“Jiangsu Horizon Supermarket”) successfully listed on the Main Board of The Hong Kong Stock Exchange Limited (Stock code: 02625).

Jiangsu Horizon Supermarket is a wholesaler of grains and oil headquartered in Yangzhou City in Jiangsu Province of the PRC, with retail operations of supermarket and convenience stores focusing on the central region of Jiangsu Province under the brand “宏信龍” (Hongxinlong*). According to the Industry Report, the Company ranked second among supermarket operators in Yangzhou in terms of sales in 2023 with a market share of approximately 9.1%, the fifth among supermarket operators in the central region of Jiangsu Province in terms of sales in 2023 with a market share of approximately 2.3%, and around the twentieth among supermarket operators in Jiangsu province in terms of sales in 2023 with a market share of approximately 0.4%.

DeHeng Law Offices (Hong Kong) LLP, acting as legal advisors to the issuer as to Hong Kong law, formed a project team led by managing partner, Danny Hong and partner, Marco Chan to actively participate in and facilitate the project. The team worked closely with Jiangsu Horizon Supermarket and other professional parties to provide professional, comprehensive, efficient and high-quality legal services for this project.

*For identification purpose only

19 Feb 2025

Advised Mingfa Group (International) Company Limited on the disposal of a subsidiary

On 27 January 2025, DeHeng Law Offices (Hong Kong) LLP advised Mingfa Group (International) Company Limited (“Mingfa”, together with its subsidiaries “Mingfa Group”) on the disposal of the entire equity interest of Quanzhou Mingfa Hotel Co., Ltd.* (the “Target Company”) at a consideration of RMB100 million (the “Disposal”). The Target Company owns and manages the Quanzhou Ming Fa Hotel in Quanzhou, the PRC.

The Disposal constituted a discloseable transaction under Chapter 14 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “Listing rules”) and therefore subject to the reporting and announcement requirements but exempt from the circular and shareholders’ approval requirements pursuant to Chapter 14 of the Listing Rules.

Mingfa is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 846). Mingfa Group is principally engaged in the development of large-scale complex properties in China, as well as the national brand reputation of hotel management, property management and property investment.

The deal is led by lead partners Ernest Chung and Stephen Kei, and supported by the team members including Edwin Wong and Avril Chan.

17 Jan 2025

Advised StarGlory Holdings Company Limited on a share subscription

Advised StarGlory Holdings Company Limited (stock code: 8213) (“StarGlory”) on subscription for new shares of StarGlory by two investors at a total consideration of approximately HK$12 million. The 34,285,713 shares of StarGlory subscribed represent approximately 6.18% of the issued share capital of StarGlory as enlarged by the subscription. StarGlory intends to use the net proceeds from the subscription for (i) operation of the existing food and beverage business; (ii) general working capital; and (iii) expansion of the Group’s renewable energy and new material business.StarGlory is a company listed on the GEM of The Stock Exchange of Hong Kong Limited (stock code: 8213) and is principally engaged in food and beverage business in Hong Kong.The deal was led by lead partners Ernest Chung and Stephen Kei, and supported by the team members including Edwin Wong, Christine Yuen and Avril Chan.

17 Jan 2025

Advised China Tianrui Group Cement Company Limited (stock code: 1252) on a top-up placing of existing shares and subscription for new shares

Advised China Tianrui Group Cement Company Limited (stock code: 1252) (“China Tianrui”) on a top-up placing of existing shares and subscription for new shares. The shares of China Tianrui placed by CNI Securities Group Limited (as the Placing Agent) represent approximately 4.70% of the issued share capital of China Tianrui as enlarged by the subscription. China Tianrui intends to use the net proceeds from the subscription for (i) the repayment of its existing borrowings; and (ii) general working capital of the Group. The top-up placing of existing shares and subscription for new shares was completed within 14 days after the signing of the placing and subscription agreement.

China Tianrui is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited. China Tianrui Group is principally engaged in manufacture and sale of cement, clinker and limestone aggregate. China Tianrui Group’s operations are substantially conducted through its subsidiaries in the PRC.

The deal was led by lead partners Ernest Chung and Stephen Kei, and supported by the team members including Edwin Wong, Christine Yuen and Avril Chan.

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.

Advised China Everbright Environment Group Limited on Intra-Group Reorganisation

Jul 6, 2022

Advised China Everbright Environment Group Limited (Hong Kong stock code: 257) (“Everbright Environment”) on intra-group reorganisation (the “Reorganisation”) for which Everbright Environment, the controlling shareholder of China Everbright Water Limited (Hong Kong stock code: 1857 & Singapore Stock Code: U9E) (“Everbright Water”), indirectly held 72.87% of the total issued share capital of Everbright Water through two wholly-owned subsidiaries before the Reorganisation and held the interest in Everbright Water indirectly through its direct wholly-owned subsidiary after the Reorganisation. The Reorganisation aims to streamline the legal equity structure of the group of Everbright Environment. The Securities and Futures Commission of Hong Kong has also granted Everbright Environment a waiver from the mandatory general offer obligation as a result of the Transfer pursuant to Note 6(a) to Rule 26.1 of the Hong Kong Code on Takeovers and Mergers. The Securities Industry Council of Singapore has confirmed that the Reorganisation will not cause Everbright Environment to incur an obligation under Rule 14 of the Singapore Code on Take-overs and Mergers to make a general offer for Everbright Water.

Everbright Environment is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited ("Main Board of the Stock Exchange”) (Hong Kong stock code: 257) and is the largest environmental protection enterprise in China and Asia’s leading environmental protection enterprise, as well as a world-renowned ecological and environmental management group.

Everbright Water is a company listed on the Mainboard of Singapore Exchange Securities Trading Limited (Singapore Stock Code: U9E) and the Main Board of the Stock Exchange (Hong Kong stock code: 1857) and is principally engaged in water environment management, municipal waste water treatment and industrial waste water treatment, etc.

The deal was led by lead partners Ernest Chung and Danny Hong of Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, and supported by associate Crystal Wong and trainee solicitor Alex Tsoi.

Advised China Fordoo Holdings Limited on issue of convertible bond

Jun 22, 2022

Advised China Fordoo Holdings Limited (stock code: 2399) (“China Fordoo”) on issue of convertible bond in the principal amount of HK$60,000,000 at the rate of 8% per annum due 2024. Upon the exercise of right to convert all of the outstanding principal amount of the convertible bond at the initial conversion price of HK$0.60 per conversion share, the investor will receive 100,000,000 shares, representing approximately 4.56% of the issued share capital of China Fordoo as enlarged by the subscription. China Fordoo intends to use the net proceeds from the subscription for (i) future business development; (ii) repayment of debts; and (iii) general working capital.

China Fordoo is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 2399) and is principally engaged in (i) the sales of menswear apparel and brand licensing in the PRC; and (ii) the sales of industrial products to customers located in Saudi Arabia.

The deal was led by the partners of Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, Ernest Chung and Stephen Kei, and supported by the team members including Adrian Mak, Fiona Kam, Edwin Wong and Alex Tsoi.

Advised Yanchang Petroleum International Limited on the adoption of new share option scheme

Jun 20, 2022

Recently, Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, acted as the Hong Kong legal advisers to Yanchang Petroleum International Limited (“Yanchang Petroleum International”) (Stock Code: 346) in respect of the adoption of new share option scheme so that share options may be granted to its employees and other eligible participants in reward for their contribution in the future.

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.

Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, handled the drafting of relevant documents of the new share option scheme 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 trainee solicitor Alex Tsoi.