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 Huaiyuan County New Urbanization Construction Co. Ltd on its issuance of listed bonds

Mar 15, 2022

Updated: Apr 7, 2022

Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, advised Huaiyuan County New Urbanization Construction Co. Ltd (怀远县新型城镇化建设有限公司) (the “Issuer”, together with its subsidiaries, the “Group”) on its issuance of US$100,000,000 3.0% credit enhanced bonds due 2025 supported by an irrevocable standby letter of credit provided by Huishang Bank Corporation Limited and dual listed on the Stock Exchange of Hong Kong Limited (the“Hong Kong Stock Exchange”) and Chongwa (Macao) Financial Asset Exchange Co., Limited (the “MOX”).

Established in 2015, the Issuer is indirectly wholly owned by Huaiyuan County SASAO (怀远县国有资产监督管理办公室). The Group serves as the core operating entity responsible for the provision of public services and implementation of urban development activities in Huaiyuan County. The Group conducts the business of agent construction including infrastructure construction and construction of affordable housing, bridge operation, as well as leasing of water area use rights. Leveraging on the robust development of Huaiyuan County and Bengbu City, strong support from shareholders and the expertise of the management team, the Group has played an important role in the economic and social development of Huaiyuan County by engaging in agent construction and transportation construction and operation.

Listing of the bonds on the Hong Kong Stock Exchange (Stock code: 4593) and the MOX (MOXLB2208) will be commenced on 9 March 2022.

The Partner of Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, Lily Liang, led the team includes Tracy Wong, Jason Wong, Vanessa Lai, Catherine Kwok, Dexter Yeung, Lilian Kwong, Amber Cao, Evelyn Fan, Fairy Wang, Jeff Wang and Andy Kwok.

Advised Synergy Group Holdings International Limited in connection with a corporate rescue plan

Jan 28, 2022

Advised Synergy Group Holdings International Limited (stock code: 1539) (“Synergy Group”) on the corporate rescue plan comprising, amongst other things, the issue of a total of 1,700,940,000 new shares to connected persons and creditors, representing approximately 256.63% of the issued share capital of the Synergy Group before completion. The Company considers that the corporate rescue plan, if materialized, would resolve the bankruptcy risk of the Company.

The new controlling shareholder successfully applied for a whitewash waiver from the Securities and Futures Commission of Hong Kong from making a general offer. The Company also successfully applied for a waiver from the strict compliance of Rule 7.27B of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited which generally prohibits issue of new shares resulting in theoretical dilution effect of more than 25%.

Synergy Group is a company listed on the Main Board of The Stock Exchange of Hong Kong Limited. The Group is principally engaged in the provision of leasing services of energy saving systems, consultancy service and trading of energy saving products.

Advised Huzhou Nanxun New Town Investment Development Group Co., Ltd.on its issuance of listed bonds

Jan 28, 2022

Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, advised Huzhou Nanxun New Town Investment Development Group Co., Ltd. (湖州南浔新城投资发展集团有限公司) (the “Issuer”, together with its subsidiaries, the “Group”) on its issuance of US$28,600,000 2.25% credit enhanced bonds due 2025 supported by an irrevocable standby letter of credit provided by Bank of Ningbo Huzhou Branch and listed on the Stock Exchange of Hong Kong Limited (the“Hong Kong Stock Exchange”).

Established in 2018, the Issuer is wholly owned by Huzhou Nanxun Xinkai Construction Group Co., Ltd. (湖州南浔新开建设集团有限公司). The Group is one of the major operating platforms for urban development activities in Huzhou City, including agent construction business, land consolidation and development business, training service, trading business and designing service. Leveraging on the development of Huzhou City, strong shareholder’s support and its diversified businesses, the Group has undertaken and completed a large number of urban development projects and played an important role in the development of Huzhou City.

Listing of the bonds on the Hong Kong Stock Exchange will be commenced on 25 January 2022 (Stock code: 4448).

The Partner of Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, Lily Liang, led the team includes Tracy Wong, Jason Wong, Lawrence Lam, Catherine Kwok, Dexter Yeung, Lilian Kwong,Amber Cao, Evelyn Fan, Fairy Wang and Jeff Wang