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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

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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.

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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.

On 30 March 2023, Zhongtian Construction (Hunan) Group Limited (“Zhongtian Hunan Group”) successfully listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock code: 2433).


Zhongtian Hunan Group is a general contracting construction group in Hunan Province with over 40 years of operating history. Zhongtian Hunan Group ranked the fifth among 302 non-state owned construction enterprise with first grade general contractor qualification in Hunan Province in terms of construction revenue in 2021.


DeHeng Hong Kong acting as the Hong Kong legal advisors to the sole sponsor and the underwriters, formed a project team to fully participate in and promote the project. Our project team also worked closely and actively with other professional parties to provide professional, comprehensive and efficient legal services for this project.


* DeHeng Hong Kong denotes DeHeng Law Offices (Hong Kong) LLP (formerly known as Chungs Lawyers)

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