Advised Charmacy Pharmaceutical Co., Ltd. to complete the unconditional mandatory cash offer

DeHeng Hong Kong advised Charmacy Pharmaceutical Co., Ltd. (stock code: 2289) (“Charmacy”), as the offeree company, in relation to the unconditional mandatory cash offer made by Guotai Junan Securities (Hong Kong) Limited for and on behalf of Jiangxi Jiangzhong Pharmaceutical Commercial Operation Co., Ltd. (the “Offeror”).

Guotai Junan Securities (Hong Kong) Limited made an unconditional mandatory cash offer for all the issued shares of Charmacy for an on behalf of the Offeror in compliance with the Hong Kong Code on Takeovers and Mergers at the offer price of HK$7.29 per offer share of Charmacy (the “Offer”). The Offer commenced on 20 January 2023 and closed on 10 February 2023.

Immediately after the close of the Offer and the completion of the transfer of the acceptance shares, only approximately 21.62% of the entire issued share capital of Charmacy were held by the public and the minimum public float requirement of 25% under the Listing Rules was not satisfied. DeHeng Hong Kong advised Charmacy on its application for a four-month waiver from strict compliance of the minimum public float requirement under the Listing Rules and such waiver was granted by the Stock Exchange on 28 February 2023.

Charmacy is a company listed on the Main Board of the Stock Exchange. Charmacy is principally engaged in pharmaceutical distribution business. It mainly distributes western medicine, Chinese patent medicine and healthcare products to downstream distributors and retail terminals, as well as provides consultation service on pharmaceutical products. The Offeror is a directly wholly-owned subsidiary of Jiangxi Jiangzhong Pharmaceutical Commercial Operation Co., Ltd., a Jiangxi provincial state-owned enterprise principally engaged in the wholesale and retail of medicines and the sales of food, disinfection equipment and Class III medical devices.

DeHeng Hong Kong 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)

Advised Tibet Water Resources Ltd. (HKEx stock code: 1115) on its 3-for-1 rights issue

Chungs Lawyers (in association with DeHeng Law Offices) (“DeHeng Hong Kong”) has advised Tibet Water Resources Ltd. (HKEx stock code: 1115) (the “Company”) on its 3-for-1 rights issue. DeHeng Hong Kong, together with DeHeng Law Offices (Shenzhen) (“DeHeng Shenzhen”), also assisted the Company in completing the regulatory filing requirements to allow PRC southbound investors participating in the rights issue.

Valid acceptances of approximately 54.7% of the total number of rights shares being offered under the Rights Issue were received, and the remainder of 45.3% untaken shares were subject to placing by the placing agent on a best effort basis under the compensatory arrangements, which have been successfully placed by the placing agent in accordance with the terms of the placing agreement. All conditions to the rights issue and the placing were also fulfilled. Dealings in the rights shares commenced on the HKEx at 9:00 a.m. on Tuesday, 31 January 2023.

The Company is principally engaged in the production and sale of water products and beer products in the PRC. The aggregate net proceeds raised from the rights issue (including the placing), after deducting all related costs, fees, expenses and commission, were approximately HK$388 million.

DeHeng Hong Kong and DeHeng Shenzhen worked closely with the Company and other professional parties, and assisted the Company in communicating with the Hong Kong Stock Exchange and the China Securities Regulatory Commission and in answering their queries to their satisfaction.

Advised Huaibei GreenGold Industry Investment Co., Ltd. on its Global Offering

On 20 January 2023, 淮北綠金產業投資股份有限公司 (Huaibei GreenGold Industry Investment Co., Ltd.) (“Huaibei GreenGold”) successfully listed on the Main Board of The Hong Kong Stock Exchange Limited (Stock code: 02450).

Huaibei GreenGold is a state-owned construction material supplier located in Huaibei City, Anhui Province. lt is the third largest manufacturer of construction aggregates in the market of Huaibei City and its surrounding cities (including Suzhou City and Bozhou City) in 2021. lts main products include aggregate products and concrete products. Through its subsidiaries, Huaibei GreenGold has the capacity to conduct aggregate mining and processing as well as concrete production, thus laying a solid foundation for Huaibei GreenGold to capture the opportunities in the construction materials market.

DeHeng Law Offices, acting as legal advisors to the issuer as to PRC laws, formed a project team consists of Xu Jianjun, a partner of DeHeng Beijing office; Wang Yuwei, Li Xiaoxin and Zhu Liang, partners of DeHeng Shanghai office and lawyers Fan Yutong and Kou Yunmei etc. Chungs Lawyers (in association with DeHeng Law Offices), acting as legal advisors to the issuer as to Hong Kong laws, also formed a project team to fully participate in and facilitate the project. Both project teams worked closely and actively with Huaibei GreenGold and other professional parties to provide professional, comprehensive, efficient and high-quality legal services for this project.