RECENT NEWS | DEHENG HONG KONG

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

Mar 10, 2023

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

Jan 31, 2023

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

Jan 20, 2023

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.