Advised Zhenjiang Cultural Tourism Industry Group Co., Ltd. on its issuance of listed bonds

Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, advised the Managers on Zhenjiang Cultural Tourism Industry Group Co., Ltd. (镇江文化旅游产业集团有限责任公司) (the “Issuer”) on its issuance of USD172,500,000 7.1% bonds due 2025 and listed on the Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”).

The Issuer is one of the major investment, financing and infrastructure construction state-owned entities in Zhenjiang. It is a state-owned enterprise wholly owned by and under the direct management and supervision of Zhenjiang SASAC. Since its establishment in December 1992, the Issuer has played an important role in implementing Zhenjiang Government’s blueprint for urban planning and municipal construction in Zhenjiang and has received strong financial and operational support from Zhenjiang Government.

Listing of the bonds on the Hong Kong Stock Exchange (Stock code: 5610) commenced on 15 November 2022.

The partner of Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, Lily Liang, led the team including Jason Wong, Vanessa Lai, Darryl Ting, Christina Yip, Connie Ip, Catherine Kwok, Dexter Yeung, Lilian Kwong, Fairy Wang, Evelyn Fan, Jeff Wang, Andy Kwok, Neil Wang, Sherry Zhang and Liz Tang.

Advised Shengzhou Communications Investment and Development Group Co., Ltd. on its issuance of bonds

Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, advised Shengzhou Communications Investment and Development Group Co., Ltd. (嵊州市交通投资发展集团有限公司) (the “Issuer”, together with its subsidiaries, the “Group”) on its issuance of RMB330,000,000 4.20% credit enhanced bonds in Shanghai Free-Trade Zone due 2025 supported by an irrevocable standby letter of credit provided by Bank of Nanjing, Hangzhou Branch and listed on the Chongwa (Macao) Financial Asset Exchange Co., Ltd. (the “MOX”).

Established in 1998, the Issuer is wholly owned by Shengzhou Investment Holding Co., Ltd. (嵊州市投资控股有限公司). The Group is one of the major operating entities for urban development and transportation infrastructure construction in Shengzhou City, including infrastructure construction, provision of accommodation service and sale of construction materials. Leveraging on the development of Shengzhou City and Zhejiang Province, strong shareholder’s support and its diversified businesses, the Group has undertaken and completed a large number of construction projects and played an important role in the development of Shengzhou City.

Listing of the notes on the MOX commenced on 15 November 2022 (Stock code: MOXLB2254).

The partner of Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, Lily Liang, led the team including Jason Wong, Vanessa Lai, Darryl Ting, Christina Yip, Connie Ip, Catherine Kwok, Dexter Yeung, Lilian Kwong, Fairy Wang, Evelyn Fan, Jeff Wang, Andy Kwok, Neil Wang, Sherry Zhang and Liz Tang.

Appointed as Hong Kong legal advisers to a possible unconditional mandatory cash offer

Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, has been appointed as the Hong Kong legal advisers to Charmacy Pharmaceutical Co., Ltd. (stock code: 2289) (“Charmacy”) in relation to the possible unconditional mandatory cash offer by Guotai Junan Securities (Hong Kong) Limited for and on behalf of Jiangxi Jiangzhong Pharmaceutical Commercial Operation Co., Ltd. (the “Offeror”).

Pursuant to a share transfer agreement between Mr. Yao Chuanglong (“Mr. Yao”) (the controlling shareholder of Charmacy) (as the transferor) and the Offeror (as the transferee) dated 13 September 2022, Mr. Yao has conditionally agreed to sell and the Offeror has conditionally agreed to purchase an aggregate of 9,720,000 shares of Charmacy, representing 9.00% of the entire issued share capital of Charmacy. Subject to completion of the share transfer, Guotai Junan Securities (Hong Kong) Limited will make 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 (the “Takeovers Code”) at the offer price of HK$7.29 per offer share of Charmacy. The offer period commenced on 28 September 2022 (the “Offer Period”).

Furthermore, Chungs Lawyers advised Charmacy on the land resumption with Foshan Chancheng District Land Reserve Center and Foshan Chancheng District Zumiao Sub-district Office involving a consideration by way of cash compensation of RMB160,000,000 which is prohibited without the approval of its shareholders during the Offer Period under rule 4 of the Takeovers Code. Chungs Lawyers advised Charmacy on its application for a waiver from the requirement under rule 4 of the Takeovers Code and such waiver has been granted by the Securities and Futures Commission. On 11 October 2022, Charmacy entered into the land resumption agreement with the relevant government authorities.

Charmacy is a company listed on the Main Board of the Stock Exchange. Charmacy is principally engaged in pharmaceutical distribution business. The Offeror is 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. The Offeror is owned as to (i) 20.50% by Jiangxi State-Owned Capital Operation Holdings Group Co. Ltd, which is ultimately controlled by State-owned Assets Supervision and Administration Commission of Jiangxi Province; and (ii) 20.50% by China Resources Jiangzhong Pharmaceutical Group Co., Ltd., which is ultimately controlled by China Resources Pharmaceutical Group Limited, whose shares are listed on the main board of the Stock Exchange (Stock Code: 3320.hk).

The Partners of Chungs Lawyers, the associated firm of DeHeng Law Offices in Hong Kong, Ernest Chung and Boaz Cheung, led the team including Crystal Wong, Chloe Yuen, Elvis Lee, Syndi Ling and Dicky Lau.