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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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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.

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.


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.

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