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JunHe Assisted A-share Listing Company Xin Natural Gas in its Tender Offer as a HK Listing Company


On August 24th 2018, JunHe represented A-share company Xinjiang Xintai Natural Gas Co., Ltd. (“Xin Natural Gas”, 603393.SH) in its tender offer as a HKEx mainboard listed company AAG Energy Holdings Limited (“AAG Energy”, 2686.HK), the payment and registration has been completed and the deal amount was HKD 3.054 billion.

Xin Natural Gas engaged in transportation , settlement and the sales of civil natural gas in Xinjiang, the gas business is active in 8 cities including Wulumuqi. AAG Energy is a leading international energy company exploring and optimizing bed gas focusing on unconventional natural gas, with its main-operating bed gas asset storage being on top of basins in China.

The deal plan was that the offeror issued a volunteer conditional partial offer in cash to acquire no more than 50.5% issued equity shares from qualified shareholders of AAG Energy until the preconditions were met. To ensure the deal plan was implemented smoothly, the JunHe team discussed and demonstrated the plan together with Xin Natural Gas along with domestic and offshore intermediaries. The conditions offered were accepted on August 16th 2018, and on August 24th, the offeror was registered as the controlling shareholder of AGG Energy and the tender offer was completed.

JunHe, as the PRC legal counsel to Xin Natural Gas, participated in the project and provided whole-set legal services including design of the deal plan, government approval/registration, compliance demonstration, drafting and reviewing the deal documents and announcements, conducting legal opinions, and producing the major asset purchase report, reviewing and modifying the report with exclusive financial advisors, replying to feedback from the SHEx and conducting supplemental legal opinions . The project involved a domestic A-share listing company acquiring a listing company on the HKEx mainboard by tender offer was successfully completed, The JunHe team cooperated closely with Xin Natural Gas and other intermediaries, and delivered the project on schedule.

The leading partners were Mr. WANG, Zhixiong and Ms. QU, Huiqing. The partner for internal review was Mr.ZHAO, Jikui.

JunHe is the only Chinese law firm to be admitted as a member of Lex Mundi and Multilaw, two international networks of independent law firms. JunHe and selected top law firms in major European and Asian jurisdictions are “best friends.” Through these connections, we provide high quality legal services to clients doing business throughout the world.