JunHe Hong Kong office has just helped China Huarong International Holdings Limited (Huarong International) successfully acquire 1,702,435,038 shares of new stocks of Simsen International Corporation Limited (Simsen International, HKEX Code: 993) at the price of HKD0.275.
Huarong International is a wholly-owned subsidiary of Huarong Group in Hong Kong. In this project, JunHe acted as the legal counsel of Huarong International and assisted it in successfully controlling the Hong Kong-listed company Simsen International by acquiring 51% of its equity interests. Simsen International had Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) licenses issued by SFC. After the completion of this transaction, Huarong International will have a licensed public company in Hong Kong and therefore can conduct a wider range of businesses related to the capital market in Hong Kong. This transaction commenced at the end of 2014 and closed on August 31, 2015. During this period, JunHe Hong Kong helped with the business restructuring of Simsen International, the preparations for the acquisition, the announcement and circular on the restructuring, the communications with HKEX and SFC, obtained approval from SFC for the general offer proposed by Huarong International and for the change of controlling shareholder of Simsen International.
This transaction of purchasing new shares is a reverse takeover, a kind of advanced business among all capital market businesses. Involving a public company’s information disclosure, whitewash waiver for a general offer, divestiture of the target company, post-acquisition investment for going public and practical dividend distributions of a public company, this project is one of the most complicated businesses in the Hong Kong capital market. This project is also one of the few success stories in which a financial institution serving central enterprises successfully obtained the listing status by acquiring a Hong Kong-listed company.
The lead partner in this project is Mr. WANG, Xiaojun.