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Zhong Lun Advises on Haier Smart Home’s H-Share Issuance and Privatization of Haier Electronics

Release time：2020-12-23 Voice Announcements

On December 23, 2020, Haier Smart Home Co., LTD. (600690.SH/690D, “Haier Smart Home"), already listed on the Main Board of Shanghai Stock Exchange and the China Europe International Exchange AG D Share Market of Frankfurt Stock Exchange, announced its successful issuance and listing of H shares by way of introduction on the Main Board of the Stock Exchange of Hong Kong Limited (6690.HK), and the privatization of Haier Electronics Group Co., LTD. (1169.HK, “Haier Electronics") by way of a scheme of arrangement. Haier Smart Home, a leader in the global major home appliance industry and also a global pioneer in providing smart home solutions, becomes the first company in the world simultaneously listed on “A+D+H" markets.

About 2.45 billion H shares were issued at this listing; meanwhile, the privatization valued Haier Electronics at approximately US$11.4 billion, making it the largest privatization transaction of HK-listed companies this year. The structure of this transaction is extremely complex, as it, in addition to the listing and privatization, also involves the issuance of H-share convertible bonds (including converting exchangeable bonds into convertible bonds), the major asset purchases and related-party transactions of Haier Smart Home, and the legal matters in relation to the securities’ regulatory compliance and information disclosure in the mainland and Hong Kong of China, Germany and other jurisdictions.

Zhong Lun Law Firm acted as the PRC legal counsel, in this transaction, to CICC and JP Morgan (as the joint sponsors), as well as in the onshore material asset restructuring, to CICC (as the financial advisor) and Zheshang Securities (as the independent financial advisor). The legal team from Zhong Lun was led by Anthony Zhao, Zhoujun Tang and William Jia, with the support from Chi Yu; other core members of the team included Jingli Mu, Chao Zhong, Summer Huang, Shan Wang, and Tong Luo, etc. The Zhong Lun team previously advised on the D-share issue and listing of Haier Smart Home, and has continuous.

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Zhong Lun Advises on Haier Smart Home’s H-Share Issuance and Privatization of Haier Electronics