DEALS
Zhong Lun Assists GDH in Successfully Selling 279.8 Million Shares in Guangdong Tannery Limited (HK.01058)
Zhong Lun Assists GDH in Successfully Selling 279.8 Million Shares in Guangdong Tannery Limited (HK.01058)
On September 29, 2021, Guangdong Tannery Limited (HK: 01058) (粤海制革有限公司), a Hong Kong-listed company, announced that Guangdong Holdings Limited (广东粤海控股集团有限公司) ("GDH") and Guangdong Namyue Group Co., Ltd. (广东南粤集团有限公司) ("Namyue Group") had signed a share transfer agreement. Under the agreement, GDH agreed to transfer 279.8 million shares, 52% of the total number of ordinary shares outstanding in Guangdong Tannery Limited at the time of the transaction, to Namyue Group at an aggregate transfer price of HKD 88.9948 million (approximately HKD 0.3181 per share).
Zhong Lun served as the legal counsel of the seller, GDH, in the transaction and provided full legal services, including the design of the transaction structure, the revision of the share transfer agreement and supporting documents, assistance in applying to the Securities and Futures Commission ("SFC") for a waiver of the obligation to make a mandatory general offer and the issuance of legal opinions to the regulator of state-owned assets.This project involves equity transactions between two provincial state-owned enterprises, which must simultaneously comply with Hong Kong listing rules and meet the regulatory requirements of state-owned assets management. The transaction scheme designed by the Zhong Lun team successfully secured for GDH from the SFC a waiver of the obligation to make a mandatory general offer, thus improving the transaction efficiency, and ensured the legality and compliance of overseas state-owned assets transfer, which helped the project get the green light from the SASAC of Guangdong Province.The professional and meticulous service provided by the team was highly recognized by the client and the counterparty. This project was led by the equity partner Jianqing Ding and supported by Simon Feng and Zhiyun Hu.
