Dentons assisted Namyue Group in the acquisition of Hong Kong-listed company Guangdong Tannery

On September 29, Guangdong Tannery (stock code: 01058), a listed company in Hong Kong, announced the signing of a share transfer agreement between Guangdong Yuehai Holding Co., Ltd. (“Yuehai Holding”) and Guangdong Namyue Group Co., Ltd. (“Namyue Group”). Pursuant to the agreement, Yuehai Holding agreed to transfer a total of 279.8 million shares to Namyue Group at a total price of HK$88.9948 million (equivalent to approximately HK$0.3181 per share), accounting for 52% of the total number of ordinary shares issued by Guangdong Tannery on the date of the announcement, meaning Namyue Group has obtained the holding right of Guangdong Tannery (“the Project”).

 

As the general coordinator and project leader, Dentons partner Zhang Xiangfa teamed up with Hong Kong lawyers to provide full legal services, including but not limited to: designing of the acquisition transaction structure; drafting, revising and reviewing of the share transaction agreement; submitting application to the Hong Kong Stock Exchange for the exemption of general takeover offer; revising the application documents associated with this Project, and handling of inquiries from the Hong Kong Stock Exchange.

 

In this Project, both the buyer and seller are SOEs, involving the IPO rules of Hong Kong listed companies and the supervision of relevant laws and regulations on the management of state-owned assets. Through smart design, the Project team has greatly saved transaction costs and improved transaction efficiency. On the other hand, this Project involves the change of holding rights, which triggers the mandatory and general takeover offer for purchasing a Hong Kong listed company. Based on sufficient analysis and demonstration, the Project team successfully applied to the Hong Kong Stock Exchange for the general takeover offer exemption under the regulatory framework of Hong Kong listed companies.