Alex Chau

• Advising LC Logistics, Inc., a Hong Kong-listed integrated cross-border seaborne logistics services provider, on its placing of 42,153,600 new shares under a general mandate, raising gross proceeds of approximately HKD139.11 million. The transaction involved compliance with the Hong Kong Listing Rules, an application for the listing of the placing shares, PRC regulatory filings and the coordination of legal work across the Cayman Islands, the PRC and the United States. The fundraising enabled LC Logistics to strengthen its capital base, pursue potential strategic acquisitions and support its general working capital requirements.*
• Advising China Castson 81 Finance Company Limited, a Main Board-listed investment company, on its proposed five-for-two rights issue to raise gross proceeds of up to approximately HKD51.93 million. The transaction involved a connected underwriting arrangement with a substantial shareholder, compensatory arrangements for unsubscribed rights shares and an application for a whitewash waiver under the Hong Kong Takeovers Code. The rights issue was structured to strengthen the client’s capital base, fund investments in listed and unlisted securities, including potential opportunities in new energy, artificial intelligence and digital assets, and support its general working capital requirements.*
• Advising Jinke Smart Services Group Co., Ltd., a H-share listed property management services provider, in connection with a revised unconditional mandatory cash offer and the proposed withdrawal of its listing from The Stock Exchange of Hong Kong Limited. The revised offer had a maximum cash consideration of approximately HKD2.33 billion at the enhanced offer price of HKD8.69 per share, and involved a conditional enhanced offer price, alternative conditional and unconditional acceptance mechanisms, a make-whole arrangement, a buyback option for shareholders who had accepted the initial offer, and a rollover option allowing accepting shareholders to retain an indirect interest in Jinke following the proposed delisting. The matter involved complex issues under the Hong Kong Takeovers Code and Listing Rules, including the regulatory requirements for the proposed delisting of a PRC-incorporated issuer without statutory compulsory acquisition rights, the treatment of employee benefit trust shares, Stock Connect shareholders and overseas shareholders, and measures designed to ensure even-handed treatment of shareholders.*
• Advising Shanshan Brand Management Co., Ltd., a Main Board-listed PRC menswear company, in connection with mandatory conditional cash offers for all its H shares and unlisted domestic shares not already owned or agreed to be acquired by the offeror and his concert parties. The offers were triggered after the offeror increased his interest in an intermediary holding company, resulting in the offeror and his concert parties becoming interested in approximately 39% of the listed issuer’s total issued shares. The matter involved complex issues under the Hong Kong Takeovers Code relating to the application of Rule 26.1 to different classes of listed and unlisted shares, separate offer and settlement arrangements under Hong Kong and PRC law, irrevocable non-acceptance undertakings, public float requirements and the independent board committee process. The independent board committee, having considered the independent financial adviser’s advice, recommended that independent shareholders should not accept the offers, which were made at substantial discounts to the prevailing market price and the listed issuer’s consolidated net asset value.*
• Advising Sany Heavy Equipment International Holdings Company Limited, a Hong Kong-listed manufacturer of mining, logistics, oil and gas, and emerging-industry equipment, on the restructuring of its extensive portfolio of continuing connected transactions following the listing of the H shares of Sany Heavy Industry Co., Ltd. The restructuring involved segregating the listed issuer’s existing transactions with the Sany Heavy group from those with its controlling shareholder and other associates, and establishing a comprehensive suite of framework agreements covering supporting services, procurement, product and energy sales, financial guarantees and equipment repurchases, property leases, utilities and after-sales services for the period ending 31 December 2027. The matter required detailed advice on transaction classification, aggregation, annual caps, pricing policies, internal controls, directors’ abstentions and independent shareholders’ approval under Chapter 14A of the Hong Kong Listing Rules, while preserving the operational arrangements supporting the client’s expansion into power batteries, lithium-ion energy storage, hydrogen energy and photovoltaic businesses.*
• Advising Chery Automobile Co., Ltd., a Main Board-listed automobile manufacturer, on the proposed adoption of its H Share Award Scheme in compliance with Chapter 17 of the Hong Kong Listing Rules. The scheme is designed to incentivise and retain the group’s core team, align the long-term interests of eligible directors and employees with those of the company and its shareholders, and promote the company’s long-term development. The mandate limit under the scheme comprises up to 174,258,136 H shares, representing approximately 3% of the company’s issued shares, with awards to be satisfied through treasury shares and/or existing H shares acquired by a professional trustee.*

* Denotes experience at a previous firm