Announcement

Eric Chow & Co. in Association with Commerce & Finance Law Offices (“TSHK”) recently advised in a HK$510.25 million placement of shares of China XLX Fertiliser Ltd. (HKEx: 1866) (“China XLX Fert”). In this transaction, Go Power Investments Limited, a substantial shareholder of China XLX Fert, (the “Seller”) sold its 78.5 million shares at HK$6.50 per share on the Hong Kong Stock Exchange, comprising 56.5 million of top-up sale shares and 22 million sell-down sale shares. Upon completion of the placement, the Seller will subscribe for 56.5 million new shares from China XLX Fert, amounting to gross proceeds of approximately HK$367.25 million. CLSA Limited and Essence International Securities (Hong Kong) Limited acted as the Placing Agents in this transaction.

China XLX Fertiliser Ltd. is a high-efficiency fertiliser advocator principally engaged in developing, manufacturing, and selling of products such as urea and compound fertilisers in the PRC.

TSHK team was led by Eric Chow (Managing Partner) and Priscilla Lee (Partner), supported by Brandon Chow, Jessie Cheung (Senior Associate), Evelyn Cheung (Associate) and Jessica Yu (Trainee Solicitor).

Eric Chow & Co. in Association with Commerce & Finance Law Offices (“TSHK”) recently advised Hubei Port (Hong Kong) International Limited (“Hubei Port HK”) as the offeror in the HK$1.98 billion acquisition of 74.81% of the total issued share capital of China Infrastructure & Logistics Group Ltd. (HKEX: 1719) (“CILG”). The acquisition triggered an unconditional mandatory cash offer (the “Offer”) under the Hong Kong Takeovers Code and it involved a HK$200 million financing arrangement. We also assisted Hubei Port HK in handling valid acceptances in respect of a total of 221,719,396 offer shares at an offer price of HK$1.15 per offer share under the Offer, representing approximately 12.85% of the entire issued share capital of CILG. The Offer was successfully closed on 25 March 2022.

Hubei Port HK is indirectly controlled by the State-owned Assets Supervision and Administration Commission of the Wuhan Municipal People’s Government and China International Capital Corporation Hong Kong Securities Limited acted as the financial adviser to Hubei Port HK. The principal businesses of CILG including investment and development, operation and management of container and ports, as well as the provision of port related, logistic and other services including integrated logistics, port and warehouse leasing and the supply chain management and trading business.

TSHK team was led by Eric Chow (Managing Partner) and Priscilla Lee (Partner), supported by Brandon Chow, Jimmy Law (Associate), Kathleen Liu (Trainee Solicitor) and Sofia Long (Trainee Solicitor).

Eric Chow & Co. in Association with Commerce & Finance Law Offices (“TSHK”) advised Hubei Port (Hong Kong) International Limited (“Hubei Port HK”) in the acquisition of approximately 74.81% of the issued shares in China Infrastructure & Logistics Group Ltd. (HKEX: 1719) (“CILG”) at a consideration of HK$1.48 billion and the facility of up to HK$2 billion from China Merchants Bank Co., Ltd. for the acquisition. CILG is a listed company of the Main Board of The Stock Exchange of Hong Kong Limited. The completion of the acquisition took place on 18 January 2022 and triggered the requirement to make an unconditional mandatory cash offer under The Codes on Takeovers and Mergers.

The principal business of the CILG group is the investment in and development, operation and management of container and ports, as well as the provision of port related, logistic and other services including integrated logistics, port and warehouse leasing and the supply chain management and trading business. China International Capital Corporation Hong Kong Securities Limited acted as the financial adviser to Hubei Port HK, which is indirectly controlled by the State-owned Assets Supervision and Administration Commission of the Wuhan Municipal People’s Government.

Tongshang Hong Kong team was led by Eric Chow (Managing Partner) and Priscilla Lee (Partner), supported by Brandon Chow, Jimmy Law (Associate), Kathleen Liu (Trainee Solicitor) and Sofia Long (Trainee Solicitor).

Starting the new year with a bang, Eric Chow & Co. in Association with Commerce & Finance Law Offices (“Tongshang Hong Kong”), together with our PRC office, Commerce & Finance Law Offices (“Tongshang”), jointly represented Semk Holdings International Limited (‘Semk Holdings’, Stock Code: 02250.HK) on its listing on the Main Board of the Hong Kong Stock Exchange (“HKEx”) on 17 January 2022. Unaffected by the current market instability, the successful Hong Kong Public Offering of Semk Holdings recorded an over-subscription by approximately 6.31 times. Semk Holdings’s listing is yet another project completed by the collaboration between Tongshang and Tongshang Hong Kong and which we proudly provided a “one-stop shop” with comprehensive PRC and Hong Kong legal services to the sole sponsor and underwriters.

Tongshang and Tongshang Hong Kong acted as the PRC and Hong Kong legal advisors, respectively, to the Sole Sponsor, China Everbright Capital Limited, and the underwriters including but not limited to BOCOM International Securities Limited, China Everbright Securities (HK) Limited, CMBC Securities Company Limited, First Shanghai Securities Limited, Fosun Hani Securities Limited, Grand China Securities Limited, Guotai Junan Securities (Hong Kong) Limited etc.

Semk Holdings International Limited is the second largest domestic character IP company and ranked fifth among all character IP companies in China, in terms of character licensing revenue in 2020, and with a market share of around 2.4% according to Frost & Sullivan.

The Tongshang Hong Kong team was led by our Managing Partner Eric Chow and Partner Priscilla Lee. Other team members include Associates Jessie Cheung and Lawrence Tam, supported by Trainee Solicitors Angela Ng and Jessica Yu.

We continue to be one of the leaders in the Hong Kong IPO market. According to latest data from Ryanben Capital, Tongshang was the no. 1 legal adviser to PRC law in the Hong Kong IPO league table by deal volume in 2021. (January – December 2021).