Guodian Technology & Environmental Group Co., Ltd. (“Guodian Kehuan”, stock code: 01296.HK) held a special shareholder meeting on May 20, 2022, and approved the privatization of Guodian Technology and Environmental Protection Co., Ltd. by Beijing Chunhui Qingyun Technology & Environmental Protection Co., Ltd. (“Chunhui Company”, a wholly-owned subsidiary of National Energy Investment Group Limited ("NEG") and Environmental Protection Co., Ltd. ("this privatization transaction") motion. Chunhui Company and Guodian Kehuan also issued a joint announcement on the same day announcing that all the prerequisites for this privatization transaction have been fulfilled. Accordingly, this privatization transaction has come into effect unconditionally, and Guodian Kehuan will complete the delisting of H-shares in due course.
Guodian Kehuan is a state-owned holding company incorporated in China. It is a state-owned enterprise mainly engaged in the business of environmental protection and energy-saving solutions, as well as the manufacturing and service of renewable energy equipment. With advanced technology and diversified business models, it has become a leading position in the domestic industry. Its H-shares are listed on the main board of the Hong Kong Stock Exchange, and the China National Energy Group, a state-owned enterprise, is its controlling shareholder and actual controller. Through this transaction, the relevant business integration of China Energy Group will be promoted, and the advantages and competitiveness of business development will be enhanced.
Based on the situation of Hong Kong's capital market and the needs of industry integration, many Hong Kong listed companies with Chinese capital background have implemented privatization arrangements in recent years. In 2022, 14 Hong Kong-listed companies have announced privatization arrangements, and Guodian Kehuan is the first listed company controlled by a central enterprise to complete the privatization arrangement. The privatization arrangement under this transaction involves multiple matters such as state-owned assets supervision, capital arrangement, and tax planning. It is necessary to fully consider the business objectives and future plans of all parties to the transaction, and formulate an optimal solution on the premise of legal compliance.
Tian Yuan as the Chinese legal advisor of China Energy Group, the offeror, has a professional team composed of partners Ma Yuntao, Xu Liang, and lawyers Lu Yun and Zhang Junkan, as well as CICC, the financial advisor of the project, and intermediaries such as Hong Kong lawyers and tax advisors, assisted the offeror to complete the privatization transaction. Tian Yuan provided full legal services for this project, and the work completed included formulating a privatization plan, drafting transaction documents, tax planning plan demonstration, application for domestic approval procedures, compliance solutions, etc.
With the existing international cooperation policies and cross-border transaction supervision becoming more and more complex, the capital market team of Tian Yuan aims to provide comprehensive solutions for clients' cross-border capital market transaction vision, so as to achieve the best transaction results.
- Capital Markets & Securities