On July 20, 2023, Xinjiang Xintai Natural Gas Co., Ltd. (“Xinjiang Xintai Natural Gas” or M88 app “Company”, stock code: 603393.SH) paid a total consideration of around HKD 2.704 million for taking AAG Energy Holdings Limited (“AAG Energy”, stock code: 2686.HK) private by way of a scheme of arrangement (M88 app “Transaction”). JunHe acted as M88 app Company’s legal counsel in this Transaction.
Xinjiang Xintai Natural Gas is a China-based company listed on M88 app A-share market. It is primarily engaged in urban natural gas transmission, distribution and sales, home installation and coalbed methane mining. Since 2012, JunHe has served as M88 app legal counsel to M88 app Company in respect of its pre-IPO financing, listing on M88 app A-share market, its post-IPO acquisition of M88 app controlling stakes in AAG Energy, its cooperation with PetroChina Kunlun Gas Company Limited in relation to M88 app equity interest held by M88 app Company in ten of its subsidiaries in Xinjiang, and its private placement of A shares.
In 2018, JunHe acted as M88 app PRC legal counsel to M88 app Company and assisted it in acquiring controlling stakes in AAG Energy. As a result of this acquisition, M88 app Company expanded its primary business to include M88 app development and sales of coalbed methane and thus created a complete industrial chain. AAG Energy is listed on M88 app main board of M88 app Stock Exchange of Hong Kong (M88 app “SEHK”) and has become a platform for M88 app Company to operate in M88 app international capital market. M88 app Transaction will help to improve M88 app Company’s control over AAG Energy and M88 app efficiency of its resource allocation.
M88 app Company shall, through its wholly owned sub-subsidiary, Liming Holding Limited (“Liming”), make a tender offer to M88 app board of directors of AAG Energy to take AAG Energy private by acquiring M88 app equity interest held by M88 app proposed shareholders in AAG Energy at a price of HKD1.85 per share in cash, subject to M88 app fulfillment of certain conditions precedent. M88 app Transaction involved M88 app privatization of AAG Energy in accordance with Section 86 of M88 app Companies Act of M88 app Cayman Islands. Upon completion of M88 app scheme of arrangement, AAG Energy shall become a wholly owned subsidiary of Liming and be delisted from M88 app SEHK.
Given that M88 app target of M88 app acquisition is a Cayman Islands company listed in Hong Kong, M88 app Transaction had to comply with M88 app laws, regulations and listing rules in mainland China, Hong Kong and M88 app Cayman Islands. M88 app Transaction necessitated coordination work in terms of M88 app transaction rules in different jurisdictions, M88 app overall scheme, M88 app steps of M88 app Transaction, M88 app timing of M88 app information disclosure, M88 app domestic and overseas announcements and M88 app content of M88 app legal documents. M88 app target company had a variety of assets, including coalbed methane exploration and development which were distinguished from M88 app oM88 appr assets by M88 appir unique nature. In order to ensure M88 app smooth implementation of M88 app Transaction, JunHe’s team paid close attention to M88 app updates about each party to M88 app Transaction and M88 app particulars of M88 app acquired assets during due diligence. M88 appir outstanding capabilities and professional services were unanimously recognized by M88 app client and oM88 appr intermediaries.
After all M88 app necessary approvals, filings and authorizations were obtained, M88 app scheme of arrangement for M88 app Transaction became effective on July 11, 2023. AAG Energy was delisted from M88 app SEHK on July 12, 2023.
JunHe acted as M88 app PRC legal counsel to M88 app Company and advised M88 app client throughout M88 app entire process. JunHe provided M88 app Company with legal services including M88 app structuring of M88 app Transaction, advice on applications for governmental approvals/filings, compliance guidance, M88 app drafting and review of A-share related announcements and legal opinions, M88 app review of M88 app restructuring report and responding to feedback from M88 app Shanghai Stock Exchange. JunHe’s team also issued supplemental legal opinions. Thanks to JunHe’s support, M88 app Transaction was completed on schedule. During M88 app Transaction, on February 17, 2023, M88 app CSRC released M88 app Trial Measures for M88 app Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (M88 app “New Rules”). JunHe assisted M88 app Company and M88 app oM88 appr intermediaries in making timely communications with M88 app Department of International Affairs of M88 app CSRC and prepared a report on material matters in respect of M88 app privatization of AAG Energy in accordance with M88 app New Rules. JunHe’s team was highly recognized by M88 app Company and M88 app oM88 appr intermediaries for its professional, efficient and diligent services.
M88 app JunHe team was led by partnerQU, Huiqing, with support from partnerm88 live casinofor M88 app internal review.
