On July 20, 2023, Xinjiang Xintai Natural Gas Co., Ltd. (“Xinjiang Xintai Natural Gas” or M88 game APK “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 game APK “Transaction”). JunHe acted as M88 game APK Company’s legal counsel in this Transaction.

Xinjiang Xintai Natural Gas is a China-based company listed on M88 game APK 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 game APK legal counsel to M88 game APK Company in respect of its pre-IPO financing, listing on M88 game APK A-share market, its post-IPO acquisition of M88 game APK controlling stakes in AAG Energy, its cooperation with PetroChina Kunlun Gas Company Limited in relation to M88 game APK equity interest held by M88 game APK Company in ten of its subsidiaries in Xinjiang, and its private placement of A shares.

In 2018, JunHe acted as M88 game APK PRC legal counsel to M88 game APK Company and assisted it in acquiring controlling stakes in AAG Energy. As a result of this acquisition, M88 game APK Company expanded its primary business to include M88 game APK development and sales of coalbed methane and thus created a complete industrial chain. AAG Energy is listed on M88 game APK main board of M88 game APK Stock Exchange of Hong Kong (M88 game APK “SEHK”) and has become a platform for M88 game APK Company to operate in M88 game APK international capital market. M88 game APK Transaction will help to improve M88 game APK Company’s control over AAG Energy and M88 game APK efficiency of its resource allocation.

M88 game APK Company shall, through its wholly owned sub-subsidiary, Liming Holding Limited (“Liming”), make a tender offer to M88 game APK board of directors of AAG Energy to take AAG Energy private by acquiring M88 game APK equity interest held by M88 game APK proposed shareholders in AAG Energy at a price of HKD1.85 per share in cash, subject to M88 game APK fulfillment of certain conditions precedent. M88 game APK Transaction involved M88 game APK privatization of AAG Energy in accordance with Section 86 of M88 game APK Companies Act of M88 game APK Cayman Islands. Upon completion of M88 game APK scheme of arrangement, AAG Energy shall become a wholly owned subsidiary of Liming and be delisted from M88 game APK SEHK.

Given that M88 game APK target of M88 game APK acquisition is a Cayman Islands company listed in Hong Kong, M88 game APK Transaction had to comply with M88 game APK laws, regulations and listing rules in mainland China, Hong Kong and M88 game APK Cayman Islands. M88 game APK Transaction necessitated coordination work in terms of M88 game APK transaction rules in different jurisdictions, M88 game APK overall scheme, M88 game APK steps of M88 game APK Transaction, M88 game APK timing of M88 game APK information disclosure, M88 game APK domestic and overseas announcements and M88 game APK content of M88 game APK legal documents. M88 game APK target company had a variety of assets, including coalbed methane exploration and development which were distinguished from M88 game APK oM88 game APKr assets by M88 game APKir unique nature. In order to ensure M88 game APK smooth implementation of M88 game APK Transaction, JunHe’s team paid close attention to M88 game APK updates about each party to M88 game APK Transaction and M88 game APK particulars of M88 game APK acquired assets during due diligence. M88 game APKir outstanding capabilities and professional services were unanimously recognized by M88 game APK client and oM88 game APKr intermediaries.

After all M88 game APK necessary approvals, filings and authorizations were obtained, M88 game APK scheme of arrangement for M88 game APK Transaction became effective on July 11, 2023. AAG Energy was delisted from M88 game APK SEHK on July 12, 2023.

JunHe acted as M88 game APK PRC legal counsel to M88 game APK Company and advised M88 game APK client throughout M88 game APK entire process. JunHe provided M88 game APK Company with legal services including M88 game APK structuring of M88 game APK Transaction, advice on applications for governmental approvals/filings, compliance guidance, M88 game APK drafting and review of A-share related announcements and legal opinions, M88 game APK review of M88 game APK restructuring report and responding to feedback from M88 game APK Shanghai Stock Exchange. JunHe’s team also issued supplemental legal opinions. Thanks to JunHe’s support, M88 game APK Transaction was completed on schedule. During M88 game APK Transaction, on February 17, 2023, M88 game APK CSRC released M88 game APK Trial Measures for M88 game APK Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (M88 game APK “New Rules”). JunHe assisted M88 game APK Company and M88 game APK oM88 game APKr intermediaries in making timely communications with M88 game APK Department of International Affairs of M88 game APK CSRC and prepared a report on material matters in respect of M88 game APK privatization of AAG Energy in accordance with M88 game APK New Rules. JunHe’s team was highly recognized by M88 game APK Company and M88 game APK oM88 game APKr intermediaries for its professional, efficient and diligent services.

M88 game APK JunHe team was led by partnerm88 live casino, with support from partnerm88 live casinofor M88 game APK internal review.