A host of law firms – Norton Rose, Zhong Lun Law Firm, Legal Consulting, Conyers Dill & Pearman, Paul Hastings and Haiwen & Partners – recently advised on China Daye Non-Ferrous Metals Mining’s (China Daye’s) 5.8 billion yuan ($917 million) reverse takeover of Prosper Well Group (Prosper Well), which was deemed a new listing.
HKEx-listed China Daye purchased shares from Prosper Well, China Times Development and China Cinda (HK) Asset Management Co, and it issued new shares and convertible bonds.
China Daye retained Norton Rose, Zhong Lun Law Firm, Legal Consulting and Conyers Dill & Pearman for Hong Kong, PRC, Mongolia and Bermuda legal advice respectively.
J.P. Morgan, the sponsor and financial advisor, engaged Paul Hastings as its Hong Kong counsel and Haiwen & Partners for PRC law. The Paul Hastings team was led by partners Raymond Li and Catherine Tsang.
Prosper Well is the controlling shareholder of state-owned Daye Nonferrous Metals Co, which is the parent company of China Daye and China’s fifth-largest copper producer by capacity. China Daye is an investment holding company that specialises in corporate investment and trading in securities, mineral exploitation and non-ferrous metals.
“The transaction involved highly complicated legal and regulatory issues, including a reverse takeover involving a new listing application, a very substantial acquisition and connected transaction for China Daye under the Hong Kong listing rules, as well as a whitewash waiver application under the Hong Kong Takeovers Code,” said Li of Paul Hastings.
Hubei-headquartered Daye has been the target of many Chinese companies in recent years. Its smelting capacity and refining capacity in China reached 200,000 tonnes and 350,000 tonnes respectively. It purchases the bulk of its raw materials from local and overseas suppliers.
China Non-Ferrous owns copper, nickel, zinc, gold and bauxite mines in China, Zambia, Australia and Kyrgyzstan. ALB
Artemisia Ng is Senior Journalist at ALB. Followus on Twitter: @ALB_Magazine.
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