O’Melveny Worldwide

O’Melveny Completes China VAST Going Private Transaction

December 7, 2022



HONG KONG, DECEMBER 7, 2022 — O’Melveny recently represented China Vast Industrial Urban Development (6166.HK) and its controlling shareholder, Profit East Limited, in its privatization by China Jinmao Holdings Group Limited (817.HK) and delisting from the Hong Kong Stock Exchange.

In one of the largest completed privatizations of a Cayman Hong Kong-listed company of 2022, China Jinmao completed an all-cash take private transaction of China VAST at a total consideration of US$285 million (approximately HK$2.2 billion). The transaction was conducted by way of a scheme of arrangement under Section 86 of the Companies Act of the Cayman Islands. China VAST was delisted from the Hong Kong Stock Exchange on December 6, 2022. As part of the proposed transaction, Profit East will retain a 9.9% equity interest in China VAST upon completion of the take private under a rollover arrangement. This is the second completed privatization transaction involving a Hong Kong listed company incorporated in the Cayman Islands following the recent abolishment of the “headcount” test for members’ scheme of arrangements in the Cayman Islands.

A large-scale industrial town developer, China VAST is a longtime client of O’Melveny. Last year, the firm represented China VAST and its major shareholder in a US$314 million share sale and convertible bond subscription to Jinmao.  In 2019, O’Melveny represented China VAST in the offering of US$180 million notes, and subsequently the team assisted China VAST in the successful repurchase and redemption of those outstanding notes.

The O’Melveny team for the going private transaction of China VAST was led by Hong Kong corporate partner Edwin Kwok, with support from associates Edward Poon, Yuki Tsang, Cherry Ma and trainee solicitor Jeffrey Hang.

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Shannon Lynch
O’Melveny & Myers LLP
+1 212 326 2218

Chris Schob
O’Melveny & Myers LLP
+86 21 2307 7000