O’Melveny Advises BOCOM Asia in Connection with Qingdao Holdings’ US$305 Million Acquisition

June 10, 2021


HONG KONG—June 10, 2021—O’Melveny recently advised BOCOM International (Asia) Limited, as financial advisor to Qingdao Holdings International Limited (499.HK), in connection with the company’s acquisition of an 81.91% stake in Qingdao Rural Construction Finance Leasing. The deal constitutes an “extreme very substantial acquisition” (EVSA) and a connected transaction under the listing rules of the Hong Kong Stock Exchange. It involves an issue of approximately HK$2.2 billion (approximately US$284 million) convertible bonds under specific mandate to satisfy part of the consideration and a rights issue of approximately HK$194.7 million (approximately US$25 million) worth of shares to fund the payment of the remaining of the consideration. The total consideration for the acquisition is approximately US$305 million.

Qingdao Rural Construction Finance is a financial leasing company and is principally engaged in the provision of financial leasing and factoring services in the PRC.

Since the Hong Kong Stock Exchange revised the definition of reverse takeovers and codified the EVSA transaction type in October 2019, there have been few EVSA M&A transactions conducted by a HKSE listed company. In order to conduct an EVSA, an issuer must appoint a financial advisor to conduct due diligence akin to what a sponsor must undergo vis-à-vis an issuer in an IPO transaction. The O’Melveny team was involved in all aspects of the project and advised BOCOM Asia onHong Kong laws, including the scope of the due diligence, among other things.

The deal was led by Hong Kong corporate partner Edwin Kwok, with support from Hong Kong counsel Lillian Cheung, trainee solicitor Ronald Lam, legal consultant Tiffany Liu, and paralegal Peiji Yu.

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Christopher Rieck
O’Melveny & Myers LLP
+1 212 326 2218

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