Norton Rose Fulbright advises on HK$216.5 million placing of new shares of CNQC International

Business January 14, 2016

Global law firm Norton Rose Fulbright has advised on the placing of 90,202,500 new shares (the “Placing Shares”) in CNQC International Holdings Limited (“CNQC International”) at HK$2.40 per share, which amount to a gross proceed of approximately HK$216.5 million (the “Placing”).

CNQC International is a Hong Kong listed company principally engaged in the foundation and machinery leasing businesses in Hong Kong and Macau as well as the property development and construction businesses in Singapore.

The Placing Shares were issued pursuant to a specific placing mandate obtained in the extraordinary general meeting of CNQC International convened earlier in October 2015 in connection with the reverse takeover (the “RTO”) of the Singaporean business by CNQC International from its controlling shareholder, Guotsing Holding Company Limited (“Guotsing Holdco”).

This transaction also involved a simultaneous conversion (the “Conversion”) of 270,000,000 convertible preference shares (the “CPS”) of the Company that were allotted and issued to Guotsing Holdco as part of the consideration of the RTO into ordinary shares (the “Conversion Shares”) of the Company on a conversion ratio of 1:1.

The Placing Shares represent 13.66% of the total shares issued as enlarged by the Placing and the Conversion. The 270,000,000 Conversion Shares allotted to New Guotsing Holdco represent approximately 40.90% of the issued Shares as enlarged by the Placing and the Conversion.

The Hong Kong Securities and Futures Commission had previously granted a whitewash waiver to Guotsing Holdco pursuant to Note 1 on dispensation from Rule 26 of the Takeovers Code, thus Guotsing Holdco is not required to make a mandatory offer, which would otherwise be required as a result of the Conversion.

BMI Securities Limited and Guotai Junan Securities (Hong Kong) Limited were the placing agents in the Placing.

The team in Hong Kong was led by partner Psyche Tai, assisted by senior associate Vicky Lam, and associates Marco Cheng and Charles Lam.

For further information please contact:

Agnese Rone, Marketing and Communications Executive, Asia
Tel: +852 3405 2445

Notes for editors:

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