JunHe Advises ZG Group’s De-SPAC Listing on the Main Board of the Hong Kong Stock Exchange

On March 10, 2025, ZG Group was listed on the Main Board of the Stock Exchange of Hong Kong Ltd. (HKEX) with the stock code 6676 through a de-SPAC transaction with Aquila Acquisition Corporation (Aquila), a special purpose acquisition company. ZG Group is the first enterprise in mainland China to be listed in Hong Kong via a de-SPAC transaction. As the PRC legal counsel to the joint sponsors, JunHe provided comprehensive legal services to the clients with respect to the de-SPAC listing of ZG Group. 

Established in 2012, ZG Group provides one-stop B2B services for the entire steel trading chain by connecting key players in the steel trading industry to its digital platform. This includes online steel trading, logistics, warehousing and processing, SaaS products, and big data analysis. As measured by the online steel transaction volume in 2023, ZG Group operates the largest digital platform for third-party steel transactions in China.

The project was unique due to its innovativeness and complexity:

1. It was the first Chinese mainland enterprise to be listed on HKEX via a de-SPAC transaction;

2. It involved numerous reviews by regulatory authorities such as the China Securities Regulatory Commission, HKEX, and the Hong Kong Securities and Futures Commission. JunHe assisted in communicating with these regulatory authorities and responding to their inquires based on Chinese law;

3. Considering the complexity of the de-SPAC transaction structure, JunHe assisted the joint sponsors, ZG Group and the other intermediaries in preparing filing materials according to the new overseas listing regulations. JunHe responded to the inquiries raised by the China Securities Regulatory Commission regarding the novel transaction arrangements;

4. ZG Group’s business involves multiple domestic regulatory lines and areas. JunHe supported and participated in the compliance analysis and responded to inquiries from the relevant regulatory authorities. 

JunHe’s team received high recognition and praise from the clients, ZG Group and the other intermediaries for their professional and efficient legal services.

Partner WANG, Yi led the JunHe team and partners SUN, Xiaojia and ZHU, Chong were responsible for the specific work. Partner YI, Yisong provided support for the internal control matters.