On January 26, 2022, Xiamen C&D Inc. (600153,SH) and Samson Group (00731,HK) announced that Xiamen C&D Paper & Pulp Co., Ltd. (“C&D Paper”), a wholly owned subsidiary of Xiamen C&D Inc., had closed the acquisition of Samson Group and obtained the right of control over the group. Trading of Samson Group on the Hong Kong Stock Exchange resumed after it had been suspended on July 2, 2020.
Xiamen C&D’s two major business areas are supply chain operations and property development . Its supply chain operations involve industries such as pulp paper and iron and steel, and the company has established business relationships with 170 countries and regions. Founded in 1992, C&D Paper has evolved into a specialized supply chain operator of forest-pulp paper, and has 50 branches and/or representative offices at home and abroad. Established in 1965, Samson Group is the only listed company in Hong Kong that both trades and manufactures paper-based products. Yuantong Paper (Shandong) Co., Ltd. (“Yuantong Paper”) is the central vehicle of production and operations under the flagship of Samson Group. The bankruptcy reorganization of Yuantong Paper was a key step in this transaction. The success of the bankruptcy reorganization of Yuantong Paper within a limited period influenced the successful resumption of trading of Samson Group on the Hong Kong Stock Exchange and the liquidation proceedings of Samson Group, and directly related to the outcome that C&D Paper intended for this transaction. On December 30, 2020, Yuantong Paper entered bankruptcy and liquidation proceedings, and on April 20, 2021, it was redirected to the bankruptcy and reorganization proceedings with the court’s approval; on August 1, 2021, the reorganization plan was approved by a court ruling and became effective; and on October 11, 2021, the reorganization plan was fully enforced. The success in the reorganization of Yuantong paper played a crucial role in the resumption of trading of Samson Group and the termination of liquidation proceedings against Samson Group by the BVI court.
As Chinese legal counsel to C&D Paper, JunHe assisted C&D Paper in determining the overall acquisition plan and the approach to enforce it, drafted the reorganization plan for Yuantong Paper and made the anti-monopoly notification of undertaking concentration, and advised on the bankruptcy, reorganization and resumption of trading on the stock exchange.
The lead partner was SANG, Binxue. Partner YANG, Li advised on the bankruptcy and reorganization and Partner GONG, Mingfang advised on the anti-monopoly notification of the undertaking concentration. Partners YE, Yurong and NIU, Yuandong contributed in respect to the Hong Kong Stock Exchange listing rules and overseas M&As.