Special legal services for the loan review stage of the acquisition of Hong Kong Hehe Highway Infrastructure Co. Ltd. by Shenzhen Investment Holdings Co. Ltd.

The China Development Bank Shenzhen branch intended to provide a loan for Shenzhen Investment Holding Co. Ltd. to acquire the equity of Hehe Highway Infrastructure Co. Ltd., involving an amount of approximately HK$ 9.3 billion or equivalent US dollars. Hylands Law Firm, together with Hong Kong’s NG & Shum Law Firm and BVI Ogier Law Firm, as special legal advisors for the project, provided special legal services for the bank at the loan review stage.

The services provided for the project mainly included legal due diligence, legal risk judgment and prevention suggestions; providing an examination of the entity qualification and legal status of the borrower and guarantor in the jurisdiction of registration; Examining the legality of loan use and repayment sources and providing legal advice; providing legal advice on the impact of taxation, dispute resolution, legal options, etc. on loans; coordinating Hong Kong attorneys and BVI attorneys to issue legal opinions; examining the legal risks associated with the project and proposing implementation measures based on the specific circumstances of the project; reviewing and translating the opinions of Hong Kong attorneys and BVI attorneys, and completing the Summary of Legal Opinions of External Attorneys for Loan Review of International Credit Projects by the standard legal due diligence checklist template and the legal due diligence results of overseas attorneys.

One of the highlights of the project was that the loan was used to pay the price of the M&A project of shares. During the review stage, the legal team not only paid attention to the basic information of the borrower and the guarantor, the guarantee method, the approval procedures, the dispute resolution, and other regular questions but also focused on the M&A background, changes in transaction structure and equity, self-raised funds, financing model, major risks of the acquired company and other matters related to the project, to learn about the overall legality and compliance of the project and avoid loan risks.