Delpha Ho

Delpha’s practice is built on more than 25 years of experience advising on corporate and corporate finance transactions in Greater China. She has been a partner at Reed Smith Richards Butler since 1999, focusing on private and public M&A (including reverse takeovers that are deemed new listings on the Hong Kong Stock Exchange), corporate governance, secondary financing issues (equity, convertible, and debt securities), corporate and capital reorganisations, direct investment transactions, initial public offerings on the Hong Kong Stock Exchange, and post-listing advisory work (including work on listing resumption proposals and Exchange disciplinary proceedings).

Experience

Representative matters

Advising Road King Infrastructure Limited in relation to multiple issues of guaranteed senior notes and senior guaranteed perpetual securities and on (i) the tender offers in respect of the 6.7% guaranteed senior notes due 2024, 5.9% guaranteed senior notes due 2025, and 6.0% guaranteed senior notes due 2025 issued by RKPF Overseas 2019 (A) Limited and the 5.2% guaranteed senior notes due 2026 and 5.125% guaranteed senior notes due 2026 issued by RKPF Overseas 2020 (A) Limited (collectively, the Notes); and (ii) the consent solicitations in respect of the Notes and the 7.75% senior guaranteed perpetual capital securities issued by RKPF Overseas 2019 (E) Limited.

Advised Sinotrans Limited (a Hong Kong H-shares listed Chinese State-owned logistics company) in its CNY1,000 million 4.5% bond issue and its HK$1,715 million H share issue.

Advised Hong Kong listed Shenzhen International Holdings Limited (a Chinese State-owned group engaged in the investment, construction and operation of logistic infrastructure facilities and toll roads) in its issuance of US$300 million 4.375% senior notes due 2017 and its share placement that raised HK$1,936 million.

Advised Sinotrans Limited (a Hong Kong H-shares listed Chinese State-owned logistics company) in its CNY1,000 million 4.5% bond issue and its HK$1,715 million H share issue.

Advising Hong Kong listed China Smarter Energy Group Holdings Limited in its HK$700 million 3 months HIBOR plus 5.5% convertible bonds due 2015 to a wholly-owned Hong Kong subsidiary of Shanghai Electric Group Company Limited and its US$80 million 6% guaranteed secured convertible bonds issue to a number of Chinese institutional investors.

Advised Panda Green Energy Group Limited on an exchange offer for the Company’s outstanding US$350 million 8.25% senior notes (listed on the Singapore Stock Exchange) and issue of US$112 million 8% guaranteed senior notes, which were listed on The Stock Exchange of Hong Kong Limited (stock code: 40127).

Advised Panda Green Energy Group Limited on its issue of US$260 million 8% guaranteed senior notes, which also constituted a connected transaction of the Company.

Advised Arta TechFin Corporation Limited (“ARTA”) (Stock Code: 279) on the placing of shares to facilitate resumption of trading of its shares on the Hong Kong Stock Exchange (which was suspended for over 21 months) and other regulatory, employment and related issues.

Advising the audit committee of a China-based property management company focusing on smart city service on its investigation on transactions with its controlling shareholder of approximately RMB 1.8 billion.

Advised Road King Infrastructure Limited (stock code: 1098) on its very substantial disposal of its interests in four toll roads in China for a consideration of RMB 4.4 billion.

Acting for Giordano International Limited in relation to a HK$2.6 billion voluntary cash offer for its shares and options by Clear Prosper Global Limited, a subsidiary of Chow Tai Fook Nominee Limited.

Acting for Dah Chong Hong Holdings Limited in its HK$3billion privatization by CITIC Pacific Limited by way of a scheme of arrangement and delisting from the Stock Exchange of Hong Kong Limited.

Acting for Beta Dynamic Limited in relation to a HK$82 million hostile bid (in the form of a voluntary conditional cash offer) of Easy Repay Finance & Investment Limited.

A subsidiary of Shuifa Group Company Limited, a large PRC state-owned enterprise engaging in the operation of water projects, environment management and other business, on the acquisition of China Singyes Solar Technologies Holdings Limited, an energy company listed on Hong Kong Stock Exchange, for a consideration of HKD1.55 billion. This deal was awarded the Asia-Pacific Restructuring Deal of the Year 2020 by The Banker.

Advised Chu Kong Petroleum and Natural Gas Steel Pipe Holdings Limited in its issue of HK$62.7 million unlisted warrants as part of a HK$600 million debt rescheduling exercise, involving what we believe to be the first ever waiver granted by the Exchange of the 20% limit applicable to warrants under the Listing Rules.

Advised Plus Value International Limited in its acquisition of a controlling stake of, and a mandatory general offer for, all remaining shares in Hong Kong listed Hanbo Enterprises Holdings Limited which values Hanbo at approximately HK$685 million and related financing arrangements.

Advised Always Profit Development Limited in its voluntary offer for all the shares of Hong Kong listed EPI (Holdings) Limited which values EPI at approximately HK$633 million.

Advised Hong Kong listed Wai Kee Holdings Limited in relation to the formation with Landsea Holdings Corporation of a joint venture for the funding, development and operation of a property development project in California, USA involving total initial investment of US$192.5 million.

Advised Hong Kong listed Hsin Chong Construction Group Limited on its very substantial acquisition of a property development project (nearly 2 million sq m site held through seven Chinese companies) at approximately HK$7,504 million payable in cash and convertible preference shares and the raising of approximately HK$1,472 million by through a private placement of new shares and HK$857 million by rights issue, all closed simultaneously.

Advised Hong Kong listed China Smarter Energy Group Holdings Limited in its very substantial acquisition of two solar power stations in Gansu, China with aggregate annual production capacity of 100 MW for HK$620 million payable in cash and shares; and its proposed acquisition of two further similar sized solar power stations in the area from another seller for HK$500 million, subject to adjustment.

Advised Hong Kong listed North Asia Strategic Holdings Limited in its major acquisition of a mining consultancy business operator at HK$260 million.

Advised Hong Kong listed Group Sense (International) Limited in respect of its very substantial acquisition of the magnesium mining and production business of its parent, Hong Kong listed Century Sunshine Group Holdings Limited, valued at HK$1.9 billion.

Advised Sinotrans in its acquisition of China Merchants Logistics Holdings Company Limited from its indirect controlling shareholder, namely China Merchants Group Limited, for a consideration of RMB5,450 million settled by the issue and allotment of 1,442,683,444 Domestic Shares by Sinotrans. The acquisition constituted a major and connected transaction of Sinotrans.

Advised Southwest Securities (HK) Capital Limited (“SWSC”) as financial adviser to a number of parties in making a mandatory offer for shares of Hong Kong listed companies they seek to takeover.

Recognitions

Listed as Highly Regarded in IFLR1000 Global for Hong Kong Capital Markets: Equity, 2020-2024
Ranked in Chambers Global for China Corporate/M&A: Highly Regarded (International Firms), 2020-2021
Ranked in Chambers Greater China Region for China Corporate/M&A: Highly Regarded (International Firms): Hong Kong-based, 2020-2022