KC Mok

KC has been a partner at Richards Butler since 2001. He obtained his LL.B. from King’s College London in 1991. He joined Richards Butler Hong Kong in 1992, qualifying in Hong Kong in 1994 and England and Wales in 1995. His practice primarily comprises mergers and acquisitions and equity capital markets transactions. From 1997 to 2000, KC worked as a banker in the investment banking arm of ABN AMRO on ECM and M&A transactions in Hong Kong, the PRC, Taiwan, Singapore, and the Philippines. He is fluent in Chinese (Mandarin and Cantonese) and English.

Experience

Representative matters

Acting for HKEx-listed Guangdong Investment Limited (stock code: 270) on its group realignment and shareholding consolidation exercise with a HK$543 million in-specie distribution of shares in another HKEx-listed company, Guangdong Land Holdings Limited (stock code: 124). The exercise would have triggered a mandatory general offer obligation under the Hong Kong Takeovers Code, if not for the team successfully obtaining two waivers from the Securities and Futures Commission.

Acting for HK-listed Hans Energy Company Limited (as buyer) on its acquisition of Bravo Transport Holdings Limited (the holding company of Citybus, being the operator of two bus franchises in Hong Kong), from PE fund Templewater Bravo Holdings Limited and Ascendal Bravo Limited (part of a group which operates regional bus services in the UK and South America), for an aggregate consideration of approximately US$627 million (with the benefit of a mandatory put option). Citybus runs more than 1,700 buses over 200 franchised bus routes in Hong Kong and employs more than 5,000 people, making it one of the largest private sector employers in Hong Kong. We have successfully persuaded, first, the Listing Division, and subsequently, the Listing Committee of the Hong Kong Stock Exchange, that the deal falls into the Extreme Transaction category, i.e. it does not constitute a back-door listing – a truly rare feat!

Acting for Henan Jinma Energy Company Limited (a company listed on the Main Board of the Hong Kong Stock Exchange) in respect of its application to spin-off its subsidiary Henan Jinyuan Hydrogenated Chemicals Co., Ltd. for separate listing, and advised Henan Jinyuan Hydrogenated Chemicals Co., Ltd. for its IPO on the Main Board of the Hong Kong Stock Exchange. This IPO was awarded Equity Capital Market Deals of the Year 2023 by China Business Law Journal.

Acted for a long-time Hong Kong listed company client with respect to a Hong Kong Stock Exchange regulatory investigation / delisting procedure as well as a concurrent SFC investigation.

Represented on independent committee of a listed company in handling an investigation by the Hong Kong Stock Exchange and reached a settlement successfully.

Advising GDH Limited on its sale and transfer of the controlling stake in HKEx-listed Guangdong Tannery Limited to Nam Yue (Group) Company Limited and obtained a waiver from the mandatory general offer obligation under the Takeovers Code. GDH also waived certain loans to Guangdong Tannery in the aggregate amount of approximately HK$160 million. The market price valued Guangdong Tannery at approximately HK$565 million.

Acted for a consortium comprising Templewater – Investec Funds, Hans Energy Company Limited (HKEx listed) and transport group Ascendal Group Limited on the HK$3.2 billion (USD 410 million) acquisition of New World First Bus and Citybus, two of the five franchised bus services in Hong Kong.

Advised Shandong Heavy Industry Group (the holding company of the A + H listed Weichai Power Co Ltd) on its acquisition of China National Heavy Duty Truck Group, the controlling shareholder of the HKEx listed Sinotruk (Hong Kong) Limited. This was a difficult engagement as it required a waiver from both the Hong Kong SFC under the Takeovers Code and CSRC of China for the respective general offer obligations as well as obtaining anti-monopoly clearance in China. The market price valued Sinotruk at approximately HK$40 billion.

Advising Weichai Power Co. Ltd. (stock code: 2338) on its RMB13 billion (US$2 billion) new A share issue.

Advising Sinotruk (Hong Kong) Ltd (stock code: 3808) on the RMB7 billion (US$1.08 billion) new share placement of its Shanghai listed subsidiary Sinotruk Jinan Truck Co., Ltd

Acting for CMBC International Capital Limited (as IPO sponsor and global coordinator) in relation to the IPO of Newborn Town Inc. (a mobile app developer and mobile advertising platform services provider powered by AI technologies) on the Main Board of the Hong Kong Stock Exchange. With the public offering being over-subscribed by 1,441 times, this was the most over-subscribed IPO in Hong Kong in 2019.

Acted as the Hong Kong legal advisers to Jinma Energy in respect of the listing of its H shares on The Stock Exchange of Hong Kong Limited by way of a HK public offer and a global offering

Advising Guangdong Investment Limited (HKEx listed) on its US$432 million acquisition of the controlling interest in Guangdong Land Holdings Limited (HKEx listed), having also secured a waiver from the mandatory offer obligation under the Hong Kong Takeovers Code. This case was difficult as the regulators were asked to waive a general offer obligation involving two listed companies with two separate sets of independent shareholders and conflicting interests.

Advising Hong Kong listed Peak Sport Products Co., Ltd (and its controlling shareholder) on the US$310 million privatisation offer and delisting of Peak Sports and its US$321 million acquisition loan financing.

Regularly advising New Times Energy Corporation Limited (HKEx listed) including its two open offers and share placement aggregating US$124 million, a capital reduction exercise and, the share subscription by Chow Tai Fook Enterprise group (the parent of the HKEx listed New World group) of a controlling stake in New Times with a Whitewash waiver from the mandatory offer obligation under the Takeovers Code.

Assisted China Electronics Optics Valley Union Holding Company (HKEx listed) on its acquisition of the electronic information technology industrial park project from China Electronics Corporation Holding (HKEx listed) and the issue of consideration shares and further new shares (constituting a controlling interest) to CECH (subject to the Securities and Futures Commission granting its whitewash waiver for the general offer obligation) and the placing of further new shares to third parties (aggregating HK$3.2 billion), and the disposal by Optics Valley of two property projects to Hubei Science & Technology Investment Group (aggregating HK$654 million), such disposals constituted Special Deals under the Hong Kong Takeovers Code.

Acted for Guangdong Investment Limited (HKEx listed) in its acquisition of the Xingliu Expressway (from Guangdong Province and Guangxi to the south-eastern coastal areas of China measuring over 152km) and six water supply plants and one sewage treatment plant and five waterworks construction companies (in Guangxi and Jiangsu Province, the PRC) for HK$3.7 billion.

Advised Tristate Holdings Limited (HKEx listed) in its acquisition of the Italian garment brand “C.P.Company” for HK$160 million.

Advised Hong Kong listed Man Sang International Limited on its spin-off by way of Introduction and separate listing of Man Sang Jewelry Holdings Limited on the Hong Kong Stock Exchange.

Advised Hong Kong listed Wison Engineering Services Co. Ltd. on its suspension and resumption of trading proposal and Wison and its controlling shareholder in relation to a proposed takeover offer for Wison.

Advised Hong Kong listed Tristate Holdings Limited in the full transition of its Jack Wolfskin branded outdoor garment business in the PRC to Jack Wolfskin Ausrüstung für Draussen GmbH & Co. KgaA (a German outdoor wear and equipment producer), a portfolio company of The Blackstone Group L.P., with a three-year earn-out structure.

Advised Hong Kong listed China South City Holdings Limited’s subscription of US$22.5 million 7,058,824 redeemable series B preferred convertible shares in Makepolo Inc.. Makepolo was founded in 2006 in the PRC and is one of the largest B2B procurement search and data platforms in the PRC.

Advised Guangdong Investment Limited’s acquisition from China Water Industry Group Limited (both companies are Hong Kong Stock Exchange listed) of a 70% interest in a company engaged in water testing, installation of water supply facilities and provision of water supply in China.

Advised Profit Summit Investments Limited on its US$284 million pre-IPO guaranteed secured exchangeable note issue. Profit Summit’s owner is a co-founder and shareholder of WH Group Limited (formerly Shuanghui International Holdings Limited), which acquired the U.S. based Smithfield Foods, Inc. in 2013 and became the largest pork company in the world.

Advised Hong Kong listed Kingway Brewery Holdings Limited (one of the four listed companies controlled by the Guangdong Provincial Government of China) in relation to the divestment, through an international bidding process, of its entire brewery assets to China Resources Snow Breweries Limited for US$863 million. China Resources Snow Breweries Limited is a joint venture between China Resources and SABMiller PLC.

Advised Hong Kong listed China South City Holdings Limited on Tencent Holdings Limited's acquisition of 13% of China South City's enlarged share capital for US$303.5 million.

Advising Huili Resources (Group) Limited (a nickel oriented diversified metal mining and ore processing company) in relation to its pre-IPO exchangeable bond issue to CCB International Asset Management Limited and acted for Huili Resources on its eventual IPO on the Main Board of the Hong Kong Stock Exchange. It was among the first batch of mining/mineral companies listed pursuant to the then new Mineral Companies rules.

Advised Hong Kong listed VTech Holdings Limited in the establishment of its employee Share Purchase Trust (including the structuring of the Hiring Incentives to Restore Employment Act (HIRE Act) of the United States portion).

Acted for BOCI Leveraged and Structured Finance Limited in its pre-IPO equity and derivatives investments (which were made in connection with a loan facility) in Tianhe Chemicals Group Limited.

Advised Hong Kong listed King Stone Energy Group Limited on its proposed very substantial acquisition of two coal mines for HK$3.54 billion.

Acted for China Zhongwang Holdings Limited and its shareholder in relation to its secured exchangeable note issue to Olympus Capital, and on the reorganisation and eventual listing of China Zhongwang Holdings, which was the largest IPO in the world in the first half of 2009.

Advised BNP and the underwriters on the Hong Kong listing of Chigo Holding Limited, the fourth largest air-conditioning products manufacturer in the PRC; and subsequently acted for Chigo Holding Limited on its placing of warrants.

Advised Weichai Power Co. Ltd. (a PRC state-owned enterprise) on its H share listing on the Hong Kong Stock Exchange, and its general offer for shares (through a merger by absorption) of Torch Automobile Group Co., Ltd. (a then PRC listed company), which was the precedent case in the PRC securities market, and Weichai Power's A share listing on the Shenzhen Stock Exchange (one of the two stock exchanges in the PRC).

Acted for Beijing Jingkelong Company Limited's (a PRC state-owned enterprise) listing on the Hong Kong Stock Exchange.

Advised Hong Kong listed Tristate Holdings Limited (a company controlled by the Wang family) on its general offer in Thailand of Hua Thai Manufacturing Co Ltd, a company listed on the Stock Exchange of Thailand.

Advised on the proposed privatisation by way of scheme of arrangement of Guangdong Tannery Limited (a member of the Guangdong Group of the Guangdong Provincial Government).

Advised Solomon Systech (International) Limited, a leading mobile display IC designer and manufacturer, on its IPO.

Advised China Infrastructure Machinery Holdings Limited in relation to its issue of warrant and mezzanine financing from DBS Private Equity, and on the issuer's eventual IPO.

Advised the Hong Kong listed Hong Kong Resort Group on its spin-off and IPO of Hanison Construction Holdings Limited on the Hong Kong Stock Exchange.

Advised Hong Kong listed Kingway Brewery Holdings Limited's (a member of the Guangdong Group of the Guangdong Provincial Government) rights issue.

Acted on the IPO of the Hong Kong listed Lai Fai International Holdings Limited, and subsequently acted for the Softbank Corp on the privatisation offer of this listed issuer.

Advised the Cha Family in relation to the privatisation of The Mingly Corporation on the Hong Kong Stock Exchange.

Advised Citicorp on the listing and offering of shares of Luk Fook Holdings (International) Limited, a leading jewelry retail chain in Hong Kong and the PRC.