S&C Advises Financial Advisers in Haier Smart Home’s Privatization of Haier Electronics Group

September 18, 2020

Haier Smart Home Co., Ltd. (Haier Smart Home), listed on the Shanghai Stock Exchange and the China Europe International Exchange AG D-Share Market on the Frankfurt Stock Exchange, announced a proposal to privatize its Hong Kong-listed subsidiary, Haier Electronics Group Co., Ltd. (Haier Electronics Group), by way of a scheme of arrangement. Under the proposal, scheme shareholders of Haier Electronics Group would be entitled to new H shares to be issued by Haier Smart Home and cash payment from Haier Electronics Group for every scheme share cancelled. This privatization proposal is one of the largest announced privatization for a Hong Kong-listed company so far this year, valued at approximately $7.21 billion.
 
As part of the privatization proposal, Haier Smart Home has made an application for listing of its new H shares on the Hong Kong Stock Exchange by way of introduction. Upon completion of the transaction, Haier Smart Home will be listed on three major stock exchanges.
 
Haier Smart Home is a global leading provider of home appliances and a pioneer of smart home solutions, consistently ranked the first among major home appliances companies globally from 2011 to 2019 in terms of retail volume. As Haier Smart Home is a dual-listed company while Haier Electronics Group is a Hong Kong-listed company and the proposal involves privatization of Haier Electronics Group, concurrent H shares listing of Haier Smart Home and restructuring of certain listed exchangeable bonds issued by a member of Haier Smart Home, this transaction is complex and requires a multitude of regulatory, court and shareholders' approvals to be implemented.
 
S&C advised China International Capital Corporation Hong Kong Securities Limited (CICCHKS) and J.P. Morgan Securities (Asia Pacific) Limited, joint financial advisers to Haier Smart Home, and CICCHKS and J.P. Morgan Securities (Far East) Limited, joint sponsors in respect of the listing application of Haier Smart Home, on Hong Kong and U.S. law matters.
 
The S&C team is led by Gwen Wong in Beijing and includes Kay Ian Ng and Ching-Yang Lin in Hong Kong.