Haiwen acted for Genor Biopharma in the first reverse takeover announced by a Hong Kong-listed pre-revenue biotech company2024年10月7日，嘉和生物（06998.HK）发布交易公告，宣布与亿腾医药达成合并协议。根据交易公告，本次交易是嘉和生物向成熟且全面整合的生物制药公司迈出的关键一 步，预期将为嘉和生物及亿腾医药带来互补及协同效应，并为合并完成后经扩大集团的可持续发展奠定良好的基础。On 7 October 2024, Genor Biopharma (06998.HK) announced that it had entered into a merger agreement with Edding Group. According to the announcement, this transaction is a key step for Genor Biopharma to transform into a developed and fully integrated biopharmaceutical company, and is expected to bring complementary and synergetic effects to both Genor Biopharma and Edding Group, and lay an important foundation for the sustainable development of the enlarged group upon the closing of the merger.本次交易亦是港股18A公司（未盈利和没有收入的生物科技公司）首次公布进行反向收购的案例。目前，香港联交所主板有超过50家以《上市规则》18A章上市的生物科技公司，此前并未有公布进行如本次交易般大型收购的案例；根据上市规则第18A.10条，未经香港联交所事先同意，生物科技公司不得进行任何个别或安排或一系列收购、出售或其他交易或安排。因此，本次交易预期将为市场奠定同类交易的基础。
This transaction is also the first reverse takeover announced by a Hong Kong-listed “Chapter 18A” company (i.e. a pre-revenue biotech company). To date, more than 50 biotech companies are listed on the Main Board of the Hong Kong Stock Exchange pursuant to Chapter 18A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), and none of these companies has announced any large-scale merger and acquisition similar to this transaction. Pursuant to Rule 18A.10 of the Listing Rules, without the prior consent of the Hong Kong Stock Exchange, a biotech company listed under Chapter 18A of the Listing Rules must not effect any acquisition, disposal or other transaction or arrangement or a series of acquisitions, disposals or other transactions or arrangements. Accordingly, this transaction is expected to be the milestone and landmark for future transactions of this kind.除需要符合香港联交所《上市规则》关于反向收购的规则之外，本次交易的代价将由嘉和生物透过发行代价股份的方式悉数结算，根据交易公告的假设，亿腾医药的股东将在交易后持有经扩大集团的77.79%股份。因此，本次交易也涉及根据香港证监会《收购守则》规则26豁免注释1向香港证监会执行人员申请清洗豁免。
Other than fulfilling the provisions of the Listing Rules on reverse takeovers, the consideration of this transaction will be settled by Genor Biopharma by issuing consideration shares upon the closing of the merger. Based on the assumptions disclosed in the announcement, the shareholders of Edding Group will be holding approximately 77.79% of the issued shares of the enlarged group upon the closing of the merger. Thus, this transaction also involved an application to the Executive of the Securities and Futures Commission of Hong Kong for the whitewash waiver pursuant to Note 1 on dispensation from Rule 26 of the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”).海问在本次交易中继续发挥全所资源共享、一体化的内部制度优势，由海问北京办公室和海问香港办公室共同担任嘉和生物的法律顾问，就合并协议、香港监管（包括香港联交所《上市规则》及香港证监会《收购守则》、关连交易、特别交易、股权计划）、内地监管等各项法律事务提供一站式的服务。
In this transaction, Haiwen continues to utilise its strength in resource-sharing network across the firm and the integrated internal systems. Our Hong Kong and Beijing offices acted together as the legal adviser for Genor Biopharma to provide one-stop shop service for various legal matters, including the merger agreement, Hong Kong regulatory matters (including Listing Rules, Takeovers Code, connected transactions, special deals, and share schemes), as well as regulations in the Mainland of China.本次交易分别由香港办公室合伙人陈嘉信律师、北京办公室合伙人唐江山律师牵头，并由两地办公室的律师团队共同参与。本次交易再次印证了海问律师事务所同时处理两地复杂跨境交易的能力，充分利用全所律师的不同业务专长并调动全所的资源，为解决本项目执行过程中的多样化的法律问题为客户提供支持。
This transaction was led by Philip Chan, partner at Hong Kong office, and Jackson Tang, partner at Beijing office, who are supported by our team of lawyers in the two offices. This transaction has, again, showcased Haiwen’s ability to handle complex cross-border transactions, to fully utilise different specialised practice areas of our lawyers and to coordinate resources among multiple offices, so as to support our clients in solving different legal issues during the execution of the transaction.https://www1.hkexnews.hk/listedco/listconews/sehk/2024/1007/2024100700010_c.pdf
Please refer to the following link to the announcement of the transaction:
https://www1.hkexnews.hk/listedco/listconews/sehk/2024/1007/2024100700009.pdf
