Multijurisdiction Restructuring Advice for Rescuing a Hong Kong Listed Company Subject to Liquidation Proceedings

Seyfarth’s Hong Kong team acted for Xiamen C&D Paper & Pulp Co., Ltd (C&D Paper) as Hong Kong counsel in this insolvency and restructuring transaction, under which C&D Paper, as a white knight investor, rescued Samson Paper Holdings Limited (Stock Code: 731) (Samson Paper), which is under the administration of provisional liquidator in both Bermuda and Hong Kong jurisdictions, the subsidiary of which is subject to insolvency restructuring proceedings in mainland China. The amount of debt structuring is around US $385 million.

This matter involved parallel restructuring and insolvency proceedings in three jurisdictions (i.e., Bermuda, Hong Kong and mainland China). It is also the first Hong Kong liquidation proceeding recognized by the Chinese mainland court under the new mutual recognition of and assistance to insolvency proceedings signed between the Vice President of the Supreme People’s Court of the PRC and the Hong Kong Secretary for Justice on 14 May 2021. We have assisted our client with devising the most suitable restructuring plan, taking into account multijurisdictional insolvency legal issues and ongoing negotiation with different categories of creditors and the liquidator.

Further, this matter involved complicated regulatory compliance and disclosure issues concerning both A-share Listing Rules, Hong Kong Mainboard Listing Rules, and Takeovers Code. We assisted our client with various submissions to regulatory bodies and successfully obtained relevant consents and waivers under a very challenging timetable. After completion of the investment, Samson Paper successfully effectuated its scheme of arrangement and resumed trading on the mainboard of Hong Kong Stock Exchange.