海问·业绩︱海问助力赤子城实现蓝城兄弟的并表

HAIWEN NEWS  

日前，海问香港办公室助力赤子城科技有限公司（“赤子城”，9911.HK）完成对Chizicheng Strategy Investment Limited（“Chizicheng Strategy Investment”）全部已发行股本的收购（“本次收购”），以及对私有化前为美国NASDAQ上市公司的蓝城兄弟控股有限公司（“蓝城兄弟”）及其联属实体之VIE（可变利益实体）的架构重组。

作为蓝城兄弟的控股股东，Metaclass Management ELP（“基金”）乃为其私有化而设立，并由Chizicheng Strategy Investment作为普通合伙人独家管理。本次收购完成后，赤子城通过其对基金普通合伙人的控制及其作为基金有限合伙人持有的权益实现对基金的全面控制，并得以合并基金及基金所持公司（包括蓝城兄弟及其联属实体）的财务报表。赤子城专注全球开放式社交赛道，聚焦视音频等新兴社交形式，打造了视频社交、语音社交、直播社交等多元化的社交产品，代表产品包括Yumy、MICO、YoHo等，在中东、北美、东南亚、南亚等地广受欢迎。而蓝城兄弟在全球多个地区已积累大量的用户群体，并处于全球LGBTQ社交网络市场主导地位。考虑到LGBTQ群体在社交网络领域的发展潜力与前景，且双方在业务模式上存在极高的契合度，本次收购预期双方均可受惠于协同效应带来的裨益。此举亦有助赤子城全面及更有效地支持蓝城兄弟业务日后的持续增长及盈利能力的提升。本次收购完成后，赤子城有望借助蓝城兄弟对LGBTQ群体的独特吸引力，提高其品牌影响力、知名度及认可度，同时透过扩大其用户群体及实现用户多元化以迎来更广泛的服务机会并开拓更多的业务及销售渠道，从而促进赤子城未来市场份额及盈利能力的提升。海问香港办公室作为赤子城的香港法律顾问，全面配合客户需要，担当本项目策划统筹的重任，并就所涉法律法规及其他重大问题适时与各方进行沟通和交流。海问香港办公室凭借其对香港法律法规以及各监管机构的规则与指引等的扎实理解和丰富的交易类法律服务经验，就交易架构设计、交易文件起草与审阅、公开信息披露文件制作、豁免申请、与监管部门沟通等方面，为客户提供了专业的法律建议和及时且适切的解决方案，助力本项目顺利完成。海问香港办公室在本项目中提供的高质及高效的法律服务获得了客户的高度评价。

本项目海问业务组由国际合伙人陈敏(Isaac Chen)律师牵头，经办律师为麦凯丰(Anna Mak)、贾瑷烨(Aiye Jia)。

Recently, Haiwen Hong Kong assisted Newborn Town Inc. (“Newborn Town”, 9911.HK) in completing the acquisition (the “Acquisition”) of the entire issued share capital of Chizicheng Strategy Investment Limited (“Chizicheng Strategy Investment”) and in undergoing, for BlueCity Holdings Limited (“BlueCity”), a company previously listed on the NASDAQ before its privatisation, and its affiliates, reorganisation of their VIE (Variable Interest Entity) structure.As the controlling shareholder of BlueCity, Metaclass Management ELP (the “Fund”) was established for its privatisation and is exclusively managed by Chizicheng Strategy Investment as its general partner. Upon completion of the Acquisition, Newborn Town will, through its control of the general partner of the Fund and via the interests so held by it as the limited partner of the Fund, exert full control over the Fund, and thus consolidate the financial results of the Fund and the companies held by the Fund, including BlueCity and its affiliates.Newborn Town focuses on the global open social networking sector, as well as emerging modes in social networking including video and audio formats, creating a range of diversified social networking products including video social networking, audio social networking and live-streaming social networking. Its representative products include Yumy, MICO and YoHo, which are highly popular in areas such as the Middle East, North America, Southeast Asia and South Asia. BlueCity has accumulated a vast user base in many regions worldwide and occupies a leading position in the global LGBTQ social networking market. In view of the development potential and prospects of the LGBTQ community in the social networking field, as well as the high compatibility between the business models of both parties, it is expected that both parties will benefit from the synergies brought about by the Acquisition. As such, it will, in turn, enable Newborn Town to fully and more effectively support the continued growth and profitability of BlueCity’s business going forward.Upon completion of the Acquisition, by drawing on BlueCity’s unique appeal to the LGBTQ community, Newborn Town would benefit from enhanced brand influence, awareness and recognition whilst achieving growth through the expansion and diversification of user base, thereby leading to a wider scope of service offerings and a surge in business opportunities which could fuel future growth of Newborn Town in terms of market share and profitability.As the Hong Kong legal adviser to Newborn Town, Haiwen Hong Kong has taken on the important role of planning and coordinating the project to fully accommodate the needs of its client, as well as timely communicating and exchanging views with various professional parties on the relevant laws and regulations and other material issues involved in the project. With its solid understanding of Hong Kong laws and regulations and the rules and guidelines of various regulatory bodies, as well as extensive experience in transactional legal services, Haiwen Hong Kong provided professional legal advice and timely and appropriate solutions to its client on transactional structure design, drafting and reviewing of transaction documents, preparation of public information disclosure documents, waiver applications, and communication with regulatory authorities, etc. which are instrumental to the successful completion of the project. Haiwen Hong Kong has received high acclaim from its client for the high-quality and efficient legal services provided.

The team from Haiwen advising on this transaction was led by international partner Isaac Chen, and assisted by associates Anna Mak and Aiye Jia.

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