China’s state-owned automobile manufacturer Dongfeng Group delisted from the HKEX on 18 March, and the following day, its subsidiary Voyah debuted on the HKEX main board by way of introduction. Clifford Chance, Zhong Lun Law Firm, Herbert Smith Freehills Kramer (HSF Kramer) and CM Law Firm advised on Voyah’s listing as well as Dongfeng Group’s privatisation.
Voyah’s listing and the privatisation of Dongfeng Group were interconditional and conducted in parallel. Jason Sung, one of the lead partners of the HSF Kramer team, said in a press release: “This transaction adopted a first-of-its-kind structure in the Hong Kong market. It required the resolution of multiple novel legal issues for which there was no direct precedent.”
Dongfeng Group was listed in Hong Kong in 2005. Voyah, its premium new energy vehicle brand established in 2021, had recorded rapid growth in recent years. According to data from China Insights Consultancy, Voyah achieved a compound annual growth rate of 103.2% between 2022 and 2024.
Voyah’s spin-off and separate listing did not involve the issuance of new shares or any capital raising. The transaction comprised two key steps: a distribution in specie and a merger by absorption. Under the distribution, Dongfeng Group distributed its 79.67% equity interest in Voyah to its shareholders on a pro rata basis according to shareholding structure and class. Under the merger by absorption, Dongfeng Group, through a wholly owned onshore subsidiary in the Chinese mainland, paid equity consideration to its controlling shareholder, Dongfeng Motor Corporation, and a cash consideration to other shareholders.
Clifford Chance advised Voyah on Hong Kong and US law matters, the chair of China practice Tim Wang, partners Jean Thio and Xiang Tianning led the team. Zhong Lun acted as Voyah’s PRC counsel and provided advice on international sanctions. Partners Tang Zhoujun and Mu Jingli, together with regional partner Peng Shan, advised on PRC law aspects of the introduction listing. Partners Chen Jihong and Chen Jian provided data compliance advice, while partner Wang Jing and counsel Zou Mingchun also supported the project. On international sanctions matters, partners Yu Zhiguo, Wang Dakun and senior consultant Zhang Guoxun led the engagement.
CICC acted as financial adviser to Dongfeng Group on its privatisation and as sole sponsor for Voyah’s listing. HSF Kramer advised CICC on Hong Kong and US law. Partners Jason Sung and Jeremy Shen led the team advising on Dongfeng Group’s privatisation, while Sung and partner Kong Jin led the team on Voyah’s listing. CM Law Firm acted as CICC’s PRC counsel, with partners Wu Xiaoliang and Wei Wei leading the mandate.
The transaction was completed in several months. Dongfeng Group announced the proposed deal in August 2025 and Voyah submitted its listing application to the HKEX in October.
