Construction machinery manufacturer Zoomlion Heavy Industry issued RMB6 billion (USD869 million) in convertible bonds maturing in 2031, marking the first A-share and H-share dual-listed company to issue a specially authorised H-share convertible bond. It is also the largest RMB-denominated H-share convertible bond to date. Norton Rose Fulbright, Fangda Partners, Linklaters and Haiwen & Partners provided legal support.
A specially authorised bond issuance refers to a mandate obtained by a listed company from its shareholders at a general meeting, allowing it to raise funds in a specific manner, such as through the issuance of convertible bonds, without needing separate approval for each transaction during the mandate period. This form of authorisation is often used for complex debt restructurings or the issuance of mandatory convertible bonds.
The issuance followed Zoomlion’s RMB6.2 billion A+H dual share placement in 2021. The bond carries a coupon of 0.70%, with a conversion price of HKD10.02 (USD1.28) per share, an 18.58% premium to the closing price of its H shares on the HKEX on the last trading day. Huatai International, HSBC and Morgan Stanley acted as joint global co-ordinators.
Norton Rose Fulbright advised the issuer on English and Hong Kong law. Fangda Partners acted as the issuer’s PRC legal counsel, led by partners Jeffrey Ding and Xu Xiaorui.
Linklaters advised the underwriters and trustee on English and Hong Kong law, led by partners John Xu and Taiki Ki, while Haiwen & Partners counselled the underwriters on PRC law.
The issuance announcement stated that the proceeds would be mainly used for building overseas bases, logistics infrastructure and R&D centres, supporting the company’s globalisation strategy and the development of robotics, new energy and intelligent technologies.
Headquartered in Changsha, Hunan province, Zoomlion was founded in 1992 and has become a leading player in the equipment manufacturing industry. It was listed on the SZSE in 2000 and the HKEX in 2010. Zoomlion focuses on high-end equipment manufacturing, including construction, mining and agricultural machinery, while advancing its global expansion strategy.
