Fangda Partners represented NWTN Inc. (“NWTN”), a NASDAQ-listed corporation, as its PRC and Hong Kong legal advisers for its US$500 million worth strategic investment in China Evergrande New Energy Vehicle Group Limited (“Evergrande Vehicle”), a Hong Kong-listed corporation, along with a series of complex transaction arrangements. The successful completion of this transaction will result in NWTN acquiring 27.50% of the total number of issued shares in Evergrande Vehicle.

NWTN is a leading green energy enterprise headquartered in Dubai, United Arab Emirates. It is dedicated to offering premium smart passenger-centric electric mobility products and sustainable energy solutions on a global scale. Evergrande Vehicle is listed on the Hong Kong Stock Exchange, which specializes in technology research, development, production, and sales of new energy vehicles. The transaction was carried out in conjunction with the restructuring of the offshore debt of China Evergrande Group (“Evergrande Group“), which involved a capitalization of debt with respect to the loans provided to Evergrande Vehicle by Evergrande Group and its controlling shareholder, Mr. Hui Ka Yan, as well as Evergrande Group’s issuance of exchangeable bonds to its creditors in exchange for shares of Evergrande Vehicle.

Fangda made a whitewash waiver application to the Securities and Futures Commission, resulting in NWTN not being subject to the obligation to extend a general offer. Fangda formulated a highly structured voting relationship among NWTN and certain existing shareholders of Evergrande Vehicle that would align control and yet did not disqualify NWTN from its entitlement to the waiver. Subsequent to the completion of Evergrande Group’s debt restructuring and the full exchange of the exchangeable bonds, NWTN is set to become the single largest shareholder of Evergrande Vehicle. To assist Evergrande Vehicle with immediate resumption of its production, NWTN agreed to provide significant transitional funding support to Evergrande Vehicle. Fangda provided innovative solutions to secure repayment obligations owing to NWTN while financing resumption of Evergrande Vehicle’s operations.

Following completion of this transaction, NWTN will take over management of Evergrande Vehicle and acquire control over its board from Evergrande Group. Importantly, this transaction aligns seamlessly with Evergrande Group’s broader debt restructuring strategy, projecting its significance in the context of Evergrande Group’s debt resolution.

Benefiting from the sustained growth of the smart electric vehicle industry, this transaction illustrates NWTN leveraged on a unique opportunity to fund growth, acquire board control and create synergies across the global EV industry through a minority investment in a Hong Kong listed target.

Fangda’s Greater Bay Area offices in Shenzhen, Hong Kong, Guangzhou and Beijing worked closely to orchestrate this transaction. By leveraging the Firm’s integrated strengths, Fangda provided NWTN with a full range of transactional services, support and legal guidance. The Fangda team was led by Colin LAW, partner of Fangda’s Hong Kong Capital Markets practice; Sufina CAI and Patrick LI, both partners of Fangda’s Corporate practice; Romy ZHUO, partner of Fangda’s Banking and Finance practice; Yi SU, partner of Fangda’s Dispute Resolution practice and Jin WANG, partner of Fangda’s Anti-Trust practice.

Team members of Fangda’s mainland China offices included Cabrina FU and Terry LING(both counsels), Xiangyun KONG, Emily XUE, Jaden JI, Scarlett CHANG, Ariel YUAN, Xihan QIN, Chloe XING, Greta WU, Ganxin ZHANG and Jingru LI. Fangda’s Hong Kong team included Hong DING, Lizzie CHEONG and Crystal HUANG.