Applicant
Zhejiang Rifa Precision Machinery Co., Ltd
Case number(s)
201810004
Decision date
Type
Decision

Decision

 

Consent Granted
Section 13(1)(a) Overseas Investment Act 2005

Decision Maker

Overseas Investment Office

Decision Date

23 May 2018

Investment

An overseas investment in significant business assets, being:

  • the acquisition by Zhejiang Rifa Precision Machinery Co., Ltd (RPM) of 100.0% of the shares in RIFA Jair Investment Co., Ltd via one or more transactions (the First Stage Investment); and
  • the acquisition by Zhejiang Rifa Holding Group Co., Ltd (RHG) (directly, and/or indirectly through its wholly-owned subsidiary Wu Du Investment Co., Ltd) of up to 100% of the shares in RPM via one or more transactions (the Second Stage Investment).

As a result of the acquisitions, RPM will have an indirect 25% or more ownership or control interest in Airwork Holdings Ltd (Airwork), and RHG may increase an existing 25% or more ownership interest in Airwork, the value of the assets of Airwork and its 25% or more subsidiaries being greater than $100m.

Asset Value

$280,000,000

Applicant(s)

Zhejiang Rifa Precision Machinery Co., Ltd
(the percentages below are based on anticipated percentages of ultimate beneficial interest in RPM immediately after the First Stage Investment)
China Public (49.2006%)
Jie Wu, China, People's Republic of (24.143%)
Caitonghui Information Service Partnership, China, People's Republic of (11.4948%)
Wu Liangding, China, People's Republic of (7.0689%)
Hangzhou Municipal Government (4.92%)
Chen Ailian, China, People's Republic of (1.7253%)
Yu Haoming, China, People's Republic of (1.4473%)

Zhejiang Rifa Holding Group Co., Ltd
Jie Wu, China, People's Republic of (34.14%)
China Public (24.41%)
Caitonghui Information Service Partnership, China, People's Republic of (21.92%)
Wu Liangding, China, People's Republic of (13.48%)
Chen Ailian, China, People's Republic of (3.29%)
Yu Haoming, China, People's Republic of (2.76%)

Vendors

The vendors in relation to the First Stage Investment are:

Zhejiang Rifa Holding Group Co., Ltd
Jie Wu, China, People's Republic of (34.14%)
China Public (24.41%)
Caitonghui Information Service Partnership, China, People's Republic of (21.92%)
Wu Liangding, China, People's Republic of (13.48%)
Chen Ailian, China, People's Republic of (3.29%)
Yu Haoming, China, People's Republic of (2.76%)

Hangzhou Jinpan Investment Partnership L.P.
Hangzhou Municipal Government (100.0%)

Hangzhou Jinqi Investment Partnership L.P.
Hangzhou Municipal Government (100.0%)

The vendors in relation to the Second Stage Investment are likely to be RPM and/or RPM shareholders. 

Background

RHG previously applied for and was granted consent in 2017 for the acquisition of rights or interests in up to 100% of the issued share capital in Airwork (a specialist aviation service provider based in New Zealand) by way of an initial takeover offer and subsequent transactions. 

The present consent decision relates to a proposed restructure of the RHG group that will occur off-shore. 

The restructure will result in a change to some of the RHG group entities with indirect ownership of New Zealand assets (i.e. RPM will acquire RIFA Jair Investment Co., Ltd, an RHG group subsidiary with indirect ownership of Airwork), and will adjust some of the percentages of indirect ownership. However, RHG will continue to have an indirect controlling interest in Airwork as a result of the proposed restructure. 

The purpose of the proposed restructure transactions includes providing access to China’s capital markets and obtaining funding to grow Airwork’s business. 

The Applicants have satisfied the OIO that the individuals who will control the investment have the relevant business experience and acumen and are of good character. The Applicants have also demonstrated financial commitment to the investment.

More information

David Raudkivi
Russell McVeagh
PO Box 8
AUCKLAND