NEWS

On January 27th 2025, as the Chinese legal adviser of Rising Dragon Acquisition Corporation (NASDAQ Code: RDACU, RDAC, RDACR, hereinafter referred to as “RDAC”), Joint-Win Partners honorably witnessed and deeply participated in the signing of the combination agreement by and between RDAC and HZJL Cayman Limited, which would expand a vast market for both parties and open up a new stage of mutual benefit through win-win cooperation.  

In this transaction, Joint-Win Partners undertook multiple critical tasks. During the due diligence stage, the team comprehensively combed the business mode, financial situation and legal compliance of RDAC and HZJL, and conducted meticulous examination on the contract agreements, intellectual property rights, labor employment and other legal issues, ensuring no potential legal risks existed to affect the combination. 

During the agreement drafting and negotiation stage, with its profound understanding of Chinese laws and regulations on cross-border M&A, the team took an active part in the drafting and revision of the BCA (Business Combination Agreement), which was of great significance. For the core transaction structure, it clarified the acquisition path of HZJL by RDAC’s wholly-owned subsidiary Xpand Boom Technology; for share allocations, it arranged that HZJL shareholders and management would get 35 million common shares of Xpand Boom Technology after the transaction took effect and that certain shareholders shall get a maximum of 20 million additional common shares as rewards depending on performances; and for performance betting, it strictly set key performance indicators such as revenue targets that HZJL needed to achieve in the next two years. According to relevant laws and regulations and combining the commercial demands of both parties, Joint-Win Partners provided professional and rigorous legal advice to guarantee the legality and compliance of the agreement provisions while also protecting RDAC’s interest to the largest extent. 

Currently the transaction has acquired approval of the boards of directors of both RDAC and HZJL, but still needs to be reviewed by regulatory departments, recognized by shareholders of both parties, and meeting a series of customary closing conditions, including the examination of SEC (Securities and Exchange Commission) and review of NASDAQ. 

In this cooperation, Joint-Win Partners acted as the legal adviser of RDAC together with Loeb & Loeb LLP and Maples and Calder (Hong Kong) LLP, providing all-round legal support for the transaction and ensuring its legality, compliance and smooth progress. 

The combination of RDAC and HZJL is an important measure taken by both parties in market expansion, resource integration and strategic layout. Through the megamerger, the two will make major breakthroughs in various aspects like innovative services and market share increase, thus able to create bigger values for shareholders and bring more high-quality and comprehensive services as well as opportunities for development to local life service enterprises. Joint-Win Partners will keep up with the follow-up procedures so as to guarantee the successful completion of the transaction, to witness the fruitful results coming out of this combination, and to jointly compose a new chapter of business cooperation. 

Joint-Win Partners will uphold the core principle of “Professionalism Oriented, Client Value First”, carry on the expansion of business fields and service scopes, and turn more successful cases and experience into standardized service models, helping Chinese enterprises to “go out” in a safe and efficient way. Meanwhile, Joint-Win Partners will continue to keep an eye on international legal dynamics and market changes and innovate legal services modes and products in order to meet clients’ increasingly diverse legal demands and promote the ongoing development and growth of Chinese enterprises in international markets.