2020.01.13
On December 27, 2019, China Merchants Group and Ping An held a signing ceremony to execute an investment agreement. Ping An Asset Management Co. Ltd. (“PAAM”), a subsidiary of Ping An, increased its capital contribution to China Merchants Group Gangtong Development (Shenzhen) Co., Ltd. ("CMGGD", a wholly-owned subsidiary of China Merchants Group) by RMB 10 billion. After the completion of the capital increase, PAAM held 25.9% equity of CMGGD (the "Project").
China Merchants Group is an important and major state-owned enterprise, which is directly controlled by the central government of the PRC. By the end of 2018, the total assets of China Merchants Group amounted to RMB 8 trillion, and the total profits, net profits and total assets ranked first among the central government-controlled enterprises administered by the State-owned Assets Supervision and Administration Commission of the State Council (SASAC). In the Fortune 500 list released in 2019, China Merchants Group and the China Merchants Bank owned by it were shortlisted again, making the China Merchants Group a company that has two group companies ranked as the world's top 500 companies.
Ping An is one of the largest insurance institutions in China, and PAAM owed by it is one of the first group of professional asset management companies to be established with the approval of the China Insurance Regulatory Commission (CIRC). As of June 30, 2019, PAMM had become one of the largest and influential institutional investors in China with a company asset management value of more than RMB 3 trillion.
CMGGD, as the strategic platform of this strong alliance between China Merchants Group and Ping An, is also one of the important capital operation platforms for the port assets of China Merchants Group. As of the end of 2018, the value of the total assets of CMGGD had reached over RMB 20 billion.
The Project is another important strategic decision made by China Merchants Group to implement the mixed-ownership reform of central government-controlled enterprises. In accordance with the relevant regulations of the SASAC, the Project has publicly solicited potential transferee through Shanghai United Assets and Equity Exchange and the final transferee was determined through competitive negotiation. JunHe, as the legal counsel of China Merchants Group, led and participated in the whole project, including: participating in the design of the transaction plan at the plan discussion stage, analyzing and demonstrating the transaction plan from multiple legal dimensions (such as foreign investment, state-owned assets supervision and administration, use of insurance funds, onshore and offshore listing rules, concentration of undertakings, and tax planning) in order to assist CMGGD in completion of the internal restructuring and lay a foundation for the follow-up solicitation of strategic investors, communicating and consulting with relevant government authorities on the implementation of the transaction plan, drafting and revising investment transaction documents, and providing the client with assistance in several negotiation with potential investors. The Project was finally successfully signed in December 2019. JunHe has, based on its deep and accurate understanding of the Project, the core demands of the parties, and the business focus, facilitated the effective communication among the parties and accelerated the negotiation and the progress of the Project, and thus was highly praised and acknowledged by the client and investors.
The partner led the Project is Mr.ZHANG, Jianwei and Mr. AN, Ming and Ms. Janet Hui, as the partners undertaking the Project, provided great assistance to the Project on the issues related to the concentration of undertakings. Mr. ZHENG, Yu and Mr. HE, Kan (Daniel) also provided great support to the Project on the issues related to the Sino-foreign equity joint venture law, the Sino-foreign cooperative joint venture law and the foreign-invested enterprise law.
