2020.12.31
On December 31, 2020, both Hisense Visual Technology Co., Ltd. (“Hisense Visual”), a listed company on the Shanghai Stock Exchange, and Hisense Home Appliances Group Co., Ltd. (“Hisense Home Appliances”), a company listed on the Shenzhen and Hong Kong Stock Exchanges, announced to the public that their controlling shareholder, Qingdao Hisense Electronic Industry Holdings Co., Ltd. (“Hisense Electronic Holdings”), has successfully completed a transaction of capital and share increase by introducing Qingdao Xinfeng Information Technology Co., Ltd. (“Qingdao Xinfeng”) as a strategic investor. As the legal advisor of Hisense Electronic Holdings, JunHe was involved in the whole transaction process.
Hisense is a leading global home appliance enterprise. Before the mixed-ownership reform, Hisense Group Co., Ltd. (“Hisense Group”), a state-owned enterprise (“SOE”) wholly owned by State-owned Assets Supervision and Administration Commission of Qingdao Municipality (“Qingdao SASAC”), held 32.36% of the equity interest in Hisense Electronic Holdings, and Hisense Electronic Holdings was the controlling shareholder of Hisense Visual and Hisense Home Appliances. After the mixed-ownership reform in which a series of equity and business restructures have taken place, Qingdao Xinfeng as the strategic investor subscribed for new shares issued by Hisense Electronic Holdings with a contribution of RMB3.75 billion. After the completion of the subscription, Hisense Group's shareholding in Hisense Electronic Holdings dropped to 26.79% and the company ceased to be the controlling shareholder of Hisense Electronic Holdings. The actual controller of Hisense Electronic Holdings and its two listed companies changed from Qingdao SASAC to having no actual controller. Thereafter Qingdao SASAC transferred its equity interest in Hisense Group to Qingdao Huatong Sate-owned Capital Operation (Group) Co., Ltd. (“Huatong Group”), a state-owned shareholding platform.
The mixed-ownership reform of Hisense Group Co., Ltd. was a major mixed-ownership reform project of local SOE that was completed under the vigorous promotion by Qingdao Municipal Government and Qingdao SASAC. According to the reform scheme approved by the Qingdao Municipal Government, the mixed-ownership reform of Hisense Group took Hisense Electronic Holdings as the main body of the reform, and finally chose Qingdao Xinfeng as the strategic investor after strict asset and capital verification, evaluation, auditing, and public listing in the equity exchange.
The mixed-ownership reform of Hisense Group took an innovative form (in which the reform took place on the level of Hisense Electronic Holdings, a controlled subsidiary of Hisense Group, instead of Hisense Group itself); two listed companies (Hisense Visual and Hisense Home Appliances), three stock exchanges (that of Shanghai, Hong Kong and Shenzhen) and four parties (Hisense Group, Hisense Electronic Holdings, Huatong Group, Qingdao Xinfeng) were involved in the reform. As special legal counsel engaged by Hisense Electronic Holdings, JunHe cooperated with CITIC Securities and other intermediaries and provided full ranged legal services from design to implementation of the project scheme, contributing to the project with know-how and experience. This project is another landmark project of JunHe in the field of mixed-ownership reform of SOEs, following the mixed-ownership reform projects of Harbin Pharmaceutical Group Co., Ltd. and Gree Electric Appliances Inc.
The partner in charge of this project was LIU, Xuezheng, a partner of JunHe’s Qingdao office. The leading partners were ZHANG, Tao, partner of the capital market team in Beijing headquarters and TAO, Xudong, partner of the capital market team in Shanghai office.
