2026.05.20
On March 20, 2025, the People's Court of Yinzhou District, Ningbo City, Zhejiang Province (Yinzhou Court) ruled to accept the case of the substantive consolidation and restructuring of Shanshan Group Co., Ltd. (Shanshan Group) and Ningbo Pengze Trading Co., Ltd. (Ningbo Pengze) (hereinafter referred to as "the Case"). JunHe's Shanghai office was entrusted by Ningbo Financial Asset Management Co., Ltd. (Ningbo Jinzi) to serve as its special legal advisor and assisted Ningbo Jinzi in participating in the Case as a restructuring investor. JunHe assisted Ningbo Jinzi in forming a consortium with Anhui Wanwei Group Co., Ltd. (Wanwei Group and collectively referred to as 'Investors' with Ningbo Jinzi) to complete the restructuring investment.
Ningbo Jinzi is a local provincial asset management company established with the approval of the Zhejiang Provincial Government and filed with the China Banking and Insurance Regulatory Commission. It focuses on resolving regional financial risks and restructuring distressed enterprises. Nongbo Jinzi's business covers the acquisition and disposal of non-performing assets, restructuring investments in distressed enterprises, asset management and comprehensive financial services. Wanwei Group is a member of the investor consortium and is 100% owned by the Anhui Provincial Government. It is an important chemical, chemical fiber, building materials and new materials joint manufacturing enterprise in Anhui Province.
The restructuring enterprise Shanshan Group Co., Ltd. (Shanshan Group) is a large well-known private enterprise group in China. Its listed holding company, Shanshan Co., Ltd. (Shanshan Shares, stock code: 600884), holds a significant industry position in the fields of lithium battery materials and optoelectronic display materials. In 2025, due to debt issues, Shanshan Group and its affiliated company Ningbo Pengze entered into substantive consolidation and restructuring procedures.
After being entrusted by Ningbo Jinzi, JunHe served as a legal advisor providing comprehensive legal support throughout the process. The work included: (1) conducting rapid and precise legal due diligence on core assets (covering nine categories, including listed company stocks, external investment equity and real estate accounts receivable); (2) participating in the recruitment and selection activities of the restructuring investors and drafting and finalizing legal documents such as the Restructuring Investment Plan and the Restructuring Investment Agreement; (3) assisting investors in multiple rounds of communications and negotiations with managers and major creditors and coordinating Ningbo Jinzi's roles, fees and repayment distribution order. In February 2026, the investors and managers officially signed the Restructuring Investment Agreement. According to the agreement, the investors acquired 13.50% of Shanshan Shares' stock from the restructuring enterprise, with a price of approximately RMB 4.987 billion, and served as a special disposal service provider for the second to ninth categories of assets (non-listed stock assets) in a 'no advance payment' manner, responsible for the subsequent disposal of trust property.
This was a model case of local AMCs leading industrial capital to participate in the restructuring of large group enterprises. The transaction structure was ingeniously designed, involving complex legal relationships. Leveraging its vast experience in bankruptcy restructuring, corporate mergers and acquisitions, capital markets, structured financing, and asset management business, JunHe provided one-stop solutions that combined commercial foresight and legal rigor. We assisted in successfully securing high-quality assets while controlling risks and coming up with a diversified investment model in restructuring, which was highly praised by our clients.
The project was led by DONG, Ming and XU, Nianzu. JunHe partner CHEN, Yijia provided important assistance.
