2024.03.19
On March 19, 2024, China Business Law Journal unveiled their “Deals of the Year 2023” and JunHe was recognized for 13 deals.
* Click on the heading to see more details
* Organized in the order of release
Equity Capital Markets
In July 2023, Xinjiang Xintai Natural Gas Co., Ltd. (the “Company”, stock code: 603393.SH) paid around HKD 2.704 million to take AAG Energy Holdings Limited (“AAG Energy”, stock code: 2686.HK) private by way of an arrangement (the “Transaction”). Since 2013, JunHe has served as the legal counsel to the Company for its milestone projects, including the pre-IPO financing, its listing on the A-share market in 2016, and its post-IPO acquisition of the controlling stakes in AAG Energy in 2018. In this Transaction, JunHe acted as the PRC legal counsel to the Company and advised the client throughout the entire process. JunHe provided compliance guidance on the Transaction scheme, reviewed the financing documents, advised on the governmental approvals/filings, and responded to feedback from the Shanghai Stock Exchange.
The JunHe team was led by partner QU, Huiqing.
Chindata privatization
Bain Capital was the buyer’s investor for Chindata’s privatization and provided funding for the company’s privatization by equity financing and debt financing. A syndicate led by Shanghai Pudong Development Bank and Industrial Bank was introduced to provide M&A financing for the privatization. Chindata’s privatization was another large-scale listed company privatization that JunHe has undertaken in recent years, following the privatization of WUBA, China Biologic, SINA and JOBS. JunHe’s financial team served as the PRC legal counsel for the financing syndicate and provided full legal services for the privatization and delisting financing.
The JunHe team was led by partners ZHOU, Hui (Nelson) and YUAN, Yifeng (Vincent).
On June 9, 2023, CSI Solar Co., Ltd. ("CSI Solar") completed its initial public offering and listing on the STAR Market of the Shanghai Stock Exchange. CSI Solar issued 541,058,824 A-shares (excluding over-allotment) at a price per share of RMB 11.10, and raised RMB 6 billion. JunHe was the counsel to the issuer and advised CSI Solar in the IPO. They provided comprehensive legal services, including (i) assisting CSI Solar in completing the design of the transaction structure and the negotiation and review of the transaction documents in connection with the spin-off financing, the listing application and other major legal issues; (ii) providing important suggestions for CSI Solar’s compliance operation to prepare for the IPO; and (iii) conducting legal analysis and providing responses and feedback to the concerns of the CSRC and the Shanghai Stock Exchange, such as the spin-off for listing, the regulatory differences between the listing on the two stock exchanges, anti-dumping/anti-subsidy proceedings, horizontal competition, and major litigation and arbitration proceedings.
The JunHe team was led by partners WANG, Yi and JIANG, Wenjun (Kelvin). WAN, Shang was primarily responsible for the project’s execution.
Will Semiconductor’s Swiss listing via USD 445m GDR sale
On November 10, 2023, Will Semiconductor Co., Ltd. Shanghai (“Will”) successfully issued and listed global depositary receipts (“GDRs”) on the SIX Swiss Exchange (“SIX”) (the “Project”). 31,000,000 GDRs were issued in the Project, representing 31,000,000 underlying A-share stocks, at USD 14.35 per GDR. This raised funds of approximately USD 445 million. Acting as the PRC legal counsel to the underwriter, JunHe participated in the legal due diligence, the internal decision-making procedures, the domestic regulatory and approval procedures and the preparation of the transaction documents. JunHe’s team reviewed the prospectus and assisted in the preparation and issuance of the domestic and overseas announcements, and assisted Will in successfully issuing and listing the GDRs on the SIX Swiss Exchange. This GDR issuance created a number of firsts:
the largest offshore IPO in China’s technology sector since 2023;
the largest offshore IPO in China’s semiconductor industry since 2005; and
the largest GDR issuance in China’s semiconductor industry.
The JunHe team was led by partners YU, Yongqiang (YY) and SHI, Yun,
Yuexiu Property's Rights Issue in Hong Kong
Yuexiu Property Company Limited (“Yuexiu Property”), is listed on the main board of the Hong Kong Stock Exchange (HK.00123), and recently completed a HK$ 8.36 billion rights issue. This was successfully filed with the China Securities Regulatory Commission (“CSRC”) for overseas offering and listing. This was the first rights issue by a HKEx-listed real estate company filed with the CSRC for overseas offering and listing after the Trial Measures for Administration of the Overseas Securities Offerings and Listings by Domestic Enterprises (the “New Filing Rules”) came into effect on March 31, 2023. JunHe acted as the PRC legal counsel to CLSA B.V., Goldman Sachs, Morgan Stanley, DBS Asia and CICC, who were all joint underwriters in the project. Thanks to the rigorous, high-quality and efficient legal services provided by the JunHe team, the project was successfully closed and filed with the CSRC.
The JunHe team was led by partner ZHANG, Ping and counsel CHEN, Yi (Joyce). Counsel CHEN, Yi (Joyce) and partner XIONG, Jingui（Alice） were responsible for the specific work.
Debt Capital Markets
Egypt’s first sustainable panda bond issuance
On October 16, 2023, Egypt issued RMB 3.5 billion sustainable panda bonds through book building in China’s interbank bond market. The issuance has a maturity of three years with a coupon rate of 3.51% and is the first ever offering of panda bonds by an African country. It is also the first sustainable and guaranteed sovereign panda bond issuance. The panda bonds issued are sustainable development bonds, and all proceeds raised from the issuance will be used to cover dedicated sustainability expenditures under Egypt’s Sovereign Sustainable Financing Framework. The issuance structure is innovative. The bonds are backed by unconditional and irrevocable guarantees provided by the African Development Bank and the Asian Infrastructure Investment Bank, making it the first bond issuance in the domestic bond market to be guaranteed by two multilateral development institutions.
The JunHe team was led by partners YU, Yongqiang (YY) and LEI, Tianxiao.
Pioneer Reward sets up USD 3bn medium term note programme
Pioneer Reward Limited, an overseas wholly owned subsidiary of Huatai Securities Co., Ltd. (“Huatai Securities”), established an overseas medium term note programme on July 31, 2023, for the issue of notes in an aggregate principal amount equivalent to USD 3 billion. The programme was to be listed in Hong Kong and Singapore, under which the first tranche of USD 800 million 3-year senior unsecured notes with a fixed interest rate of 5.25% were closed on August 9, 2023 and the second tranche of USD 800 million 3-year senior unsecured notes with a floating interest rate were closed on November 29, 2023, and were listed in Hong Kong. Huatai Securities acted as the guarantor (the “Project”). In this Project, JunHe acted as the PRC legal counsel to the underwriter, the international legal counsel to the underwriter and the legal counsel to the trustor, respectively. They provided one-stop domestic and foreign legal services for the establishment and update of the overseas medium term note programme in an aggregate principal amount equivalent to USD 3 billion by Huatai Securities, the drawdown of the first tranche of USD 800 million 3-year senior unsecured notes with a fixed interest rate of 5.25% and the drawdown of the second tranche of USD 800 million 3-year senior unsecured notes with a floating interest rate.
The JunHe team acting as the PRC legal counsel to the underwriter was led by partner YU, Yongqiang (YY). The JunHe team acting as the international legal counsel to the underwriter was led by partners ZHANG, Zhijin (Jean) and Chris Tang. The JunHe team acting as the legal counsel to the trustor was led by partner Lee, Alex Jao Jang.
M&A
BYD pays USD 2.2bn for Jabil’s mobility business
Jabil Circuit (Singapore) Pte. Ltd. (“Jabil Singapore”), a subsidiary of Jabil, signed a Share Purchase Agreement with BYD Electronic, a subsidiary of BYD Co., Ltd., in September 2023. According to the agreement, Jabil Singapore planned to sell its mobility business in Chengdu and Wuxi to BYD Electronics at a base consideration of USD 2.2 billion. The transaction was completed in December 2023. As Jabil's PRC legal counsel, JunHe participated in the entire process of this transaction, including the transaction structuring, the PRC regulatory approval (including antitrust notification), assisting in responding to the purchaser’s due diligence, reviewing the relevant transaction documents, and other PRC law-related matters. JunHe was involved during the closing stages including the design and implementation of the pre-closing restructuring plan, and the drafting, negotiation and signing of the relevant restructuring documents.
The JunHe team was led by partner CHEN, Jiang (Joe) and partners CHEN, Jiang (Joe) and XIANG, Fangfang (Lori) were primarily responsible for the project’s execution.
China Power acquires SPIC clean energy assets
On October 28, 2022, China Power International Development Limited (“China Power”, HK2380) acquired the controlling interests of 23 clean energy project companies held by China Power (New Energy) Holdings Limited and China Power International New Energy Holdings Co., Ltd. (collectively referred to as “CPNE”) under State Power Investment Corporation Limited (“SPIC”), through issuing shares and a cash payment. JunHe acted as the PRC legal counsel to China Power, and was fully responsible for various legal work such as the transaction structure assessment, legal due diligence, the drafting and revision of the transaction documents and sorting out the transaction approvals. JunHe assisted with the closing and covered complex legal issues such as the overseas listing of domestic enterprises, procedures related to state-owned assets management, overseas investment reporting, and cross-border share swaps.
Partners WEI, Yingling, QIN, Yu (Bill) and ZHANG, Jianwei led the JunHe team for this Project and attorneys DU, Lijing, GE, Aoxue and CHEN, Shanshan primarily undertook the work.
General Corporate Matter
Saudi Aramco, Norinco JV to set up refinery complex
On March 26, 2023, China North Industries Group Corporation Limited (Norinco Group), the People’s Government of Liaoning Province and Saudi Aramco Asia Company Limited (SAAC) held a ceremony in Beijing for the signing of the Shareholders Agreement for a Fine Chemicals and Raw Material Engineering Project (the Project). JunHe was the Chinese counsel of North Huajin and has assisted the client in every respect of the Project since 2021. This includes the demonstration of the transaction structure of the Project, the negotiation, revision, finalization and the execution of the letter of intent and all the transaction documents for the joint venture cooperation as well as the agreements for the supporting projects. JunHe advised on PRC laws and the Project involved complex issues in many fields. The project team worked collaboratively, addressed numerous challenges and provided the client with multidisciplinary and integrated legal services.
The Project was led by JunHe partner LIAN, Jing. It was undertaken by LIAN, Jing, QIN, Yu (Bill), CONG, Qing, WEI, Yingling, BAI, Hongjuan, ZHOU, Yong (Z.), Leon C.G. Liu, HE, Fang, DU, Lijing, ZHAO, Tingting, ZHANG, Qing (Atlas) and WANG, Jin (Steven).
Liquidation, Bankruptcy and Restructuring
Zhonghe’s successful reorganization
Zhonghe Co., Ltd. (“Zhonghe”) is a public company and delisted its shares from the Shenzhen Stock Exchange. It fell into serious operating difficulties and experienced a debt crisis due to capital chain ruptures. On June 30, 2022, the Intermediate People’s Court of Putian City accepted the application for the reorganization of Zhonghe and appointed JunHe’s Guangzhou office (“JunHe”) and Fidelity Law Firm as the reorganization administrators. On September 30, 2022, the Intermediate People’s Court of Putian City ruled to substantially consolidate and reorganize Zhonghe and three other companies because their assets and debts significantly overlapped. On April 24, 2023, the Intermediate People’s Court of Putian City ruled to approve Zhonghe’s draft reorganization plan. After Zhonghe’s reorganization plan is fully implemented, all debts will be fully discharged, its financial condition will be fundamentally improved, and the actual value of its shares will increase, with the legitimate rights and interests of its creditors protected to the greatest extent.
This project was led by JunHe partners HUA, Xiaojun (Warren), WANG, Wei and YANG, Li and undertaken by partner WANG, Wei.
Intellectual Property
Weinian, Li Ziqi's dispute over contracts, trademarks
Hangzhou Weinian (the “Company”) and Sichuan Ziqi Culture Communication Co., Ltd. initiated several lawsuits against each other due to differences in an historical cooperation agreement between both parties, which attracted considerable attention on the Internet.
JunHe was the first law firm selected by the client and assisted the Company to form a legal team made up of several outstanding cooperative law firms. JunHe provided services for the Company as the main legal counsel and assisted it in formulating the overall strategy for this case. JunHe assisted the Company exclusively in the settlement negotiations, the drafting and the closing of the transaction agreement, and represented the client in related core cases together with the other cooperative law firms.
With the mutual understanding of both parties and the active coordination of the local court, the case was finally settled, and the relevant cooperation transaction arrangements were reached, reducing the burden of litigation and saving judicial resources.
The JunHe team was led by partner CHEN, Xunan, and partners WANG, Zhao (George), CHEN, Xiang, LI, Haifeng, LIU, Jiadi, SUN, Tao, LU, Liang (Larry) and ZHAO, Tingting participated in the work.
International Trade Investigations
EU’s investigation into China EVs
On October 4, 2023, the European Commission initiated an anti-subsidy investigation into electric cars imported from China without any application for such action from the EU domestic industry. On October 25, three pure electric vehicle group companies were sampled and selected as mandatory respondent enterprises. JunHe represented one of the mandatory respondent enterprises and participated in responding to the investigation. This investigation has significant implications for China’s pure electric vehicle exporting enterprises. The investigation imposed stringent requirements, with larger volumes of questionnaires submitted by respondent enterprises compared with more typical investigations. JunHe's team worked closely with the company's team to complete nearly a hundred questionnaires and the European Commission's on-site verification in a very short period of time. JunHe will further assist the client in the follow-up procedures and the defense of this case to maximize the client’s rights.
The JunHe team was led by partners TANG, Weiyang (David), WEI, Yingling and CAI, Juanqi (Jessica).
