Mergers and Acquisitions
Acquisitions and restructuring of companies is one of the core practices of Jia Yuan, covering both the services related to public listed companies including acquisition of listed companies, major asset restructuring, merger by way of absorption, backdoor listing, etc; as well as services related to private companies in their commercial mergers and acquisitions, etc.
Generally, acquisition and restructuring of listed companies are subject to China Securities Regulatory Commission and Stock Exchange’s approvals. Jia Yuan is familiar with all the rules and regulations applied to such acquisitions and restructuring promulgated by the aforementioned approval authorities and departments and their supervising and administrative approach. We are able to cooperate with financial advisors to design most feasible transactional structures to obtain the authorities’ approvals. We are willing to share and contribute our good communication channels with securities regulatory authorities and other competent departments which are built on in course of so many years’ practice, to facilitate clients and the financial advisors with respect to all the communications with the competent authorities on a timely and needed basis for the completion of projects. The acquisitions and restructuring of public listed companies are subject to complicated procedures, preparation of numerous legal documents and extremely tight schedule. Based on our rich practical experience and entire offices’ cooperative working approach, we commit our services to be completed in a high quality manner and strictly compliance with the schedule.
In commercial M&A, lawyers are required to be equipped with a background of solid legal knowledge and rich practical experience, as well as deep understanding of finance and tax rules. Have participated in a large quantity of commercial M&A projects and cumulated very rich experience during long term practice, also having been awarded many honors with excellence, we are capable of combining legal, financial and taxation knowledge to provide clients with services of design transactional structures and participating in all kinds of negotiations.
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Main Services
Acquisition and Restructuring by or of Public Listed Companies
Full range legal due diligence on underlying assets and propose solutions to serious legal risks revealed by investigations
Assist in validating and drawing up major asset restructuring plans
Assist in communicating with creditors and draft documents such as notices to creditors, consent letters, confidential agreements, and other relevant documents
Assist listed companies in work within the scope of asset restructuring which are needed prior to restructuring (such as equity allocation, equity transfer, etc.)
Draft legal agreements involved in major asset restructuring (such as asset disposal agreement, asset acquisition through share issuance agreement, profit compensation agreement, share subscription agreement, etc.)
Draft meeting documents of board of directors and shareholders’ relating to consideration of major asset restructuring of listed companies
Draft Letter of Undertaking required in major asset restructuring
Draft legal opinions for major asset restructuring in accordance with relevant requirements of the CSRC, state-owned assets regulators and the stock exchanges
Reply to regulators’ inquires on legal issues relating to major asset restructuring
Assist in the disclosure of major asset restructuring of listed companies
Assist with the transfer of underlying assets
Other legal services in relation to major asset restructuring of listed companies
Business M&A
Conduct comprehensive legal due diligence on underlying assets, identify risks and propose solutions to serious legal issues revealed by investigations
Assist in validating and drawing up business acquisition plans
Assist in acquisition negotiations and consultations
Draft, review and modify relevant legal documents associated with transactions (such as share purchase agreements, capital increase agreement, etc.)
Other legal services in relation to business M&A
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Key Cases
- Hunan Aerospace Company Limited's acquisition of Kaitian Environmental Technology Company Limited, involving the acquisition and restructuring of an environmental protection company which involved management of water pollution, disposal of solid waste, and control of air pollution etc., but also involved the acquisition of controlling shares of a company listed on the NEEQ (2016)
- Zhejiang Zhuoyuan Investment Company Limited's acquisition of WenFeng Futures Company Limited, involving the acquisition and restructuring of a futures company (2016)
- Yunnan Water Investment Company Limited's acquisition of HarBin Chenergy HIT Environmental Technology Company Limited, involving the acquisition and restructuring of a water treatment company (2016)
- Sinotex Oil Company Limited's acquisition of Jilin Province Yi Jian food processing Company Limited, involving the acquisition and restructuring of a grain storage company (2016)
- Kingray New Materials Science & Technology Company Limited's 100% acquisition of Minmetals Capital Holdings Limited by way of public offering and raising supporting funds, involving restructuring and listing of a financial platform (2016)
- Merger by absorption of China North Locomotive & Rolling Stock Corporation Limited into China South Locomotive & Rolling Stock Corporation Limited, the first merger of two A+H share companies (2015)
- Sinosteel Jilin Carbon Company Limited's major assets replacement and acquisition of assets by way of issuing shares and support financing, involving utilization of shell resource within a group (2014)
- China Communications Construction Company Limited’s acquisition of Greentown China Holdings Corporation Limited, involving the acquisition and restructuring of a real estate development enterprise (2015)
- China United Travel Company Limited's capital increase and share purchase in Harbin Junxin Financing Guaranty Company Limited, involving the acquisition and restructuring of a security company (2015)
- China Minsheng Rongjia Asset Management Company Limited's acquisition of Beijing Xinheng Insurance Brokers Ltd., involving the acquisition and restructuring of an insurance broker company (2015)
- China Minsheng New Energy Investment Company Limited's acquisition of Changfeng Hongyang New Energy Power Company Limited, involving the acquisition and restructuring of a photovoltaic company (2015)
- Sinotex Investment & Development Company Limited's 100% acquisition of Essence Securities Company Limited by way of non-public offering and raising supporting funds, involving restructuring and listing of a security company (2015)
- China Minmetals Corporation's acquisition of Hunan Nonferrous Metals Corporation Limited, involving the acquisition and restructuring of an industrial enterprise (2015)
- Beijing Huaxia Joint Management Consulting Company Limited’s acquisition and increase capital of Guangdong BYBO Dental Investment Management Company Limited, involving an acquisition and restructuring in the medical industry (2014)
- Pangang Group Steel Vanadium & Titanium Company Limited's absorption merger with Pangang Group Sichuan Great Wall Special Steel Company Limited, and Pangang Group’s Chongqing Titanium Industry Company Limited’s asset injection into Panzhihua Iron & Steel (Group) Co. to achieve whole listing of Panzhihua Iron & Steel (Group) Co., the first merger involving three listed companies (2014)
- CITIC Pacific Limited's 100% acquisition of CITIC Group's main business platforms (2014)
- Chifeng Jilong Mining Company Limited's backdoor listing of Guangdong Oriental Brothers Investment Company Limited (2013)
- Shenhua Group Company Limited's takeover bid of Guangdong Golden Horse Tourism Group Stock Company Limited, involving the active privatization and delisting of an A share listed company (2013)
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Team
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Publications
- Research on Acquisition and Restructuring of Listed Companies– Litigation and Arbitration Matters
- Research on Acquisition and Restructuring of Listed Companies– Issuance Price Adjustment Mechanism
- Research on Acquisition and Restructuring of Listed Companies– Underlying Asset’s Attribution of Profit and Loss during Transition Period
- Auditing Requirements of Listed Companies' Issuing Shares to Foreign Shareholders and Purchasing Assets
- Legal Research on Refinancing or Acquisition & Restructuring to Dilute Immediate Profits and Filing Measures
- Legal Issues Involved in Absorption Merger Listing, from the Case of Midea Group's Absorption Merger of Midea Electrical Appliances Co. Ltd.
- Identification Standard and Practical Operation of Back-door Listing (simplified version)
- Interpretation of "Measures for Material Assets Reorganization Management of Listed Companies" - Share Issue Price and Issue Price Adjustment Plan
- The Latest Profit Compensation Policy of Listed Companies' Material Assets Reorganization and Its Analysis (simplified version)
- Related Transactions between Listed Companies and Business Groups' Finance Companies and Their Norms
