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GLO advises on China’s first reverse merger case in which a red chip Hong Kong listed public company spins off part of its China business to list on A share market

On July 29, 2014, CSRC approved the material asset restructuring (through asset/share swap) of China Resources Jinhua Co., Ltd. (a PRC listed public company, trading code: 000810). Upon completion of such restructuring, Skyworth Digital Holding Ltd, a Hong Kong listed public company, will achieve the spin-off and listing of its domestic set-top box business (valued at RMB 3.5 billion) in A share market. This is China’s very first case in which a red chip Hong Kong listed public company spins off part of its China business to list in A share market through reverse merger.

Global Law Office acted as the PRC legal counsel to China Resources Jinhua Co., Ltd. in this complex and challenging project and provided a full range of legal services, including but not limited to, designing the deal structure, conducting legal due diligence, drafting and filing all legal documents and issuing PRC legal opinion required by the CSRC.

Our team was led by our Shanghai-based partner Mr. Yu ZHANG, along with other team member including Mr. Shuguang LU, Mr. Wenjun RUAN and Ms. Yichen CHEN. Our Beijing-based partners, Mr. Jinrong LIU and Mr. Yongquan CHI, also provide strong support to this project.

Other China’s first projects and cases we advised on: 

Our record of legal innovation is unique in the PRC.Over three decades, our expertise has helped set the agenda for change through precedents involving many of the country’s ‘firsts’:

  • The first power plant with overseas project financing—Shandong Rizhao Power Plant
  • The first nuclear power plant project—Dayawan Nuclear Power Plant
  • The first Sino-USA joint venture project—Pingshuo Coal Mine
  • The first leasing of aircraft—Southern Airlines of China
  • The first and second N-Share offering and listing of PRC-based enterprises on the New York Stock Exchange—Brilliance Automotive China Holdings Limited in 1992 and China Yuchai International Limited in 1994
  • The first offshore securitisation transaction, backed by receivables generated from PRC-based originators’ offshore receivables—the 1997 COSCO offshore freight receivables securitisation project
  • The first onshore asset securitisation transaction—securitisation of financial receivables of RMB13.25 billion of China Huarong Asset Management Company
  • The first state-owned red chip company listed in Hong Kong to acquire the controlling interest in an A-share company listed in China by means of a reverse takeover—Tianjin Port Development Holdings Limited (3382.HK), through its wholly-owned subsidiary Grand Point Investment Limited, acquired 56.81% shares in Tianjin Port Holdings Co., Ltd. (600717.SH) from Tianjin Port (Group) Co., Ltd. for a total consideration of HK$10,961 million
  • The first OTC derivatives master agreement and relevant definitions documents in the PRC—as the key drafting member for the NAFMII Master Agreement and its Definitions between 2007 and 2013
  • The first issuance of medium-term notes in the PRC interbank bond market—Huadian Group as the first batch of issuers in 2008
  • The first credit risk mitigation agreement (the Chinese equivalent of CDS) and credit risk mitigation warrants in the PRC—the CRMA and CRMW issued by China Bond Insurance Co., Ltd. as protection seller in 2009
  • The first issuance of CNY bonds in Hong Kong, London and Taiwan markets—the Dim Sum and Island Bonds issued by China Construction Bank Corporation Limited as the first batch of Mainland-background issuers between 2008 and 2013
  • The first issuance of Panda Bonds by an international company in the PRC—Daimler AG in 2014
  • The first case to apply the Docdex Rules of the International Chamber of Commerce in Paris, France, involving a Chinese bank in relation to a letter of credit dispute—the Beijing Commercial Bank L/C case
  • The first case of a PRC-based party defending a lawsuit in the USA—the “Firecracker Case”
  • The first arbitration case in Stockholm—representing a joint-venture company based in Guangdong Province before the Arbitration Institute of Stockholm Chamber of Commerce
  • The first maritime case covering the whole procedure from ship arrest to ship sale—the vessel “Lago”
  • The first successful case of recognition and enforcement of a foreign maritime arbitration award—the vessel “Garden Gate”
  • The first maritime litigation case involving the International Convention on Civil Liability for Oil Pollution Damage of 1969—“Yian Jiu You 2”