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JunHe Advices in First Infusion of Red Chip Listed Company’s Controlling Interests into A-share Listed Company


Approved by the China Securities Regulatory Commission and agreed by the Shenzhen Stock Exchange, China Merchants Port Group Co., Ltd. (formerly Shenzhen Chiwan Wharf Holdings Limited, “CM Port”) issued shares to purchase the controlling interests of China Merchants Port Holdings Company Limited (0144.HK, “144 Company”).  This is, the overall listing of port assets A shares of China Merchants Group Limited (“CM Group”) (the “Project”) closing of the target assets was completed on November 16, 2018, and the completed listing of newly added shares on the Shenzhen Stock Exchange on December 26, 2018 (i.e., 146 anniversary of establishment CM Group).  Also on December 26, 2018, CM port launched new securities “CM Port” and “CM Port B”, and the new securities code “001872” and “201872”.  The Project was successfully completed at this point.

Shenzhen Chiwan Wharf Holdings Limited (previous name of CM Port, original securities code “000022” and “200022”) was originally a subsidiary under 144 Company, a Hong Kong red chip listed company, whose overall structure is an A-share listed company controlled by a red chip listed company.  After completion of the Project, 144 Company became a subsidiary controlled by CM Port, whose overall structure transformed to a red chip listed company controlled by an A-share listed company.

After two years of design and one year of efficient implementation, the Project achieved a number of major breakthroughs:

First, the Project achieved two “zero” breakthroughs in an A-share listing.  Specifically, the first was to realize the first case of a red-chip listed company in the A-share market to return to the A-share listing; second was to realize the first case of a listed company on the Shenzhen Stock Exchange to change the securities code and at the same time realize A and B-share code conversion.

Second, after completion of the Project, CM Port will have achieved a substantial increase in asset scale and profitability.

Third, the Project was a cross-border M&A project involving supervision of two places and legal matters in many countries.

Fourth, the Project successfully assisted in the reorganization and integration of the port section under CM Group.

Since the initiation of the Project in November 2017, JunHe has participated in the whole process as CM Port’s legal counsel for special purpose.  The JunHe team efficiently communicated and cooperated with CM Port and intermediaries of all other parties, which effectively facilitated the completion of the Project on schedule, and obtained unanimous recognition, and high appraise from the client and all other parties concerned.

The Project was led by Partners LIU, Yongzhao and WEI, Wei.

JunHe is the only Chinese law firm to be admitted as a member of Lex Mundi and Multilaw, two international networks of independent law firms. JunHe and selected top law firms in major European and Asian jurisdictions are “best friends.” Through these connections, we provide high quality legal services to clients doing business throughout the world.