SinoChem Group Co., Ltd. (“SinoChem Group”), through its wholly-owned subsidiary, SinoChem Agriculture Holdings (“SinoChem Agriculture”), entered into a Share Transfer Agreement with 11 shareholders of Win-All Hi-Tech Seed Co., Ltd. (stock code: 300087, abbreviation: Win-All Hi-Tech) on November 15, 2018, whereby SinoChem Agriculture would be transferred approximately 21.50% shares in Win-All Hi-Tech in agreement for a consideration of RMB 819 million. The title of the shares were transferred on December 21, 2018, and thereby SinoChem Agriculture became the largest shareholder of All-Win Hi-Tech. JunHe acted as the PRC legal counsel to the transferee in this project. In this project, a state-owned enterprise transferred the shares of a domestic listed company in the secondary market by agreement, adding another deal to JunHe’s practice in the securities trading in the secondary market.
SinoChem Group is a key state-owned enterprise under the supervision of the State-owned Assets Supervision Administration Commission of the State Council of China. Its predecessor was China National Chemicals Import and Export Corporation. It is currently one of China’s four largest state oil companies, China’s leading chemical service provider, China’s biggest agricultural inputs (fertilizer, seed and agrochemicals) company and integrated modern agricultural service operator. It was ranked 98th in 2018 on the Fortune Global 500 list. All-Win Hi-Tech is a modern agricultural high-tech seed enterprise “integrating breeding and promotion” domestically, and is mainly engaged in fine rice, corn, wheat and other major crop seed research and development, breeding, promotion and service. Successfully listed in GEM on the Shenzhen Stock Exchange in May 2010, it is honored as the “first seed stock of GEM in China”. It is of certain strategic significance for SinoChem Group to participate in All-Win Hi-Tech through its wholly-owned subsidiary.
As the PRC legal counsel to SinoChem Agriculture, JunHe has completed the design and demonstration of key issues involved in the trading scheme, conducted legal due diligence of target company, drafting, multi-round revisions and finalization of transaction documents, preparation of approval matters and disclosure documents and others with its high-quality, rigorous and efficient legal services. Shortly after the launch of this project, the Measures for the Supervision and Administration of State-owned Equities of Listed Companies officially came into force in July 2018. The transferors involved in this project include multi-type shareholders including corporations, joint ventures, contractual funds, directors of listed companies and other natural persons, and the main transferor was still under instigation by CSRC when the scheme was designed, meaning that SinoChem Group might incur horizontal competition for its cooperation with foreign investment, making the project even more complicated. With a solid legal foundation, the JunHe team has provided excellent detailed answers and professional legal advice to the client with respect to the design of the project scheme, supervision and administration of state-owned assets, change in the equities of listed company, and concentration of undertakings, and has won high recognition and trust from the client and other intermediaries.