COFCO Property (Group) CO., Ltd. (stock code: SZ 000031, “COFCO Property”) completed the project that COFCO Property acquired 9,133,667,644 ordinary shares of JOY CITY PROPERTY LIMITED (stock code: HK 00207,”Joy City Property”) held by Vibrant Oak Limited by issuing shares and major asset restructure project of matched fund raising. The project (COFCO Property acquired Joy City Property) is a typical case where an A-share listing company acquired the controlling right of offshore listing company directly and maintained its offshore red-chip company’s offshore listing status after acquisition.
COFCO Property is an A-share listing company owned by COFCO Group whose main businesses are commercial real estate developing, house renting and property management.
JunHe, as the domestic legal counsel to COFCO Property, participated in the project and provided legal services including a demonstration of deal structuring, negotiations with multiple government administrative, due diligence, drafting, reviewing, modifying the deal’s MOU, negotiating with offshore legal counsels, approvals from government and conducting legal opinions. The JunHe team’ s solid legal professionalism and delegate working style was highly recognized by the clients and other intermediaries. The main operation form is residence, with the city formation located in Beijing, Shanghai, Shenzhen, Chengdu and other band-1, band-2 cities in China. Developed a series of residences including “No.1”, “Auspicious Cloud”,”Jin Cloud” and “Hong Cloud” etc. Joy City Property was a commercial synthesis and offshore listing platform of commercial real estate operation owned by COFCO Group as a national commercial real estate brand “Joy City” focusing on developing, operating, selling, renting and managing commercial property. After completion of this deal, COFCO Property has formed an integrative, and all-around business formation of residence and commercial real estate business. COFCO has also become a synthetic platform of residence and commercial real estate business owned by COFCO Group.
The deal plan was extremely complex, involving approvals and registrations from multiple domestic regulation administrative including SASAC, MOFCOM, NDRC, SAMR, and CSRC, as well as the difficulty of approving increased owing specific to the real estate industry. Great challenges were faced with clients and other intermediaries under conditions that were unique with no similar or previous cases to refer to. Finally, the JunHe team cooperated closley with clients and other intermediaries, negotiating with regulating administrative and being creative, which illustrated an example of effectiveness in the capital market. The Project involved two listing companies and the consistency of domestic and offshore information disclosure in the security market, also negotiated thoroughly with the SZEx and HKEx and responded through rounds of inquiries to them.