On December 31, 2019, China Aviation Industry General Aircraft Co., Ltd. (“CAIGA”), Shenzhen Guihang Industry Co., Ltd. (“Shenzhen Guihang”), China Guizhou Aviation Industry (Group) Co., Ltd. (“CGAIG”) and Hainan Development Holdings Co., Ltd. (“Hainan Holdings”) entered into a Share Transfer Agreement, pursuant to which CAIGA, Shenzhen Guihang and CGAIG shall transfer a total of 217,934,203 shares of AVIC Sanxin Co., Ltd. (stock code: 002163, “AVIC Sanxin”) to Hainan Holdings at the price of RMB5.88 per share. After the transaction is completed, Hainan Holdings will hold 27.12% of the total share capital of AVIC Sanxin. On May 28, 2020, AVIC Sanxin announced that the ownership transfer registration in respect of all shares involved in this transfer of control has been completed, its controlling shareholder was changed to Hainan Holdings and its actual controller was changed to the State-owned Assets Supervision and Administration Commission of Hainan Provincial Government. In the transaction, JunHe, on behalf of the acquirer, Hainan Holdings, provided whole-process legal services for the transaction.
The acquirer in the transaction, Hainan Holdings, is the largest provincial state-owned enterprise in Hainan Province. The acquired target company AVIC Sanxin was listed on the SME board of the Shenzhen Stock Exchange in 2007 and its primary businesses are curtain wall and interior installation engineering, photovoltaic glass, special glass technology and deep processing. CAIGA, the former controlling shareholder of AVIC Sanxin, is a subsidiary of the central enterprise Aviation Industry Corporation of China, Ltd.
The transaction is a successful example of mutual benefit and win-win situation between central and local state-owned enterprises in the context of the construction of the Hainan Free Trade Port.
In the transaction, JunHe provided the acquirer with full-scale and whole-process legal services including: (1) efficient and professional legal due diligence of AVIC Sanxin and its subsidiaries; (2) full participation in the negotiations of the transaction and taking charge of the drafting, modification and finalization of transaction documents; (3) issuing legal opinions to assist the acquirer in obtaining the official reply from the SASAC authorities; and (4) demonstrating the concentration of undertakings involved in the transaction and assisting the acquirer in completing the merger control filing.
The subject of the transaction， AVIC Sanxin， conducts business throughout the country. JunHe Guangzhou, Haikou and Shenzhen offices worked together to complete the due diligence visit in a relatively short period of time and JunHe anti-monopoly team also provided strong support for the merger control filing involved in this project， which fully reflects the efficient and high-quality services provided by JunHe as a real integrated firm. JunHe team has been recognized by the client and other counterparties and intermediaries for its efficient, rigorous and stable work style as well as meticulous and professional service attitude.
In this project, the leading partners were Mr. XIA, Ruhai and Mr. ZHANG, Ping and the responsible partner was Mr. YAO, Jiwei (Jervis). Ms. GONG, Mingfang was responsible for the notification of antitrust review of the project.