Shanghai Bolex Food Technology Co., Ltd. (stock code: 603170, “Bolex Food”) recently signed transaction documents with Huansheng Information Technology (Shanghai) Co., Ltd. (“Huansheng”), a subsidiary wholly owned by Yum China Holdings, Inc. (“Yum China”, whose ticker symbol at the New York Stock Exchange is YUMC and stock code at the Hong Kong Stock Exchange is 9987). Huansheng will contribute RMB 143 million to the capital of Zhejiang Bolex Foods Technology Co., Ltd. (“Zhejiang Bolex”), a wholly-owned subsidiary of Bolex Food. After the capital increase, Huansheng will directly hold 40% equity interest in Zhejiang Bolex, and the equity interest held by Bolex Food in Zhejiang Bolex will reduce from 100% to 60%. As the legal counsel to Bolex Food, JunHe participated in the whole process of reviewing, revising and negotiating the full set of transaction documents related to the joint venture.
Bolex Food is listed on the Main Board of the Shanghai Stock Exchange. It is engaged in the research and development, production and technical services of food seasonings and enjoys an outstanding reputation in the industry. Its partners include, but are not limited to, Yum! Brands, Burger King, Kungfu, Papa Johns, Starbucks and Shake Shack. Yum China is China’s largest restaurant company (by system sales in 2022) and owns brands including KFC, Pizza Hut, Taco Bell, Lavazza, Little Sheep and Huang Ji Huang. Zhejiang Bolex, the joint venture between the two parties, is an important production entity of Bolex Food in East China. Yum China’s capital injection into Zhejiang Bolex will help to improve the level of automation of the latter’s production lines, build a digital production system and enhance the overall competitiveness of the company. Bolex Food and Yum China will take this opportunity to build their respective strengths in the food industry and catering market and actively cooperate with each other in related fields, to further strengthen and deepen their partnership in the product development and application areas as well as boosting market development.
This was a benchmark transaction in the domestic restaurant industry. The transaction documents and negotiations were complex, involving not only the review and negotiation of the capital increase agreement and the shareholders’ agreement, but also the drafting, review and negotiation of the intellectual property license agreement between Bolex Food and Yum China, as well as issues related to the merger control notification. In addition, the project had a very tight schedule. JunHe’s team participated in the project throughout the entire process and ensured the successful transaction by its deep understanding of the project and the focus of commercial negotiations. It had a clear grasp of each party’s core demands. JunHe’s team was highly recognized and trusted by the client for their rigorous and efficient legal services.