Haiwen advised CICC in connection with its acquisition of CISC
On April 12, 2017, China International Capital Corporation Limited (“CICC”, 3908.HK) finished the registration formalities of 1,678,461,809 domestic shares issued to Central Huijin Investment Ltd. (“Huijin”) at China Securities Depository and Clearing Company Limited, indicating that the acquisition by CICC of 100% of the equity interest of China Investment Securities Company Limited (“CISC”) from Huijin satisfied by the issue of domestic shares successfully completed. The transaction amount of this acquisition was RMB16.7 billion. Based on the simulated calculation dated on June 30, 2016, the total asset scale of CICC would expand to around RMB200 billion, and the net asset scale would expand to around RMB34 billion.
CICC is the first joint venture investment bank in China, and has played an important role in plentiful pioneering and milestone transactions in Chinese capital market; what’s more, after development over the past more than two decades, CICC has accumulated distinctive advantages in the field of institutional business, cross-border service, and wealth management business aiming at high-end customers. CISC is a fully-licensed securities company, and especially in the field of retail brokerage business, CISC has established relatively strong market status and owns broad and perfect sales department network, plentiful customer foundations and integrated business platform. Benefited from the synergistic effects arising from this transaction, CICC would have a more balanced business structure and a significantly reinforced market position, accelerating the realization of its objective of becoming a world-class investment bank with global influence.
In this acquisition, Haiwen acted as PRC legal adviser of CICC, took full-process participation in the argumentation of PRC legal problems, legal due diligence, drafting of and negotiation on transaction agreements during the schematic design for the transaction, provided legal opinions submitted to competent state-owned assets administration department and securities regulatory department, assisted to obtain the regulatory department’s approval and the implementation of the transaction, and provided high-quality legal services for this acquisition in virtue of its abundant experiences and deep-going understanding on regulatory rules. This project is a strategic action for Haiwen to boost CICC to complete leap-forward development once again after it assisted CICC to realize H shares IPO as issuer’s legal adviser in 2015, assisted CICC to complete the issue of domestic and overseas series bonds with total principal of around RMB16.8 billion such as corporate bond, subordinated debenture and USD middle-term notes, etc. as the issuer’s legal adviser in 2016.
April 13, 2017