King & Wood Mallesons (“KWM”) advised Greenland Holding Group (“Greenland”) on its successful completion of back-door listing by injecting assets of over RMB 66.7 billion into Shanghai Jinfeng Investment Co., Ltd. (“Jinfeng Investment”) in exchange for over 11.6 billion shares.  In this project, assets restructuring included two processes: replacement of assets, and purchase of assets by issuing shares. To-date, this is the largest non-financial corporate M&A deal in the China A-share market. It marks a landmark decision by the Shanghai State-owned Assets Supervision and Administration Commission of the State Council (“SASAC”) to encourage a mixed ownership restructure.

The listing has included Jinfeng Investment swapping its assets for equities held by Shanghai Properties Group in Greenland. The assets will be transferred to Shanghai Properties Group or a third party designated by it. As part of the listing process, Jinfeng Investment also issued shares to ten shareholders of Greenland in exchange for equities held by them in Greenland, including the rest of the equities held by Shanghai Properties Group in Greenland after the swap.

KWM team participated in the whole process and successfully addressed many legal issues. In this project, Greenland creatively initiated the structure of  “limited partnership in double levels+ limited partnership’s merging with ESOP Association”, which was the first case among A share companies.

Led by partners Mr. Zhang Yongliang, Ms. Song Yanyan and Mr. Ye Guojun,  the King & Wood Mallesons team acted as the legal counsel to Greenland. The deal was, supported by Mr. Chen Wei, Ms. Qiu Keqi, Mr. Li Haifeng, Mr. Li Zhenjiang and Ms. Yu Aiwan. Partners Mr. Feng Ai, Mr. Mu Peng, Ms. Tang Lizi and lawyers from various PRC offices provided strong support to this project, delivering a seamless execution of the transaction.

Greenland is the first Chinese real estate group to be listed among Fortune 500 companies.