The Background

Sino-Ocean Land was successfully listed on the main board of the Hong Kong Stock Exchange on September 28th 2007. Sino-Ocean Land released an announcement in the Hong Kong Stock Exchange dated November 7th 2008, announcing its conditional purchase of the entire issued share capital of Grand More Group Limited and the entire registered capital of Dalian Tsanghao Real Estate Company Limited in an aggregate consideration of RMB1,200,000,000 ( the Transactions ). The Transactions were Sino-Ocean Land’s first discloseable transaction after its IPO as well as an important deal in the global economic crisis.

Headquartered in Dalian, Tsanghao Group is principally engaged in property development and property management and has developed a number of well-known projects in Dalian such as Golden Home Project, Coast Home Project, Green Town Project and Dong Cheng Project.

The Project

Kejie lawyers as Sino-Ocean Land`s PRC legal counsel (i) assisted Sino-Ocean Land in investigating the legal due diligence of the target company, (ii) participated in the structuring, negotiation and documentation of the Transactions, and (iii) assisted Sino-Ocean Land in completing the Transactions.

The Challenge

Complex transaction structure

Many complicated legal issues were involved in the Transactions, including exercise of call option, inter-conditional transactions inside and outside Mainland China, corporate disclosure made by listed company, etc. What’s more, the Transactions should comply with the laws of PRC as well as rules and regulations of Hong Kong Stock Exchange.

Dissimilar governing law

There were two transactions respectively inside and outside Mainland China, the documents of which were governed by the laws of PRC and Hong Kong respectively. Kejie lawyers assisted Sino-Ocean Land in drafting the transaction documents governed by the laws of PRC as well as the laws of Hong Kong.

The Result

With all conditions fulfilled, Sino-Ocean Land completed the Transactions successfully on January 2nd, 2009.

The Team

Kejie Team was led by Partner He Jie,and included Li Xin and Zhang Fang.