Hefei Fengle Seed Industry Co., Ltd. (Stock Code: 000713; “Fengle Seed”), has been listed on the Main Board of the Shenzhen Stock Exchange since 1997. It recently announced that transfer procedures had been completed for the acquisition of 122,802,996 shares (accounting for 20% of the total share capital) of the company that are held by Hefei Construction Investment Holding (Group) Co., Ltd. (“Hefei CIHC”) by way of a non-public contract-based transfer by SDIC Seed Technology Co., Ltd. (“SDIC Seed”). SDIC Seed is a wholly-owned subsidiary of State Development and Investment Group Co., Ltd. (“SDIC Group”). The controlling shareholder of Fengle Seed has changed from Hefei CIHC to SDIC Seed, and the actual controller has changed from the State-owned Assets Supervision and Administration Commission of Hefei Province to the State-owned Assets Supervision and Administration Commission of the State Council (SASAC).
SDIC Seed was incorporated in September 2023 with registered capital of RMB 4 billion. It is a seed industry investment operation and management platform set up by SDIC Group to promote the layout of SDIC Group’s businesses in bio-agriculture in accordance with the requirements of the Operation Plan of the State Council on the Layout and Development of Central Enterprises in the Biotechnology Industry.
Fengle Seed was the first ever listed company in the seed industry in China. It is engaged in the seed, agrochemical and spice sectors with a complete scientific research, production, processing, sales and service system. Fengle Seed was one of the first “integrated breeding, reproduction and promotion” seed enterprises in China, and a national leading enterprise in agricultural industrialization in the country.
JunHe was the legal advisor to the purchaser in this transaction and provided all-round and full-process legal services to the client. This included conducting legal due diligence on Fengle Seed, designing and demonstrating the transaction plan, drafting and negotiating the share transfer agreement and the other transaction documents, and issuing legal opinions to the purchaser for the filing of the transaction with SASAC for approval. JunHe drafted and negotiated the cooperation agreement on the establishment of SDIC Seed, analyzed the merger filing both in and outside China and assisted in completing the merger filing in China.
The lead partners in this project were Mr. ZHANG, Jingyu (Eli), Mr. CHEN, Guiyang and Ms. SUN, Fengmin. The partner in charge of the merger filing was Ms. GONG, Mingfang, and partner Mr. NIU, Yuandong conducted the internal audit and provided valuable advice.