On May 16, 2024, Marketingforce Management Ltd ("Marketingforce" or the "Company", stock code: 02556.HK) was successfully listed on the main board of the Stock Exchange of Hong Kong (HKSE). Marketingforce offered a total of 5,949,700 shares, at HK$ 45 per share, with an increase of 18.46% on the first day of listing. At the close of trading on May 21, Marketingforce closed at HK$ 59.6 per share, with a total market value of over HK$ 14 billion. Marketingforce is one of the first companies with a VIE structure (i.e., an agreement control structure) to obtain the China Securities Regulatory Commission (CSRC)'s filing notice and to complete an initial public offering in Hong Kong in 2024, since the New Overseas Listing Regulations came into effect.
Founded in 2009, Marketingforce is a leading company in marketing and sales SaaS solutions. It relies on artificial intelligence, big data analysis and cloud computing technology to provide customers with accurate and efficient one-stop marketing solutions. Marketingforce helps the digital and intelligent transformation of enterprises in retail consumption, automobiles, finance, B2B, medicine and big health, corporate services, cross-border e-commerce and other industries. According to Frost & Sullivan, in 2022 Marketingforce was the largest marketing and sales SaaS solution provider in China in terms of revenue.
JunHe acted as the corporate counsel to Marketingforce. Since the kick-off of the project in early 2021, JunHe has assisted the company in completing its cross-border restructuring, the exit of certain original shareholders, its pre-IPO financing, its overseas equity incentive plan, its VIE Pre-A1 Submission with HKSE regarding the VIE "narrowly tailored" requirements and other pre-IPO restructuring and preparation work. JunHe provided full-range and comprehensive legal services during the entire pre-IPO restructuring and preparation process.
During this deal, the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (the "New Overseas Listing Regulations") were implemented on March 31, 2023. JunHe’s team efficiently assisted the Company in preparing the application materials for submission to the CSRC and successfully obtained the CSRC filing. They provided a series of high-quality legal services during the listing application and feedback process. This included completing the legal due diligence on domestic entities, assisting the Company in taking targeted rectification and compliance measures, issuing PRC legal opinions, providing detailed explanations and responses to the key PRC law-related issues of concern for the HKSE, and other domestic legal work related to the listing in Hong Kong. JunHe ultimately helped Marketingforce successfully obtain the HKSE’s approval for this IPO application. JunHe’s deal team with its solid work attitude and professional service capabilities won high recognition and trust from the client, shareholders and other intermediaries.
Partners WANG, Yi, SHANG, Shiming (George) and WAN, Shang led JunHe’s team for this deal, with support from partner LAO, Chengzhe for the internal review. Partner SUN, Bo (Carol Sun) also provided full-process legal services on data compliance and cybersecurity during the offering and listing stages.