29 March 2019

King & Wood Mallesons Advised on Aosaikang’s Successful Backdoor Listing

On 11 March 2019, Beijing New Oriental Star Petrochemical Engineering Co., Ltd. (the "New Oriental Star", stock code: SZ002755) officially changed its stock abbreviation to "Aosaikang ", declaring the   complete victory of the project of Jiangsu Aosaikang Pharmaceutical Co., Ltd. ( the “Aosaikang”) backdoor listing on A-shares capital market via New Oriental Star. The preliminary plan of Aosaikang’s backdoor listing was announced in July 2018, pioneering an unprecedented direct disclosure of major assets restructuring plan without trade suspension. The transaction was approved unconditionally in November 2018 by the Review Board for Merger, Acquisition and Restructuring of Listed Companies of the China Securities Regulatory Commission (the “CSRC”). In December 2018, the official approval was obtained from CSRC and the transaction was closed, which took less than five months. The project progress and the regulatory review efficiency ranked top among the A-shares backdoor listing projects in recent years.

Founded in 2003, Aosaikang has mainly engaged in research and development, production and sales of gastrointestinal, antitumor and other medicines. It is one of the largest PPI (proton-pump inhibitor) injectable manufacturers in China. The transaction plan of this project consists of major asset replacement and  shares issuance for asset purchase, the overall pricing of Aosaikang is RMB7.65 billion, of which RMB580 million is in exchange for equivalent New Oriental Star's assets, and the remaining RMB7.07 billion is paid by the New Oriental Star by way of issuing shares.

As the legal counsel for this major asset restructuring, various departments such as the securities department and pharmaceutical compliance team of the Beijing, Shanghai and Nanjing offices of KWM worked together closely throughout the whole transaction, successfully conquering each legal issue encountered in the process. In this project, the professionalism and dedication of KWM team were highly praised by clients and other intermediary agents involved in the project.

The leading partners of KWM in this project are Jiang Yifeng, Zhang Mingyuan, Shen Chengmin, Xiong Jian and Zhang Yunwei.


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