CATEGORIES: PRC capital market
LEGAL COUNSEL: Grandway Law Offices served as legal counsel of Tianjin Qixin Zhicheng Technology Co Ltd (controlling shareholder of Qihoo 360 Technology). Commerce & Finance served as legal counsel of SJEC Corporation.
KEY POINTS: Qihoo 360 was a leading company in the field of Internet security. An enormous company, it has a large number of assets consisting of intellectual property rights and various business segments such as Internet advertising and games. In addition to a sale of substantial assets, SJEC Corporation implemented a swap of material assets with all shareholders of Qihoo 360, and issued shares to purchase assets.
As a result of the transactions, Tianjin Qixin Zhicheng Technology Co Ltd became the controlling shareholder of the listed company, thereby enabling a backdoor listing of Qihoo 360. According to Commerce & Finance, the return of Qihoo 360 to China’s A-share market through a backdoor listing was the largest and most complicated structure of its kind to date.
The deal took three years to close, during which it faced extremely complicated situations, for example, drastic fluctuations in domestic and overseas capital markets, and adjustment of regulatory policies. During the deal process, Qihoo 360 completed several plans, including privatization of the US-listed company, dismantling of its red-chip structure, transformation into a joint stock company, reorganization and going public.
Read more: Deals of the Year 2018
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