Recently, Red Star Macalline Group Corporation Ltd. ("Macalline", Stock Code: 601828.SH/01528.HK) has announced the completion of a change of control. Red Star Macalline Holding Group Company Limited ("Red Star Holding"), the original controlling shareholder of Macalline, held a 60% stake in Macalline. Red Star Holding transferred 29.95% of its shares in Macalline by agreement to Xiamen C&D Inc. ("C&D", Stock Code: 600153.SH) and its holding subsidiary, Lianfa Group Co., Ltd., and coordinated with the holder of exchangeable corporate bonds, Alibaba (China) Network Technology Co., Ltd. to exchange bonds for 5.70% of the shares of Macalline. Following the transaction, C&D became the controlling shareholder of Macalline, and the State-owned Assets Supervision and Administration Commission of Xiamen Municipal People's Government became the actual controller of Macalline.

 

Macalline is a leading home furnishing and furniture mall operator, as well as home furnishing platform provider in China. As of the end of 2022, the company had 94 portfolio malls, 284 managed malls, and 8 home furnishing malls through strategic cooperation. In addition, the company authorized 57 franchised home improvement material projects. The company operated in 223 cities of 30 provinces, municipalities and autonomous regions across the country, totaling 476 home improvement material stores and industry streets, with a total business area of 22,508,291.30 square meters, ranking first in China.

 

C&D is a modern service-oriented enterprise specialized in supply chain operation and real estate development. The company has ranked in "China's Top 500 Listed Companies" for 22 consecutive years, currently placing 15th on the list.

As the first acquisition of an A+H listed company by an A-share listed company, a major asset restructuring of an A-share listed company, as well as the largest "A-to-A" transaction in terms of asset size to date, the project has set a precedent in a number of matters. Tian Yuan served as the special legal advisor to Red Star Holding in the project. A professional team, consisting of Tian Yuan's partner Xu Tao and lead counsels Zheng Hao, Zhao Jiayan, Xu Liangyu and Zhu Jiayao, provided professional legal opinions and services to Red Star Holding in transaction structure design, communication with the regulator and coordination with the parties involved, to ensure that the transaction was concluded on schedule.

 

Tian Yuan was widely and highly praised by Red Star Holding, Macalline and other parties involved for its rich experience in capital market service, rigorousness, responsibility and efficiency, as well as meticulous dedication in providing service.