Hylands Assists JSTI Group in Implementation of Change of Control Program

On August 23, 2021, the application of JSTI Group (hereinafter referred to as "JSTI", stock code: 300284) to issue shares (hereinafter referred to as "the Issue") to a specific target, Guangzhou Pearl River Enterprises Group (hereinafter referred to as “Pearl River"), was approved by the CSRC for registration. Upon completion of the issue, the controlling shareholder of JSTI will be changed to Pearl River while the actual controller will be changed to Guangzhou State-owned Assets Supervision and Administration Commission.

JSTI was officially listed on the GEM of Shenzhen Stock Exchange in 2012, and is the first listed engineering consulting A-share company in China. JSTI ranks among the top in scientific research level, business technology, enterprise qualification, brand and market share, and has been included in the "Top 60 Chinese Engineering Design Enterprises" jointly selected by Engineering News Record (ENR) and China Construction Times for 16 consecutive years (ranked seventh in 2020), and JSTI was ranked first among private enterprises. As a wholly-owned enterprise under the Guangzhou State-owned Assets Supervision and Administration Commission, Pearl River has been deeply engaged in infrastructure construction and operation services in the Guangdong-Hong Kong-Macao Greater Bay Area over the years, and boasts profound regional resource advantages and strong capital funding strength. The transaction is conducive to giving full play to the advantages of both parties in their respective fields and achieving mutual benefits.

The overall plan of the change of control of JSTI included: 1) the former effective controller of JSTI to surrender part of the voting rights; 2) Pearl River to subscribe 291,421,794 shares of JSTI through the issuance of shares by JSTI to specific targets; 3) Guangzhou State-owned Industrial Development Merger and Acquisition Fund Partnership (Limited Partnership), a party acting in concert with Pearl River, to acquire 5% of the shares of JSTI held by the former controlling shareholder and effective controller of JSTI by way of agreement transfer. In the transaction, a total of approximately RMB2.8 billion of subscription funds and share transfer price were issued to specific parties. Hylands Law Firm was appointed as the exclusive legal advisor for the change of control project of JSTI, providing a full range of legal services including transaction structure design, business negotiation, drafting and revision of transaction documents, legal due diligence and issuance plan adjustment. The managing partner of this Project was Xiaojiang SHU, and the main team members were Xiaojiang SHU and Chenyan QIN.