China

In October 2025, Yuexiu Group, through Yuexiu Insurance (Holdings) Limited, acquired 83.33% of the shares of Hong Kong Life Insurance Limited (Hong Kong Life) from Asia Insurance Company Limited, OCBC Wing Hang Bank Limited, Shanghai Commercial Bank Limited, and CMB Wing Lung Insurance Company Limited. Upon completion of this transaction, and combined with the 16.67% shares held by its subsidiary Chong Hing Insurance Company Limited, Yuexiu Group achieved full ownership of Hong Kong Life, marking the largest life insurance acquisition in the Hong Kong market since 2024. Yuexiu Group injected an additional HKD 1 billion into Hong Kong Life, expanding its diversified presence in insurance products, services and channels. Yuexiu Group was founded in Hong Kong in 1985 and developed into a Guangzhou-based state-owned enterprise. It has a modern industrial system encompassing finance, real estate, transportation infrastructure and food, known as a '4+X' model. By 2024, the group's asset scale exceeded RMB 1.1 trillion, making it the largest local state-owned enterprise in terms of assets in Hong Kong. In the financial sector, Yuexiu Group had previously established a presence in banking, securities, futures, and investment, among other financial licenses. The successful acquisition of Hong Kong Life not only completes a crucial puzzle in Yuexiu Group's insurance sector but also formally constructs a cross-border financial ecosystem centered on banking, insurance, securities, and investment. This has significant strategic importance for Yuexiu Group in further solidifying industry collaboration, advancing innovative business models such as 'pension insurance + wellness communities' and 'insurance funds + patient capital', and deepens the integration of industry, finance and social welfare. JunHe was the domestic legal counsel for Yuexiu Group in this acquisition and capital injection transaction, and provided comprehensive domestic legal services for Yuexiu Group's acquisition of Hong Kong Life through its overseas structure and subsequent capital injection. With Yuexiu Group's special attributes as a state-owned enterprise investing in cross-border financial institutions, JunHe demonstrated the legality and compliance of the overseas acquisition and capital injection, as well as the management authority and procedural requirements for state-owned assets. JunHe offered clear legal assessments and practical guidance on critical and complex issues such as the internal and external regulatory approvals involved in the transaction. The project was led by JunHe partner Mr. ZHANG, Ping (Pete).

On January 23, 2026, the Shanghai FTZ branch of the Industrial Bank (hereinafter referred to as the Issuer) successfully issued RMB 3 billion Magnolia bonds, due in 2029. The issuance had a coupon rate of 1.95% and was under the USD 5 billion Medium Term Note Program of Industrial Bank Co., Ltd. (this Project). They were then listed on the Hong Kong Stock Exchange. These were the market's first Magnolia bonds issued by a FTZ entity, signifying an expansion in the type of Magnolia bond issuers and opens a new channel for offshore financing by FTZ financial institutions. Magnolia bonds are an innovative offshore bond launched by the Shanghai Clearing House in collaboration with Euroclear Bank and under the guidance of the People's Bank of China. This successful issuance provides a practical example for Shanghai to enhance its global resource allocation capabilities and build an international financial center. It injects new momentum into the exploration of the offshore RMB bond market and the cultivation of an overseas RMB asset pool. The Issuer was established in December 2014 and is one of the first financial institutions to settle in the China (Shanghai) Pilot Free Trade Zone. Leveraging the comprehensive financial strengths of the Industrial Bank Group, the Issuer is positioned at the forefront of Free Trade Zone policies and specializes in cross-border finance, trade financing, fund settlement, and innovative services. It has achieved outstanding outcomes and possesses strong comprehensive service capabilities. JunHe served as the international legal advisor and agent legal advisor for the underwriters in this Project. The firm drafted the entire set of transaction documents, maintained close communication and coordination with all parties, including the Shanghai Clearing House and Euroclear Bank, and advanced the drafting and signing of all the transaction documents. JunHe conducted due diligence, issued foreign legal opinions, and assisted in organizing the underwriting syndicate composed of multiple underwriters to successfully complete the pricing and issuance of the bond. Throughout this project, JunHe's team earned high trust and unanimous recognition from the Issuer, the underwriters, and the other intermediary institutions with its rigorous and efficient work style, solid professional service capabilities, and meticulous and dedicated service attitude. The lead lawyer for this Project was SHI, Libin, and the partner in charge was Lee, Alex Jao Jang.

On November 10, 2025, CPE Yuanfeng announced a strategic partnership with the Burger King brand, which is wholly owned by Restaurant Brands International (RBI). CPE Yuanfeng and RBI announced the establishment of the joint venture, 'Burger King China'. Upon completion of the transaction, CPE Yuanfeng will hold approximately 83% of the controlling shares in Burger King China, while RBI will retain about 17% of the shares. This partnership marks the next phase of Burger King's growth in the Chinese market. CPE Yuanfeng will inject capital into Burger King China to support the expansion of its restaurant, marketing, menu and operational capabilities, seizing the on-going opportunities in China, the world's fastest-growing consumer market. JunHe acted as CPE Yuanfeng's legal advisor in China and provided comprehensive and in-depth legal services for this transaction. They fully supported the client in successfully completing the deal. As an asset management institution based in China with a global perspective, CPE Yuanfeng focuses on value creation. With deep industry insight and a broad resource network, CPE Yuanfeng promotes the integration of capital and industry, supporting leading companies to achieve sustainable performance growth. CPE Yuanfeng has a strong industry focus, continuously investing in long-term, high-potential sectors. Since its inception, CPE Yuanfeng has been deeply involved in the chain consumer services sector, with cumulative investments of approximately RMB 10 billion in related fields. They have invested in many industry-leading companies such as Mixue Bingcheng, Aier Eye Hospital, Lao Pu Gold, Pop Mart, Beauty Farm, Yonghe Hair Transplant, and Si Yu Hair Care. Restaurant Brands International (RBI) is one of the world's largest quick-service restaurant groups, with annual system-wide sales exceeding US$ 45 billion. It has over 32,000 restaurants in more than 120 countries and regions. RBI owns four globally renowned and iconic quick-service restaurant brands: TIM HORTONS®, BURGER KING®, POPEYES®, and FIREHOUSE SUBS®. These independently operated brands have been serving their customers, franchisees, and communities for many decades. Through its 'Restaurant Brands for Good' framework, RBI is improving sustainability outcomes related to food, people, communities and the planet. In this project, JunHe served as CPE Yuanfeng's legal advisor in China, and was primarily responsible for conducting legal due diligence on Burger King China's domestic subsidiaries and stores in China. JunHe reviewed the transaction documents related to Chinese law and assets, conducted antitrust filings, and assisted with the closing. The complexities and challenges of this project include: （1）The acquisition involved numerous stores and a significant transaction amount, requiring assistance in resolving various historical issues related to the target business. （2）The legal issues involved in this project were complex and diverse, requiring comprehensive consideration of the regulatory requirements in domestic and foreign jurisdictions. JunHe leveraged its teamwork and professional advantages to provide timely professional legal support to ensure the smooth progress of the transaction. （3）The antitrust filing process involved multiple considerations across different products and geographic markets. JunHe showcased its excellent professional capabilities and communication skills to demonstrate to the regulatory authorities, using various data and methods, that the project would not raise competition concerns. （4）In spite of a very tight schedule, JunHe fully assisted the client in managing the project's timeline and coordinated communication among all the parties, ultimately successfully completing the project. JunHe is committed to providing professional, practical and efficient legal services to its clients. This renewed collaboration with CPE Yuanfeng is a testament to its continued recognition of JunHe's excellent service quality over the years, further solidifying JunHe's leading position in the field of consumer mergers and acquisitions. The lead partners for this project were XIE, Zheng and LU, Xiaonan. The antitrust lead partner was WEI, Yingling and the main handling partner was DONG, Zhe.

JunHe recently represented SIIC Capital (Hong Kong) Investment Management Company Limited (SIIC (HK)), the Hong Kong fund management and investment platform of Shanghai Industrial Investment (Holdings) Co., Ltd. (SIIC Group), and Azzurra Capital, a renowned European private equity firm, in the successful establishment and initial closing of Asia Environmental Technology Fund (AETF). JunHe also assisted both parties in forming a joint venture general partner to facilitate the coordinated management of AETF. AETF is a Hong Kong limited partnership fund governed by Hong Kong law, and is jointly initiated and funded by SIIC (HK) and Azzurra Capital. As a key strategic initiative of SIIC Group in the green technology sector, AETF has a target size of USD 500 million. It aims to leverage Hong Kong as a base to connect with global markets, integrate high-quality capital from Asia, Europe, and the Middle East, and combine the professional investment expertise of international private equity with SIIC Group's extensive industrial resources. AETF will focus on investing in high-growth potential green technology projects in Asia, and aims to be a benchmark platform for cross-border environmental technology investment. Its investment scope covers the renewable energy industry chain, energy conversion and storage technologies, digital and intelligent technologies enabling green and low-carbon development such as AI, the Internet of Things (IoT), and smart manufacturing. It also covers circular economy and resource regeneration, sustainable agriculture and future food systems, climate technology (including CCUS) and environmental monitoring solutions, as well as globally competitive green consumer goods and other sustainable lifestyle sectors. SIIC Group and Azzurra Capital will leverage their unique strengths to build a partnership characterized by complementary advantages and mutual development. Since its establishment in Hong Kong in 1981, SIIC Group has focused on two core areas: life health and environmental health. It has accumulated profound knowledge and experience in industrial integration, project operation and local resource coordination. Azzurra Capital has assets under management of USD 900 million and possesses extensive cross-border fund management experience and a strong investment track record across Europe, the Middle East and other regions. It specializes in green technology and sustainable development. The joint establishment of AETF is a significant response to the global call for low-carbon transformation and green development. It is also a concrete effort to deepen cross-border investment cooperation, support synergistic development between Shanghai and Hong Kong, and empower the high-quality growth of Asia’s environmental technology industry.  It represents a strategic choice for both parties to achieve complementary advantages and mutual success. As the Hong Kong legal counsel for AETF, JunHe demonstrated exceptional professional capabilities and service standards throughout the establishment and operation of AETF. From preparation and setup through to closing, JunHe provided comprehensive legal support and advisory services. JunHe team designed and optimized the fund structure and the co-general partner arrangement, negotiated and drafted the full set of legal documents, led the registration and filing processes, engaged in multiple rounds of investor negotiations, provided critical legal advice, and facilitated the successful launch and initial closing of AETF. Leveraging their extensive experience accumulated from similar projects, along with their rigorous, efficient and meticulous work style and dedicated service attitude, JunHe team earned high recognition and praise from the client. This project marks another significant achievement for JunHe in the Hong Kong private equity fund market, further showcasing the firm’s comprehensive strengths and sustained dedication in cross-border fund formation and asset management. It also highlights JunHe's exceptional performance in facilitating Shanghai-Hong Kong cross-border collaboration and managing complex multi-jurisdictional projects. Leading this project were JunHe’s Hong Kong partners DE, Lihua (Theresa) and WANG, Weiwei. The executing partner was WANG, Weiwei.