On March 19, 2019, Shanghai Stock Exchange reviewed and approved the application submitted by Everbright Pramerica Fund Management Co., Ltd. for the establishment of "Everbright Pramerica-Dongxing Securities Corporate Finance Department-Sunact Nanchang Wandamao Asset-backed Special Plan". On March 20, 2019, Shenzhen Stock Exchange reviewed and approved the application submitted by Xinyuan Capital Management Co., Ltd. for the establishment of "Xinyuan Capital-Xishuangbanna Dai Culture & Style Park Asset-backed Support Special Plan". JT&N has provided full legal services for the preparation and application for and establishment of the above two asset-backed special plans, and will continue to escort the subsequent issuance of the plans.
Everbright Pramerica-Dongxing Securities Corporate Finance Department-Sunact Nanchang Wandamao Asset-backed Special Plan: The plan appoints Everbright Pramerica Fund Management Co., Ltd. as plan manager; China Zhongtou Trust Co., Ltd. as the trustee; Dongxing Securities Co., Ltd as the project arranger and sales organization; Wuhan Sunact Foundation Investment Holding Co., Ltd. as the original owner; Nanchang Wanda City Investment Co., Ltd. as the project company; Sunact Real Estate Group Co., Ltd. as the credit enhancement entity; Shanghai Stock Exchange as the trading venue; and China Chengxin Securities Rating Co., Ltd. as the rating service provider. Adopting a dual-SPV structure with a total scale of RMB1.79 billion, this CMBS project will remain valid for 18 years. Net incomes from operation of the property of Nanchang Wandamao Shopping Center will be used as the principal source of repayment. Mechanisms including senior/subordinated mechanism, excess coverage, mortgage and pledge, complement of balance by the credit enhancement entity and liquidity support will be carried out for comprehensive credit support. The assets-backed securities of this project consist of senior tranche A asset-backed securities, senior tranche B asset-backed securities and subprime asset-backed securities. Senior tranche A asset-backed securities involve a size of RMB1.29 billion and are given an "AAA" rating; asset-backed securities senior-tranche B involve a size of RMB400 million and are given an "AAA" rating; and subordinated asset-backed securities involve an issuance size of RMB100 million.
Xinyuan Capital - Xishuangbanna Dai Culture & Style Park Asset-backed Support Special Plan: The plan appoints Xinyuan Capital Management Co., Ltd. as the plan manager; Xishuangbanna Mingsheng Business Management Co., Ltd. as the original owner; Xishuangbanna International Tourism Resort Development Co., Ltd. as the project company; Sunact Real Estate Group Co., Ltd. as the credit enhancement entity; Shenzhen Stock Exchange as the trading floor; and China Chengxin Securities Rating Co., Ltd. as the rating service provider. With a total size of RMB800 million and a product duration of 7 years, this ABS project regards tickets to Xishuangbanna Dai Culture & Style Park as the underlying assets and provides comprehensive credit support through such mechanisms as senior/subprime mechanism, credit enhancement entity difference complementation and liquidity support. The assets-backed securities of this project consist of senior tranche asset-backed securities and subprime asset-backed securities. Senior tranche asset-backed securities involve a target size of RMB760 million and are given an "AAA" rating; and subprime asset-backed securities involve a target size of no more than RMB40 million.
The issuance of the above two special plans indicates that Sunac can fully exert its advantages of diversified financing channels. Multi-channel financing has optimized the debt structure of Sunac and effectively enriched Sunac’s working capital, and will provide long-term financial support for its long-term stable development, enhance its market competitiveness and profitability, further stabilize and strengthen its position in the real estate industry.
As one of China's leading real estate developers, Sunac has been listed on The Stock Exchange of Hong Kong Ltd. and is specialized in the comprehensive development of brand residence and commercial real estate. Taking "perfect & far-reaching" as its brand orientation and adhering to the development strategy of "Nationwide Advantageous Layout" and "High-end Products", Sunac devotes itself to becoming an integrated service provider for the beautiful life of Chinese families. After more than 10 years of development, it has made considerable progress in management scale and business scope. It has rapidly grown from an initial common residence developer into a nationally well-known multi-industry comprehensive group company integrating four strategic sectors, namely real estate development, cultural tourism industry, cultural innovation and property services. Sunac ranked 4th among the "Top 500 Chinese Real Estate Development Enterprises in 2019" recently announced by China Real Estate Association. According to the 2019 Research Report on Top 100 Enterprises in Chinese Real Estate Industry jointly issued by the Enterprise Research Institute under the Development Research Center of the State Council and other relevant organizations on March 19, 2019, Sunac ranks 5th among the Top 100 Enterprises in Chinese Real Estate Industry.
It has been more than 10 years since JT&N was appointed by Sunac as its legal advisor for long-term strategic cooperation. From Sunac's introduction of Lehman Brothers, CDH Investments and other pre-listing financing projects when JT&N started cooperation with Sunac, to Sunac's listing on The Stock Exchange of Hong Kong Ltd. and the subsequent bond issuance, targeted additional stock issuance (including bond issuance and targeted additional stock issuance in Hong Kong capital market, and the issuance of public offering bonds and private offering bonds in the domestic capital market), and major strategic investment and acquisition (such as strategic investment of RMB15 billion by Sunac in LeTV, and acquisition by Sunac of Wanda’s cultural tourism asset package), JT&N has been working with Sunac’s team all along and had the honor to participate in and witness the rapid changes and leap-forward development of Sunac.
The two ABS projects are led by JT&N Senior Partner Mingkai WANG, and the project team members include lawyers Yang JI, Yue WANG, Zhaosong XU and Yu WANG. They are expected to provide full legal services for the two ABS projects, including transaction structure design, due diligence on underlying assets, negotiation, drafting and review of transaction documents, and issuance of legal opinions.
Since the launch of the asset securitization pilot project, JT&N has provided legal services for multiple asset securitization projects. The underlying assets include but not limited to credit assets, right to traffic tolls, petty loan assets, supply chain, accounts receivable, right to ticket incomes, right to bill incomes, trust beneficiary right, CMBS/N, final payment, property rent and property fees. This embodies JT&N’s comprehensive practice innovation and professional ability in the asset securitization area, and its full coverage of legal services for financing (small public offering bonds, private offering bonds, short-term financing bills, medium-term notes, PPN, ABN and ABS) in the real estate industry. Since its establishment, JT&N has accumulated abundant professional knowledge and practical experience, had a sound understanding of the laws, regulations and regulatory rules on companies and securities, been familiar with the operation and process of corporate and securities businesses, and established a sound and stable communication and cooperation relationship with the relevant authorities and intermediaries, thus securing the best legal services for its clients.