Leading international law firm Clifford Chance has advised on the proposed take private of China Youzan Limited by BetaCafe Holdings Limited by way of a scheme of arrangement for cash consideration and its proposed delisting from the GEM of the Hong Kong Stock Exchange. Concurrently, shareholders of China Youzan will also receive approximately 52% of the shares of Youzan Technology Inc., a major subsidiary of China Youzan, held by China Youzan by way of a distribution in specie, while Youzan Technology has applied for the listing of all of its shares on the Main Board of the Hong Kong Stock Exchange. The take private proposal is subject to certain pre-conditions, while completion of the transaction is subject to, among others, regulatory and shareholder approvals. The market capitalization of China Youzan was approximately US$7 billion at the market closing on 26 February 2021.

The team was led by partners Fang Liu and Virginia Lee. They were supported by counsel Yufei Liao, senior associates Sheng Chen, Janet Tang and Winnie Poon, and associates Anson Wong, Jason Liu and Zhengyuan Fan.

Fang said, “Being the lead counsel on the transaction, we were delighted to devise this highly innovative transaction structure and assist our clients as the key principals in the transaction to resolve extremely complex legal and business issues.”

Virginia added, “This transaction showcased the breadth and depth of our team’s capabilities in a number of areas including the take private, listing and Hong Kong securities law and regulatory compliance.”

Youzan Technology is China’s largest cloud-based commerce service provider, providing merchants with subscription solutions and merchant solutions centred on its SaaS (Software as a Service) products, helping merchants establish online presence and digitize business operations, acquire and manage customer traffic, enhance customer acquisition, repeat purchase and operational efficiency, and achieve success in the decentralized e-commerce market.