Guantao Deals │ Guantao Advises Greater Bay Area Fund on Its Strategic Capital Increase in Kylin Software
On June 30, 2025, the Greater Bay Area Fund, serving as the lead investor and coordinator, completed a RMB 1 billion strategic investment in Kylin Software Co., Ltd., together with more than ten strategic investors, including Sinopec Capital Co., Ltd., China Energy Engineering Group Finance Co., Ltd., Jianxin Investment, CSSC Capital Holdings Co., Ltd., Lenovo Group Limited, Haihe Industrial Fund, China Structural Reform Fund Corporation Limited, and Gongrong Shunxi. Together with the follow-on investment from China National Software & Service Co., Ltd., the controlling shareholder of Kylin Software, this round brought the total financing amount to RMB 3 billion, forming an integrated investment consortium of central SOE capital, government-backed funds, and market-based institutions. Acting as PRC legal counsel to the Greater Bay Area Fund, Guantao Law Firm provided full-scope legal services for this strategic capital increase, covering the entire transaction process from investment structuring to closing.
In this strategic capital increase project of Kylin Software, the team addressed several complexities, including the diverse backgrounds of the investors, differing compliance requirements, and a multi-layer SPV structure. Through a clear understanding of regulatory practice, innovative structuring solutions, and the design of the SPV framework, the team not only ensured the legality and compliance of the transaction and the alignment of stakeholder interests, but also contributed significantly to the successful completion of the deal.
Given the characteristics of this project, Guantao assembled a core team of seven lawyers — Xiao Fei, Li Yan, Guo Haizhen, Zhang Wenliang, Bai Lu, Li Wen, and Zhang Xuechun — to jointly provide legal services from structuring through closing. Among them, Guo Haizhen provided key support on insurance capital risk-control and compliance requirements relevant to private fund investments; Li Wen and Bai Lu made significant contributions to the fund structure and closing arrangements, directly ensuring that the client’s expected outcomes were achieved as planned.
Kylin Software’s capital increase will support the development of mobile–desktop integrated terminals, cloud-based servers, and embedded operating systems, while deepening cooperation with major central SOEs, industry partners, and government-guided funds to strengthen the domestic operating system ecosystem.The project brings together a diverse group of investors from the finance, energy, and telecommunications sectors, accelerating technological R&D and deployment, enhancing national cybersecurity capabilities, and contributing to the high-quality development of the digital economy.
