The Sy family has firmed up the details of the ownership transfer of its three malls in China to the family-controlled SM Prime Holdings Inc.

In a disclosure to the Philippine Stock Exchange, SM Prime said the acquisition of the three malls in China will be done though a share swap subject to the approval of securities regulators.

The three malls include the 1.38-million square foot SM Xiamen which opened in 2001, the 1.89-million square foot SM Jinjiang which opened in 2005, and the 1.39-million square foot SM Chengdu which opened in 2006.

Under the plan, SM Prime will issue 372.49 million new common shares to Oriental Land Development Ltd. in exchange for 100-percent equity in Mega Make Enterprises Ltd., a corporation that effectively owns 100 percent of SM Jinjiang.

SM Prime will also issue 540.4 million new common shares to Grand China International Ltd. in exchange for 100-percent equity in Affluent Capital Enterprises, the corporation that owns SM Xiamen and SM Chengdu.

The common shares have a par value of P1 per share, SM Prime said.

SM Prime has tapped Citigroup Global Markets Ltd. and Macquarie Securities (Asia) Pte. Ltd. as financial advisers for the acquisition and Savills Valuation and Professional Services Ltd. as property appraiser.

On the other hand, PricewaterhouseCoopers Ltd. and Commerce and Finance Law Offices were appointed to handle China and tax regulatory issues, while Grant Thornton International would act as the deal’s independent financial adviser.

SM Prime operates the SM malls, supermarket and shoemart stores in the Philippines.

The Sy family earlier said it was planning to build its fourth mall in China this year and may also expand to other neighboring countries such as India and Vietnam.

The fourth mall is expected to rise on a seven-hectare property that the group acquired with some pasrtners in Chong Quien. It is slated for opening in early 2009.

The group may also allot about 30 percent of the property for the development of residential condominiums which could be either undertaken by SM Prime, SM Development Corp. or the new Shoemart, which has recently been restructured into the groups new property holding company.

The group earlier said it aims to have 10 malls in China over the next three years to capitalize on China’s growing economy and population which is 15 times that of the Philippines.