Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

Commerce & Finance Law Offices has had an impressive year in capital markets, sharing roles on many deals. In one of the largest IPOs, the firm acted for Zhongwang Holdings on its HK$9.5 billion (US$1.58 billion) offering, where UBS, JPMorgan and CITIC Securities International were joint book runners and managers. On China Shanshui Cement Group’s HK$2.4 billion Hong Kong IPO, the firm also advised the issuer.

On the debt side, the firm worked on the US$1 billion issuance of 6.25% guaranteed notes and another US$1 billion medium term note issuance, where it represented the bookrunners and lead managers including HSBC and Morgan Stanley.

Liu Gang heads up the firm, assisted by Li Hui and Xi Xiaofei.

Haiwen & Partners has enjoyed a growing reputation in banking and finance as well as capital markets, working with international and local banks and Chinese companies in overseas and domestic listings.

Sampling deals saw the firm representing bank lenders on the financing of Fujin Petrochemical project in southern China, totalling US$5 billion. It also advised Zhuhai YPM Pellet, a sino-foreign joint venture company on the US$43 million loan facility advanced by ANZ Bank. One more example was its representation for a syndication of banks led by Bank of China on the refinancing loans to APP China.

In capital markets, the firm has worked on several IPOs including advice to China State Construction & Engineering on its proposed A-share offering and on Ningbo Port Company’s IPO, representing the issuer. The firm’s profile stems from work on the first H share offering on the HKSE, the first N share listing on the NYSE, the first ADS offering by a Chinese issuer and the first dual listing of a Chinese company on the HKSE and the NYSE.

Zhang Jiping and Ma Chen head up the banking and project finance practice. The capital markets team is led by Liu Su.

Jun He Law Firm has had a very successful year. Its deal list consists of high value financing deals in the power, steel and real estate sectors, as well as domestic and international IPOs and bond offerings.

In an Rmb39 billion deal, the firm acted for Bank of China on the financing of a nuclear power plant in north eastern China. Aareal Bank AG mandated the firm on a senior loan financing for the acquisition of high-rise The Center by Asia Pacific Land.

It also worked on a financing package for Bank of China, together with Morgan Stanley, to Hong Kong-listed coking coal processor Fushan International Group. The package included: financings for the acquisition of three coking coal mines owned by Fortune Dragon; a share placement to steel manufacturer Shougang Holding and an institutional placement to 25 investors in Hong Kong, London and Abu Dhabi; as well as a loan facility by BOCI Leveraged & Structured Finance.

Highlights of capital market deals saw the firm acting for the issuers in Chongqing Machinery & Electric’s HK$1.3 billion Hong Kong IPO. In Real Gold Mining’s Hong Kong IPO, the firm sat on the sponsor’s side, advising Citigroup Global Markets Asia on the HK$1 billion offering. Bond offerings saw Nine Dragons Paper engage the firm on its 7.9% senior notes issuance listed on the Singapore Exchange Securities Trading, valued at US$300 million.

David Liu heads up the banking team, with assistance from Audrey Chen and Zheng Shujun. Leading capital markets experts include Shao Chunyang and Shi Tiejun.

As one of the largest law firms in China, King & Wood enjoys a solid reputation for its broad practice across banking, finance and capital markets.

Highlights of this year’s banking and finance deals saw the firm advise a syndication of domestic banks, such as Bank of China, on a US$10 billion loan facility to CNPC for the construction of a gas pipeline across central Asia. Credit Suisse also mandated the firm on the refinancing of term loan facilities to offshore company New City Wai Gao Qiao Holding and onshore borrower Shanghai Wai Gao Qiao New City Warehousing.

One more example saw its representation for ICBC on the refinancing of existing indebtedness of Zhuhai Zhongfu Stock Enterprise, a food and beverage container provider in southern China.

The firm also had an impressive year in capital markets, acting on China Shanshui Cement Group’s US$269 million Hong Kong IPO, counselling underwriters Morgan Stanley, Credit Suisse and CCB International Capital. It also represented bookrunners Credit Suisse and Citigroup on chemical manufacturer Chemspec’s US$73 million offering of ADS.

Banking partner Wang Ling heads up the practice. Jack Wang also led a number of financing deals. Capital markets experts include Yang Xiaolei and Zhang Yongliang.

Fangda Partners enjoys a solid reputation for banking and finance work. This year saw it providing advice to a syndication of banks on the financing behind Asia Timer Products’ acquisition of the Asia Dekor Group. The financing consisted of an Rmb360 million onshore tranche and an offshore tranche, which was provided by a group of foreign banks including Rabobank Nederland, Industrial And Commercial Bank of China (Asia), ING Bank, RBC and WestLB AG.

Local banks also turned to the firm for project financing. For example, the firm acted on a syndication loan to Shanghai Jixiang Real Estate for the construction of a hotel office buildings and commercial facilities. The financing consisted of Rmb4.1 billion (US$600 million) and HK$170 million (US$21.9 million) loans.

The firm’s solid banking client base includes Bank of China, DBS Bank, Citibank, United Overseas Bank, Standard Chartered Bank and ICBC. Jeffrey Shen heads up the banking team. Clients and international firms also sought counsel from Jeffrey Ding and Jonathan Zhou.

Global Law Office has a long-presence in the market and has produced some of the finest banking lawyers in the country. This year, it advised HSBC and The Bank of East Asia on additional term loan facilities to Shanghai Forrester, totalling Rmb312.5 million. HSBC also retained the firm on another loan facility to Shenyang Hang Lung Properties, valued at US$700 million.

Hang Seng Bank sought the firm’s counsel on a number of term loans including HK$200 million to Tip Media Investment, HK$300 million to Full Metro Investment, HK$60 million to Sunrise Real Estate, and HK$10 million to Golden Face Development.

In the real estate sector, the firm advised Sumitomo Mitsui Banking Corporation on a US$28.5 million financing to Shanghai Westgate Mall, and a US$14 million financing to Shanghai Best Zhongwen Property, acting for lender Wachovia Bank.

Highlights of capital markets deals saw the firm representing Fulida Group Holding and ZheJiang Linda Fibre on their A-share IPOs. The firm was also involved on the Rmb3 billion bond issuance by China Construction Bank.

Lawrence Lin and Ben Zhong co-head the banking practice. The capital markets team is led by Zhang Yu.

Jingtian & Gongcheng won roles on some of this year’s most high profile deals. For example, on Zhongwang Holdings’s US$1.38 billion Hong Kong IPO the firm acted as counsel for joint underwriters UBS, JPMorgan and CITIC Securities International.

It also represented the underwriter in the US$233 million Hong Kong IPO by 361 Degrees International, a Chinese sportswear manufacturer and retailer.

The debt side saw it counsel Chinese property developer Country Garden on its US$500 million issuance of convertible bonds, where Merrill Lynch was lead manager. The offering also involved a synthetic share buy-back.

ANZ Bank mandated the firm on a financing deal, where the bank provide a US$43 million limited recourse loan facility to Huhai YPM Pellet, a joint venture invested by Vale.

Zhang Hongjiu is the leading partner and is supported by Deng Haiping.

Llinks Law Offices represented Jinan City Commercial Bank on its placement of 168 million new shares to the Commonwealth Bank of Australia, which has increased CBA’s interest from 11% to 20% in the Chinese bank.

It also helped China Development Bank on commercial reform deals for its conversion from a policy-oriented financial institution to a joint stock bank corporation with limited liability.

For M&As, the firm acted for Shanghai Electric Group (SEG), an H-share listed company, on its issuance of 616 million new A shares to Shanghai Power, which was merged by SEG by means of ‘shares for shares’. The allotment of new shares constituted an IPO and Shanghai Electric Group returned to the A-share market upon completion of the deal.

Charles Qin is a well respected banking partner at the firm. The capital markets team is led by Christophe Han and David Yu.

Renowned for its expertise in real estate transactions, Zhong Lun has had a successful year on a number of financing deals for property projects. On capital markets, it is also highly visible.

For example, it acted for Wai Gao Qiao New City Warehousing on a US$100 million financing for Wai Gao Qiao Logistics Park in Shanghai. The firm also assisted Kasikorn Bank Public Company in the financing agreements with China Minsheng Banking Corporation, totalling US$100 million.

In capital markets, the firm worked on the US$100 million Hong Kong IPO by Little Sheep Group, a hotpot restaurant chain in China, acting for joint underwriters Merrill Lynch and Deustche Bank AG. It also represented Shenzhen Highpower Technology on its US$19.6 million IPO. One additional offering saw it advise Shenzheng Zhaoheng Hydropower on its listings on the OTC Bulletin Board.

The firm also assisted a number of Chinese banks on high value asset backed security issuances. This included China Merchants Bank’s Rmb4 billion issue of securities, which was underwritten by CICC, and the Rmb4 billion issue by China Citic Bank, also underwritten by CITIC.

Zhang Hua and Zhi Hui led a number of the banking deals this year. Leading capital markets lawyers include Lai Jihong, Liu Borong and Yang Yuhong.

AllBright Law Offices is one of the largest law firms in Shanghai, created by the merger of three local firms. Its client base covers the cities and provinces around Southeast China. This year, the firm represented Zhejiang Redsun Wool & Textile and Shaoxing Don Dragon Knitting Textile & Garments Ornament on their listings on the Singapore Stock Exchange and Australian Securities Exchange respectively.

Since the Measures for the Administration of Initial Public Offerings of Shares and the Listing on the second Board took effect in 2006, the firm has acted on IPOs for over 20 companies in the region. Donna Li is a key partner of the firm’s banking practice. Guoquan, Lawrence Zhu and Zhang Xiaohong are leading individuals for capital markets work.

Boss & Young this year has provided advice to several foreign banks, such as its work for Bank of Tokyo Mitsubishi UFJ on the purchase of subordinated term debts from a Chinese insurance company. It also assisted WestLB AG on a derivatives transaction with a Chinese bank, as well as Bank of Communications on the formation of a joint venture with a Hong Kong financial institution. Partner Xu Guojian heads up the banking team.

Grandall Legal Group has a broad network that covers over 10 cities in China. It has worked on a number of energy and real estate projects this year and also attracted roles on several sizable IPOs.

China Datang Group mandated the firm on the US$24 million loan advanced by Asian Development Bank for a wind farm project, which has attracted a total investment of around US$73 million. It also advised China Development Bank on a US$1.3 billion facility.

ICBC offered the firm a couple of roles including acting on a syndicate loan from a consortium of banks for a ‘Guoco Changfeng City’ real estate development project in Shanghai. And the firm advised ICBC on its acquisition investment in Edmonton Holiday Plaza in Shanghai. Other banking clients include China Minsheng Banking Corporation, Bank of Beijing and Shanghai Pudong Development Bank.

Notable capital market deals include the US$149 million Hong Kong IPO by Lumena Resources where the firm was counsel to the issuer. It also worked for CNMC on its issuance of corporate debentures and medium-term notes, worth Rmb1 billion.

One more highlight saw it representing Taikang Asset Management on the issuance of two bond investment plans, worth Rmb2 billion and Rmb1 billion respectively.

Leading banking partners include Kong Wei, Wang Ping and Zhu Lei. The capital markets team is led by Huang Weimin Jeff Liu and Liu Wei.

Jin Mao PRC Lawyers could be found representing Chemspec on its offering of ADS in the US. Credit Suisse and Citigroup were joint bookrunners on the US$73 million deal.

The Shanghai-based firm has worked on a few first-time issuances, including the first B shares, the first domestic company to be listed on the Hong Kong GEM, and the first state share exchange merger and holistic listing. Established in 1993, the firm’s banking practice is led by Yuan Jie and Liu Dong.

Yuan Tai PRC Attorneys is popular among fund management companies. DBS Private Equity this year mandated the Shanghai-based firm on the formation of its US$100 million onshore Rmb fund in Shanghai. The fund will provide capital to Chinese companies for listings on the A share market. Hubert Tse led a number of deals this year.

Chang Tsi & Partners

Chang Tsi & Partners advised Xinxiang Ductile Iron Pipe, a manufacturer and provider of centrifugal cast ductile iron pipes, steel smelting, rolling processing and foundry products in China, on its issuance of 300 million A shares. Department head Chi-Yong Li and Carl Liu led the deal.

Chen & Co

Shanghai-based Chen & Co enjoys a solid practice in project financing work across the infrastructure, energy, oil and mineral, and extractive industries. It has been frequently involved in transactions in capital markets, banking and finance, private equity, venture capital and general corporate issues. The team consists of 30 members, led by eight partners including Lin Zhong, Arthur Chen, Spring Zhang and John Jiang.

DeHeng Law Offices

DenHeng Law Offices advised the issuer on China Railway Construction Corporation’s public offerings, inlcuding the A-then-H share listings in Shanghai and Hong Kong that raised a total of US$5.4 billion. It also worked for Livzon Pharmaceutical Group on the repurchase of B shares, valued over HK$160 million.

Founded in 1993, the firm has a wide network of offices, including Shanghai, Qindao, Guangzhou, Shenzhen and Hong Kong and international branches in Australia, Germany, France and the US. Kejun Guo, Jianjun Xu and Jingru Chen head up the financial and corporate practice.

Jin Ding Partners

Headquartered in Nanjing, eastern China’s Jiangsu province, Jin Ding Partners has over 13 years of experience serving clients such as government agencies, banks, insurance companies and sino-foreign joint ventures on financial and corporate issues.

Highlights of recent work saw it counsel Eastern China Exploration on its subscription for 25% of shares in Arafura Resources. The firm also attracted a role on an overseas dispute, working for a Chinese company on a case involving the RICO (Racketeer Influenced and Corrupt Organisations Act). This was at a US Federal District Court, and involved a total claim of US$14 billion.

The eleven-partner firm is led by managing partner Jason Che, senior partner Walter Chen and partner Michael Liu.

Duan & Duan Law Firm

Established in 1993, Duan & Duan is one of few domestic firms that have practiced law in Hong Kong since 2006. In the same year, it saw the creation of its Beijing office and represented Eastern Airline in the series of litigations both in America and China re the air crash that happened in Baotou.

Duan & Duan acted for a Hong Kong company to successfully reorganise an A-share company through the approach of a bankruptcy revival. Such a case was the first time for a foreign investment company to reorganize a Chinese listing company and the case value was Rmb2.5 billion.

Charles Duan and Gary Gao lead the firm, which is also expertised in international litigation and arbitration.

Run Ming Law Office

Run Ming Law Office was created by the merger of two firms in Beijing and Shanghai in 2007 and is led by Wang Yadong and Liu Yi. Recently, it has been involved in several financing transactions in the aviation and renewable energy industries.

The Export-Import Bank of China engaged the firm to advise on the US$230 million term loan facilities to AerDragon Aviation Partners for the purchase of six China-assembled airbus 320 aircraft. In a project financing deal, it acted for the Japanese sponsors of Datang Sino-Japan Renewable Power on a Rmb164 million term loan facility provided by the Asian Development Bank for a wind farm in the Inner Mongolia Autonomous Region.

Partner Yi Liu specialises in banking and aircraft leasing transactions. Charles Fei Liang, who moved to the firm following in-house roles at Alston, Intel and Motorola for 14 year, advises clients on capital markets and corporate issues. Kathy Lijun Yang is a venture capital and private equity expert.

Solton & Partners

Established in 1995, Solton & Partners is one of the oldest commercial law firms in western China. It managed to attract roles on some of the most important and high-value deals in the region. For example, it advised Chongqing International Trust Investment on the share transfer of Chongqing-Fuling Expressway, totalling Rmb6 billion.

In a bond deal, it worked for nine national asset management companies on the Rmb 6 billion bond issuance for the reconstruction of old and dilapidated houses in nine districts in Chongqing. It also assisted Chongqing Development & Investment Coproration on a bond issuance and IPO that has raised Rmb2 billion.

The firm also enjoys a solid client base of local banks. It acted for Bank of Chongqing on the introduction of foreing investment, valued at Rmb1.6 billion. It also provided advice on the Rmb1 billion establishement of Chongqing Three Gorges Bank.

Han Deyun and Ma Yun are two key partners that head up the financial and corporate pracitce, supported by a group of lawyers with internationl backgrounds.

Tian Yuan Law Firm

Tian Yuan Law Firm provides a broad range of advice on securities, M&A, foreign direct investment and banking and finance. It has been found working for clients on IPOs and bond offerings in China, Hong Kong, Singapore, US and UK.

Active corporate clients include state-owned enterprises, foreign investors, financial institutions and companies in real estate, pharmaceutical, mining and chemical industries. Founded in 1992, the firm houses over 100 lawyers and practitioners, some of which are admitted in New York, Illinois and France. Leading partners include Zhihua Xia, Hao Song, Aihua Xiao and Chenggang Cao in Beijing and Shanghai-based Ping Xu and Xi Zeng.

TransAsia Lawyers

TransAsia Lawyers has been advising clients on foreign investment in China since the 1980s. It has accumulated a solid client base across a wide range of industries such as media and telecommunications, retail and luxury goods, mining and energy, pharmaceutical, private equity as well as government bodies and public entities.

Staffed with a team of 80 professionals, the firm has offices in Beijing, Shanghai and strategic alliances in Hong Kong and Tokyo. Leading lawyers include Richard Zhang, for corporate law, finance and infrastructure projects, and Philip Qu for FDI, M&As, venturing financing and investment structuring.

Winners Law Firm

Headquartered in Tianjin, one of the four municipalities in China, Winners Law Firm is one of the leading firms offering advice on corporate issues, foreign trade and investment, finance and securities.

Simon Bai has led a number of deals including advising local banks on syndicated loans for Hong Kong-listed Chinese companies, as well as for projects in Mexico, Columbian and Costa Rica. Guo Weifeng heads up the corporate team, which has worked for several Chinese technology companies on capital raising issues and share transfers.

Capital markets clients include Prax Capital Management, HBM BtioMed China Partner, CAS RUI HUA Investment Fund, Hitech-Globi Venture Capital and Tianjin Binhai New Area Venture Capital Guiding Fund.

Yao Liang Law Offices

Shanghai-based Yao Liang Law Offices advised China Bohai Bank on the Rmb1.2 billion offering of subordinated debentures. It also represented a foreign real estate fund on the Rmb550 million acquistion of a shopping centre in central Shenyang, which is the capital of north China’s Liaoning province.

Established in 2000, the eight-partner firm offers advice in areas such as FDI, M&A, banking and finance as well as real estate. Name partner Yaoliao Gu, who is specilised in banking and finance, and corporate and commercial law, heads up the firm. He is supported by Stephen Gu, who is experienced in inbound investment, telecommunications, securities and financing.

Watson & Bank Law Office

Watson & Bank Law Office provides legal advice to clients across a number of industries such as banking and financing, insurance, electronics, pharmaceutical, real estate and consumer products. Headquartered in Shanghai, the firm has a domestic network across Beijing, Shenzhen and Harbin and an overseas office in Sydney. Founded in 1995, the five-partner firm is led by George Fu, supported by 120 legal professionals in China.

Zhonglun W&D Law Firm

Housed by lawyers with diverse educational backgrounds, Zhonglun W&D Law Firm offers advice on corporate issues, finance, securities, international trade and real estate and construction.

The Beijing-based firm has office in Shanghai, Chengdu, Tianjin and Shijiazhuang, and overseas branches in London, Paris and Lyon. Chen Wen, who is experienced in finance, real estate and corporate issues, and Zhang Derong, a specialist in banking, securities, assets securitisation, M&A, trusts and funds, are two founding partners of the firm.