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

Commerce & Finance is known for its good relationships with PRC real estate companies, from which it earns many of its top capital markets and banking and finance mandates. This in turn has made the debt capital markets practice particularly strong, as Chinese developers often turn to Commerce & Finance for their bond work. The capital markets practice has a particular proclivity for representing international initial purchasers and Chinese issuers on the PRC law aspects of US offerings, including Rule 144As, debt capital markets issuances and Nasdaq and New York Stock Exchange offerings.

One of the firm’s founders, Gang Liu, receives high praise from peers in the market. “Gang Liu is a very experienced person in the China market,” says one peer. “He really helps to make Commerce & Finance a good, strong player in capital markets.”

In one of the firm’s real estate-related capital markets transactions this past year, Commerce & Finance represented developer KWG Property Holding in its US$350 million Rule 144A/ Reg S bond offering of 12.75% senior notes. Privately-owned KWG develops commercial, residential, and hotel properties across many provinces in China.

Fangda Partners carves out its top standing in banking and finance work because of its representation of domestic companies in major Hong Kong and US IPOs, as well as A-share listings.

Last year, Fangda advised Zoomlion Heavy Industry Science & Technology Development in its IPO on the Hong Kong Stock Exchange. Jeffrey Ding led Fandga’s team on the offering, which became one of the largest engineering machinery sector IPOs in history. Fandga also represented Prada and Samsonite on their headline Hong Kong listings.

On US listings, Fangda represented China Ming Y & Wind Power Group in its US$350 million US IPO. The offering became the largest ever listing of a Chinese company on a US exchange, despite general market conditions being unfavourable to Chinese companies listed in the US.

In the debt capital markets space, Fangda represented China Unicom on its US$1.8 billion convertible bond issue, which became the largest ever in Asia outside of Japan. Founding partner Jonathan Zhou is well known in China, as is Yang Gao, Jeffery Shen and Jeffrey Ding.

Jun He Law Offices is known for its top capital markets and banking practice, and is seen as a leader among domestic firms. As one partner at a rival firm put it: “Jun He has to be included in any list of top mainland capital markets firms.”

Jun He is often the domestic firm of choice for Chinese companies looking to list in Hong Kong, Singapore or on the major US exchanges, and the firm often partners with top international counterparts in making foreign issuances a reality. The firm is also well known in the project finance sector because of its close relationships with top PRC banks that are looking to invest in domestic or Asia-wide projects.

One of Jun He’s most high profile capital markets deals this year was advising Hutchison Port Holdings Trust as PRC counsel on its Singapore Stock Exchange IPO. The multijurisdictional deal required partners to work across Jun He’s Beijing, Dalian, Shanghai and Shenzhen offices, and was Singapore’s largest ever IPO when it closed in March 2011. Jun He represented 12 underwriters on the deal led by DBS, Deutsche Bank and Goldman Sachs.

Wei Xiao, Adam Li, Chunyang Shao and Jianxiang Ding are all well regarded by clients and peers.

King & Wood is known among domestic firms for being able to handle some of the most innovative banking and finance deals in the market. One peer at a rival firm says: “King & Wood is well established in the market but it has also been involved in some of the most exciting, high profile deals recently.”

The firm is especially well known for its capital markets capability and is often seen as the firm of choice for international firms looking to partner with a Chinese firm in order to help Chinese clients on Hong Kong or US IPOs.

This past year, King & Wood’s capital markets team advised on the American International Group (AIA) IPO, which was Hong Kong’s largest in 2010 at issue date. Moreover, the listing and offering was the third largest IPO in the world and the largest IPO to date for an insurance company. Partners Stanley Cha, Wan Jian Zhao, Harry Du and Rebecca Chao led Jun He’s team as issuer’s counsel.

King & Wood’s capital markets lawyers also represented four underwriters on the landmark Agricultural Bank of China IPO. The team served as PRC counsel to China International Capital Corporation, CITIC Securities, Guotai Junan Securities and China Galaxy Securities in the US$22.1 billion simultaneous A+H share offering.

Managing partner Ling Wang heads King & Wood’s finance practice.

Zhong Lun Law Firm is known in the market for its strong banking and capital markets practices. On the equity side, the firm offers a range of services like domestic and foreign advisory on IPOs, pre-IPO restructuring, private placements, as well as regulatory matters. The debt side of the capital markets practice often handles corporate bond issues, and short-term and mid-term bonds.

“Zhong Lun has really built up all of its practices based on the strength of its real estate practice,” says one partner at a rival firm. “Its capital markets practice is a good example of this. It is really the one to watch in this space; it does good work in capital markets.”

This past year, the capital markets partners advised China-based issuer MIE Holdings Corporation (MIE) in its Hong Kong IPO, which was valued at HK$1.29 billion (US$166 million). MIE focuses on operating and developing oil and gas properties, and is an independent upstream corporation. The company presently runs three oil fields in the Songliao Basin.

Partners Limin Chen, Anthony Zhao and Anthony Qiao are all leaders in banking and finance work.

Grandall Law Firm is known as a market leader in the volume of capital markets transactions it is able to handle, and led in volume among all PRC firms last year. As one partner at a rival firm says: “Grandall has an absolutely massive presence in the market and a large capacity for doing lots of deals. It really knows what it is doing, especially on small to mid-sized China-based deals, and is a major player in the market here.”

Last year, Grandall advised China Suntien Green Energy and China Datang Corporation Renewable Power in equity capital markets transactions. With China Suntien, Grandall acted as PRC legal consultant to the brokers for the limited initial share offering, valued at HK$3.2 billion. The firm also acted as broker’s Chinese adviser in China Datang’s November 2010 listing, which raised HK$4 million (US$738,000).

Haiwen & Partners is known for its strong capital markets practice, which serves domestic and international clients on major equity deals. One client praises Haiwen’s service by saying: “Haiwen & Partners acted as our Company’s China counsel on different equity deals, in which our company was appointed as sponsor and/or underwriter. Through the work, it has shown its comprehensive understanding and professional expertise of China securities law and practices.”

In 2010, Haiwen & Partners advised Agricultural Bank of China on its simultaneous listings in Hong Kong and Shanghai. As of the offering date, the US$22.1 billion IPO was the largest ever recorded. Haiwen acted as adviser to underwriters CICC, Goldman Sachs, Morgan Stanley, Deutsche Bank, JPMorgan, Macquarie, and ABC international, with partners He Fei, Liu Su and Wang Jianyong leading its team. Meanwhile, partners He Fei, Jiang Weibo and Wang Jianyong represented the underwriters in Industrial and Commercial Bank of China’s US$6.8 billion A+H share listing.

Ma Chen heads Haiwen’s banking and finance practice, and Jiping Zhang is also well known in the market.

Llinks Law Offices is seen as a rising star among Chinese banking and finance firms. “Llinks has really become increasingly prominent over the years in the capital markets space,” says one peer at a rival firm. “It really does top transactions that are ‘firsts’ or innovative in the market.”

When it comes to equity capital markets work, Llinks often represents both issuers and underwriters in IPOs and follow-on offerings. On the debt side, it represents issuers and underwriters in investment-grade, high-yield and convertible bond work.

Llinks is also known for its solid relationships with, and understanding of, state entities including China Securities Regulatory Commission and Mofcom. One partner even has experience sitting on the CSRC Public Offering Examination Committee.

In 2010, Llinks’ capital markets lawyers represented Top Spring Holdings (Top Spring) in its US$200 million Hong Kong Stock Exchange IPO and rule 144A/Reg S international offering.

Christophe Han, Charles Qin and Michael Mei are all leading partners at the practice.

Boss & Young is known for its capital markets work in representing Chinese and foreign public companies on debt and equity offerings on Chinese stock exchanges. The firm also handles work for domestic companies looking to list in the US. Partner Hubert Tse recently led the team advising two of the foremost listed financial institutions in Asia on a proposed Shanghai International Board (SIB) listing, which should begin trading towards the end of 2011.

Guantao is active in the market on debt and equity transactions. Clients have high praise for the service that Guantao’s team is able to offer in this space. One client says: “All the members in Guantao’s team did a great job. The performance of Cui Li Guo and Li Yan was especially impressive. The technical ability of Guantao is very good. Specifically, the lawyers involved in our project used their enriched knowledge and expertise to provide helpful advice and effective resolution proposals. We are impressed by their efficient and creative work. Their communication ability is also good, and we think their experience enables them to understand clients’ commercial needs and expectations very well. They helped us to make informed decisions.”

In 2010, Guantao advised BBMG on its A share listing and merger with Hebei Taihang Cement. The IPO included not only a reorganisation of listed company assets, but also an understanding of Chinese capital markets compliance issues.

Han Kun is active in financings for major companies, including on debt capital market issuances. The firm recently advised Stone Tan China Holding Corporation in its Series A financing. This past year, the firm also represented Hopson Development Holdings in connection with its US$300 million senior notes issuance.

Run Ming Law Office provides clients with a range of services when it comes to banking and finance transactions. The firm recently advised financial services corporation ORIX in setting up its China regional headquarters.