New finance and investment laws - IFLR1000

China 

237 

China 

Chamber of commerce: 

All-China Federation of Industry and 

Commerce 

Av Beiheyan 93 

Beijing 100006 

China 

Tel: +86 10 6513 6677 / 

+86 10 6513 2312 

Fax: +86 10 6513 1769 

Email: acfic@acfic.org.cn 

Web: www.chinachamber.org.cn 

New finance and investment 

laws 

Hu Zaichi 

King & Wood 

Beijing 

Financing and investment transactions in 

China have been plagued for some time by 

the lack of a uniform property law. Therefore 

certainty and reliability of property rights and 

security interests were also deficient. On the 

other hand, foreign investors have enjoyed 

preferential tax treatment in China. However, 

these conditions have changed significantly 

with the passing of two important laws - the 

PRC Property Law and the PRC Enterprise 

Income Tax Law (EIT Law), during the fifth 

session of the 10th National People’s Congress 

in March 2007. 

Furthermore, the Employment Contract 

Law passed on June 29 2007 has brought 

major changes in labour relations. The 

Antitrust Law passed on August 30 2007 deals 

with monopoly agreements, the abuse of 

dominant market positions and the concentration 

of business operators. These new laws 

are likely to have a significant effect on the 

financing and investment environment in 

China. 

The Property Law 

Before 2007, there were only certain laws 

(such as the General Principles of the Civil 

Law, the Security Law and the Land 

Administration Law) dealing with different 

aspects of legal relationships involving property. 

The Property Law is a significant step in 

the reform of the Chinese economic system 

and the protection of property rights. It is part 

of the continuing and gradual Chinese effort 

to develop a uniform civil code. 

The Property Law came into effect on 

October 1 2007, covering ownership rights, 

fiduciary rights, security rights and possessions. 

All properties - private, collective or 

Professional body: 

All China Lawyers’ Association 

Qinglan Mansion, 

No.24, Dongsi Shitiao 

Beijing 100007 

China 

Tel: +86 10 6401 0507 

Fax: +86 10 6404 9539 

Email: business@acla.org.cn 

Web: www.acla.org.cn 

state-owned - are equally protected by the 

Property Law. It has a substantial effect on the 

economy, including the banking and realestate 

industries. It expands the scope of property 

rights over which security interests can be 

created and simplifies the procedures for realising 

them. For example, a security interest 

can now be created over account receivables. 

This expanded scope will facilitate borrowings 

and provide additional security for the 

repayment of loans. According to the old 

Security Law, the security holder can only 

realise interest when the principal debtor fails 

to perform the obligation when due. The 

Property Law allows the parties to agree on 

the triggering events which realise security 

interests. It differentiates the effective time of 

the security contract and that of the security 

interest. Unless otherwise stipulated by laws 

or contracts, the security contract becomes 

effective upon its execution and the validity of 

the contract will not be affected by the registration 

of the security interest. 

The Property Law does not repeal other 

relevant laws, such as the Security Law. There 

may be some conflicts between the Property 

Law and other laws and regulations; judicial 

interpretation and implementing regulations 

are required for it to become fully operative. 

The EIT Law 

China’s former dual income tax structures for 

foreign-invested enterprises (FIEs) and 

domestic enterprises were long criticised by 

Chinese economists, government officials and 

business leaders. WTO entry forced China to 

put all market participants on an equal footing 

with the promulgation of the EIT Law. It 

became effective on January 1 2008 and 

replaced the different income tax laws applicable 

to FIEs, foreign enterprises and domestic 

enterprises. 

The EIT Law adopts the unified tax rate of 

25% applicable to all enterprises, domestic or 

foreign. Although the tax rate for FIEs has 

increased in general, enterprises (including 

FIEs) investing in some industries, such as 

agriculture, infrastructure and new technology, 

can still enjoy tax holidays and preferential 

tax rates. Furthermore, the EIT Law gives a 

five-year transition period for the phase-out of 

former preferential tax rates for FIEs. The law 

also gives equal treatment for domestic enterprises 

and FIEs with regard to the deduction 

of costs and certain other aspects. 

Taxpayers and their obligations are newly 

defined by the EIT Law. The resident and the 

non-resident enterprise are the two types of 

taxpayers. The income derived by the resident 

enterprise from both China and overseas will 

be subject to corporate income tax, and the 

non-resident enterprise will pay corporate 

income tax on income derived from China 

and that derived outside China but directly 

related to offices or premises in China. A nonresident 

enterprise is now required to pay tax 

on dividends derived from China but not 

related to its office or premises in China, 

while no such dividend tax was payable under 

the old income tax Law applicable to FIEs and 

foreign enterprises. 

The EIT Law will lead to significant 

changes in the direction of foreign investments 

in China. Foreign investors in those 

industries where no preferential tax treatment 

is available under the EIT Law may move 

investments to countries offering lower tax 

rates. However, the decision to locate foreigninvestment 

projects in China is often driven 

by considerations other than tax. It is also 

likely that competition between foreign and 

Chinese companies will increasingly be based 

on non-tax advantages. All of these changes 

will bring a new dynamic to the development 

of the Chinese economy. 

The Employment Contract Law 

The Employment Contract Law, effective as 

of January 1 2008, has made some new stipulations 

to protect the interests of employees. It 

states that the employer will negotiate with 

employees or the employee representatives’ 

2009 EDITION www.iflr1000.com

238 

China | Capital markets – foreign firms 

congress and will have schemes and options 

stipulating internal rules on an equal basis. 

The most important point of the new law is 

that the employer is required to enter into a 

non-fixed-term labour contract with the 

employee after the employer executes two 

consecutive fixed-term contracts with the 

employee, unless there are legal reasons to terminate 

the contracts. Employers must amend 

existing letters of appointment, labour contracts, 

internal labour rules and other relevant 

documents to comply with the changes in legislation. 

The Antitrust Law 

The Antitrust Law has some unique Chinese 

characteristics, but it also uses some EU and 

US Laws as references. Although the Antitrust 

Law regulates the declaration of concentration 

of business operators, it does not follow that 

normal M&A is restricted in China. It 

appears that the Chinese Government will 

strengthen the examination and supervision 

of monopolistic conduct. Both domestic and 

foreign enterprises will have to consider 

antitrust issues after the Antitrust Law 

becomes effective on August 1 2008 and 

detailed guidelines or implementation regulations 

are issued. 

www.iflr1000.com 

Capital markets – foreign firms 

Recommended firms 

Tier 1 

Davis Polk & Wardwell 

Freshfields Bruckhaus Deringer 

Herbert Smith 

Shearman & Sterling 

Sullivan & Cromwell 

Tier 2 

Allen & Overy 

Baker & McKenzie 

Latham & Watkins 

Linklaters 

O’Melveny & Myers 

Simpson Thacher & Bartlett 

Skadden Arps Slate Meagher & Flom 

Slaughter and May 

Tier 3 

Clifford Chance 

Lovells 

Morrison & Foerster 

Norton Rose 

Paul Hastings Janofsky & Walker 

Sidley Austin 

Tier 4 

Cleary Gottlieb Steen & Hamilton 

Jones Day 

Mallesons Stephen Jaques 

Milbank Tweed Hadley & McCloy 

Richards Butler 

Weil Gotshal & Manges 

Woo Kwan Lee & Lo 

When the credit crunch hit the world’s capital 

markets, China felt the impact less, giving rise 

to a rebirth of the theory that Asia’s economies 

had become “decoupled” - that is, self-sufficient 

- from that of the US. 

But there was an impact nonetheless: activity 

in the Chinese capital markets suffered a 

noticeable drop in the fourth quarter, leading 

to extensive market debate about exactly how 

concerned the country’s financial professionals 

should be. Optimists point to a minor 

market revival, but naysayers say it is not 

enough, and that a return to the overheated 

markets of recent years would be a mistake 

anyway. 

The result? Confusion and volatility in the 

capital markets. Investors are picking their 

targets carefully, while would-be issuers are 

putting many of their capital-raising plans on 

hold. The likes of China Citic’s $5.3 billion 

listing and China Railway Group’s $5.5 billion 

dual listing will not be seen for some 

time. Companies that press ahead with IPOs 

will have to settle for lower valuations and 

slower trading, for the time being at least. 

Davis Polk & Wardwell 

Rivals and clients acknowledge partner 

William Barron at Davis Polk & Wardwell as 

one of the top lawyers in the region. Among 

the firm’s equity capital markets highlights 

was its role as adviser to underwriters Morgan 

Stanley and Lehman Brothers on the $259 

million SEC-registered IPO of AirMedia, a 

Chinese digital media group. The IPO tapped 

US investment with an issuance of American 

depositary shares (ADS), each representing 

two ordinary shares, and was subject to an 

over-allotment option under which the 

underwriter purchased 2.25 million of the 

ADS. 

On the debt side, Morgan Stanley retained 

the firm to advise on its role as sole bookrunning 

manager of the issuance of $173 million 

3.5% convertible notes due 2018 by Solarfun 

Power Holdings. The deal also had a US element, 

since the notes were made available to 

international investors via a Rule 144A structure. 

Davis Polk also acted for Jefferies & 

Company and Piper Jaffray & Co as co-lead 

managers of the issuance. 

Leading lawyers 

William Barron 


Freshfields’ in top-tier ranking in equity capital 

markets is more than justified by its exemplary 

deal list. 

Recently-promoted Beijing managing 

partner Chris Wong is well-liked by clients 

and combines sound advice with extensive 

experience. “He’s always able to strike a balance 

between investment banks and the company,” 

says a client. Rivals also praise Wong 

for his technical skills. 

Wong led the team advising China Citic 

Bank on its $5.4 billion IPO on the Hong 

Kong and Shanghai stock exchanges, the second-ever 

simultaneous listing of A and H 

shares after ICBC’s dual listing in 2006. 

More recently, Wong advised Macquarie 

Securities on China Railway Construction’s 

$2.3 billion IPO on the Hong Kong Stock 

Exchange (HKSE) in February 2008. China 

managing partner Teresa Ko led the firm in 

advising on the IPO of shoe retailer Belle 

International Holdings, also on the HKSE. 

Other IPO work includes snack group Want 

Want’s $1.05 billion flotation. 

The firm is less strong on the debt side but 

did act for Lehman Brothers, Goldman Sachs, 

UBS and Citicorp in relation to a $1.5 billion 

convertible bond issuance by Sinopec. 

China managing partner Teresa Ko has 

been a leading market figure for a long time 

and is highly respected both by her clients and 

rival firms, although some have noted rela- 

2009 EDITION

Capital markets – foreign firms | China 

239 

tively high staff turnover within the China 

team in the past year. 

Freshfields has been rewarding talent in its 

corporate team this year as Antony Dapiran, a 

fixture on past years’ up-and-coming lawyers 

lists, was promoted to the partnership, in part 

to take some of the IPO work off Wong. 

Dapiran has been spotted by a number of his 

contemporaries who define him variously as 

“quite a strong player”, “up-and-coming” and 

“an impressive guy”. Calvin Lai of Sullivan & 

Cromwell also came on board, adding manpower 

to the capital markets team in Hong 

Kong. 


Teresa Ko 

Chris Wong 

Herbert Smith 

Herbert Smith can boast of another fantastic 

year as it completed a number of high-quality 

and influential deals. For example, the firm 

advised Fosun International, a large privatelyowned 

conglomerate, on its $1.7 billion 

Hong Kong IPO and 144A/Regulation S 

international offering, making it one of the 

largest IPOs to be listed on the HKSE in 

2007. The joint bookrunners and lead managers 

were Morgan Stanley, UBS and China 

International Capital Corporation. 

The firm also advised long-standing client 

Sinopec on a $1.5 billion zero-coupon convertible 

bond offering - the largest offering of 

its type in Asia (ex-Japan) and the largest convertible 

bond offering by a Chinese issuer. 

Clients continue to heap praise on partner 

Michael Fosh for his role on ICBC’s dual listing, 

which continues to attract new listings to 

the firm. 

Hong Kong partners Andrew Tortoishell 

and John Moore, both reputable players in the 

market, acted for Goldman Sachs and 

Morgan Stanley as joint global coordinators 

and joint sponsors of the $1.77 billion IPO 

and Rule 144A/Regulation S offering of Sing- 

Ocean Land Holdings. The company is one of 

the largest real-estate companies in Beijing. A 

number of lawyers also noted new partner 

Matt Emsley in Hong Kong, an up-and-coming 

Mandarin-speaker. 


Michael Fosh 


Shearman & Sterling’s Beijing office has acting 

on a significant number of recent IPOs, 

and the firm’s presence in the China market 

saw a boost with the opening of a Shanghai 

office in June 2007. Hong Kong-based 

Matthew Bersani is the managing partner of 

the capital markets group in Asia and specialises 

in high-yield debt. Bersani is unanimously 

praised by clients and lawyers alike: 

one client describes him as “extremely reputable”. 

Meanwhile Beijing partner Alan Seem 

leads the firm’s equity practice and comes in 

for praise from clients: “He’s probably more 

methodical and more institutionalized than 

many lawyers”, says one. Another adds: “Alan 

is a really good person to go with for problem 

solving”. 

In a precedent-setting deal late last year, 

the underwriters for Giant Interactive Group’s 

$1.02 billion IPO - Merrill Lynch Pierce 

Fenner & Smith and UBS - instructed the 

firm to advise on the company’s listing on the 

New York Stock Exchange (NYSE), the 

exchange’s first-ever flotation of a Chinese 

internet company. 

The firm also acted as US counsel to 

underwriters Morgan Stanley and Citigroup 

Global Markets in their $505 million SECregistered 

secondary ADS offering of 

Ctrip.com International, a Chinese internet 

travel company. 

Clients report universal satisfaction with 

the firm’s service. Says one: “They have lots of 

smart people working for them.” 


Matthew Bersani 


William Chua and John Young - who come in 

for praise from several clients - acted in for the 

issuer in Alibaba.com’s $1.69 billion IPO and 

listing in Hong Kong together with a Rule 

144A/Regulation S tranche in November 

2007. The deal was the second-largest IPO 

globally by an internet company. In the same 

month, Chua also lead on a deal representing 

underwriters Goldman Sachs and Merrill 

Lynch Pierce Fenner & Smith in the China 

Nepstar Chain Drugstore IPO and NYSE listing, 

valued at $334 million. 

Other stock market flotations to involve 

Sullivan & Cromwell’s counsel include the 

$220 million IPO and listing on NYSE of 

China Digital TV Holding Co, in which the 

firm acted for China Digital TV, and the $319 

million listing, also on the NYSE, of Yingli 

Green Energy Holding Company. 

Although the China debt-trading market 

is relatively quiet, Yingli also instructed the 

firm in relation to its $173 million zerocoupon 

convertible senior-notes offering. The 

issuance also included an ADS offering, and 

was marketed and priced through an accelerated 

overnight bookbuilding process. 

Allen & Overy 

James Grandolfo’s promotion to the partnership 

at Allen & Overy in 2007 followed by 

the promotion of Richard Kim in 2008 displays 

the firm’s initiative in growing its China 

team to capture more of the market. Partner 

Rose Zhu was transferred to Beijing from 

Hong Kong to further bolster the mainland 

China team. 

The first quarter of the year was a good 

start for A&O: the firm acted for Goldman 

Sachs and York Capital Management on the 

$1.8 billion subscription of 130 million shares 

in a Hong Kong-listed company, Tian An 

China Investments. 

In addition to listings, the firm advised 

TOM Online on its de-listing and the first 

successful Nasdaq Hong Kong-listed privatisation 

by way of scheme of arrangement. This 

deal was valued at $200 million. The deal 

required attention to laws and regulations in 

Hong Kong, the US and the Cayman Islands. 


Andrew Harrow 


Baker & McKenzie’s role in one of the world’s 

largest IPOs this year, as adviser to China 

Railway Construction Corporation, is a feather 

in the firm’s cap. The state-owned company’s 

Hong Kong share listing was massively 

oversubscribed and exceeded expectations by 

raising $5.4 billion. Clients particularly rate 

Pui Hong Chik who was promoted to partner 

last summer and provided Hong Kong counsel 

on the deal. “He’s technically excellent”, 

says one client. Partner CY Leung is also one 

of the most reputable capital markets lawyers 

in the region. 

Contributing to a line of firsts, the firm 

represented Xinyuan Real Estate in it NYSE 

listing in December 2007 - the first listing of 

a Chinese property developer in the US. 

Partners Scott Clements and Omer Ozden 

were the lead partners on the deal, which was 


On the debt side, Elsa Chan lead the firm 

in advising China South City Holdings on a 

$125 million issuance of secured notes, and 

acted for Macquarie Securities as arranger in 

the issuance of secured notes and convertible 

bonds by a Chinese property developer to 

qualified investors. 


CY Leung 

Pui Hong Chik 


240 

China | Capital markets – foreign firms 


Latham & Watkins continues to do well in 

mainland China, mostly advising local clients 

on their US listings. One long-term client 

describes the firm as “very comprehensive and 

one of the best when it comes to advising 

companies on IPOs in the US”. It has a rapidly 

growing Shanghai office and recently transferred 

a large number of associates from the 

US. Clients rate Hong Kong-based Julie Gao, 

John Otoshi and David Zhang in particular. 

“Gao is very hands on,” says one client. 

“She’s responsive in very quick way.” On the 

other hand, another client notes that Gao is so 

successful it is not always possible to instruct 

her on a deal. Other clients point to Zhang 

and Gao as a good team. “David is incredibly 

resourceful,” says one client. 

The trio acted on a number of high-profile 

equity deals this year, such as representing 

AirMedia, a Chinese digital-media network, 

on its Nasdaq listing, and representing software 

developer Longtop Financial 

Technologies on its IPO, the first time a 

Chinese IT company has listed on NYSE and 

the best-performing Chinese IPO to date. 

Examples from Latham & Watkins’ list of 

highlight debt deals include the firm’s role in 

advising Melco International and Publishing 

& Broadcasting in their US debt issuance. 

The companies teamed up to make a $250 

million offering of 2.4% guaranteed 

exchangeable bonds due 2012. The firm 

assisted Publishing & Broadcasting by structuring 

an SPV so the bonds would be 

exchangeable for ADS of its casino development 

arm, Melco PBL Entertainment. 

Partner John Otoshi led the deal. 

Linklaters 

Many lawyers and clients commented this 

year on Linklaters’ renewed focus on capital 

markets work. The firm has been strategically 

growing its China practice with the relocation 

of both Paul Chow from the Hong Kong 

office to Beijing and Andrew Mackie from the 

New York office to Hong Kong, “There’s a 

real change of direction,” says one client. 

Other lawyers comment that Linklaters 

“appears to have left the capital markets scene 

a little” and this sense moves Linklaters down 

a tier in the rankings this year. 

That said, no-one doubts the firm’s commitment 

to quality. “There’s just quality 

everywhere in Linklaters as a firm,” remarks 

one client. Partner Andrew Malcolm heads 

the capital markets practice in Asia. According 

to one client: “At the end of the day, if I was 

to look at the whole level playing field, who is 

a bright spot, someone who really knows their 

stuff, I’d put Andrew Malcolm up there. For 

the hard deals I would always get Andrew in 


because he’s bright. His predecessor, he’s like a 

brain on a stick, and Andrew’s a bit like that.” 

Celia Lam is also well-liked by the market 

although a couple of clients mention that she 

seems to be less active on deals. 

In 2007, the firm advised Bank of 

Communications on its Rmb25.2 billion 

($3.68 billion) A-share offering and Shanghai 

Stock Exchange listing - the fourth-largest 

fund raising in China to date. 

The firm represented Morgan Stanley Asia 

on the $253 million placement of 280 million 

H-Shares of China Construction Bank. 

Linklaters also acted for China Railway 

Group on its $5.5 billion IPO and listing on 

the Shanghai Stock Exchange. The company 

subsequently also listed on the HKSE in 

December 2007. 


Paul Chow 

Celia Lam 


O’Melveny & Myers maintains a favourable 

position in the rankings despite managing 

partner Howard Zhang’s much-talked-about 

departure to Davis Polk & Wardwell. The 

firm has been quite active on the debt side. Fu 

Ji Food and Catering Services Holdings in 

Shanghai retained the firm to advise in relation 

to its issue of $220 million zero-coupon 

convertible bonds. The capital generated will 

be used by Fu Ji to acquire a majority stake in 

Sky Charm Group, which operates the 

Golden Hans chain of restaurants in China. 

On a similarly-sized deal, the firm acted 

for underwriters UBS, Goldman Sachs, BNP 

Paribas, and KGI Capital Asia in the $1.05 

billion global offering and listing on the 

HKSE of Want Want China Holdings. It was 

the first sizeable Hong Kong listing of a company 

that had de-listed from the Singapore 

Stock Exchange. 


Colin Law 


Although the firm has a relatively small capital 

markets team in its Beijing office, Simpson 

Thacher & Bartlett has shown itself to be a 

strong contender in capital markets. In June 

2008, the firm represented Pou Sheng 

International Holdings, a Chinese sportswear 

retailer. It also advised the company in relation 

to its Hong Kong IPO and Rule 

144A/Regulation S offering of 823 million 

ordinary shares, which raised $301 million. 

The lead underwriters were Merrill Lynch and 

Morgan Stanley. The Simpson Thacher team 

involved partner Chris Lin, a recognised name 

in the market for knowledge and acumen. 

Other significant transactions for the firm 

include acting for China Shanshui Cement 

Group. Simpson Thacher advised the company 

on its IPO in Hong Kong and Rule 

144A/Regulation S offering of 651 million 

ordinary shares, raising approximately $234 

million before the underwriters’ exercise of 

the listing’s over-allotment option. 

Clients rate Hong Kong-based Leiming 

Chen as a leading member of Simpson’s capital 

markets team. 


Leiming Chen 

Skadden Arps Slate Meagher & 

Flom 

It has been a windfall year for Skadden, which 

opened its Shanghai office in early 2008, as 

the firm did more IPOs this year than ever 

before. Key partners who consistently gain 

recognition for quality work are Jon 

Christianson, Peter Huang and Greg Miao. 

Representing China Citic Bank, the firm 

advised the bank on its $5.9 billion dual-listed 

IPO comprising a $4.2 billion offering of 

H-shares on the HKSE and a Rule 

144A/Regulation S placement, as well as a 

$1.7 billion offering of A-shares on the 

Shanghai Stock Exchange. 

In the first listing of a Chinese bio-pharmaceuticals 

company on Nasdaq, the firm 

advised 3SBio as co-counsel in its $123 million 

IPO of ADS. Other big-ticket clients for 

the firm include China National Blue Star and 

China Investment Corporation, a sovereign 

wealth fund. 


Jon Christianson 


Senior partner at Slaughter and May Benita 

Yu gets the nod from several clients as the goto 

lawyer for capital markets and IPO issues: 

“She’s really good, really detail-oriented and if 

you go to her for advice you know 100% she’ll 

get it right,” says one. “When she does a deal 

you’ll be confident that it will be done in the 

right way.” 

With a different business strategy to many 

China practices, the firm does fewer deals, 

preferring to hone in on the large and more 

interesting transactions. Market commentators 

frequently praise the firm for its deal execution, 

and as such it appears on market-leading 

deals such as the global offering 

Alibaba.com. Slaughter and May held a 

prominent role as counsel to Goldman Sachs, 

2009 EDITION

Banking – foreign firms | China 

241 

Morgan Stanley and Deutsche Bank in the 

internet group’s $1.96 billion IPO on the 

HKSE in November 2007. 

The firm also advised China National 

Building Materials Company in its placing of 

new and existing H-shares, raising $340 million. 

The placement shares represented about 

20% of the issuers existing H-share capital. 


Benita Yu 


Although commentators said they don’t see 

much of Clifford Chance on the equity side in 

this market, the firm continues to uphold a 

strong presence in debt-related work. 

So-called green tech, such as the generation 

of renewable energy, has seen continued 

growth this year, and Clifford Chance played 

a role one of the industry’s most important 

deals. It was chosen by Morgan Stanley to 

advise on its role as the sole sponsor of the 

IPO of China High Speed Transmission 

Equipment Group, a maker of transmission 

equipment for wind turbines. The Hong 

Kong listing was 692 times over-subscribed, 

and raised nearly $19 billion. 

The firm also acted for HSBC and Bank of 

China, working with the Hong Kong 

Monetary Authority, on an unusual regulatory 

situation relating to the revenue from 

China Development Bank’s Rmb5 billion 

bond: since the bank falls outside of Hong 

Kong’s banking ordinance, the firm advised its 

client on avoiding violation of prohibitions on 

taking deposits in Hong Kong. Ultimately the 

issue was settled outside of Hong Kong and 

the proceeds were redirected to mainland 

China. 

Lovells 

Partner Robert Lewis at Lovells speaks 

Mandarin fluently and has been a long-time 

fixture in China, possessing a great deal of 

China-related legal experience. Lewis is noted 

in particular for his ability to win Chinese 

clients, who note that he spends a lot of time 

training Chinese lawyers. “He’s one of those 

rare guys who is truly bilingual,” says one 

client, adding that “he is a rare lawyer who 

can negotiate with equal proficiency in both 

languages”. 

However, some clients note that the 

Lovells team needs to expand. “They don’t 

have enough bandwidth,” says one. “I would 

say [Lewis] has a good sense on how to interpret 

local ambiguities,” adds another, “but 

they need more capacity.” 

On the real-estate side the firm advised 

joint sponsors Morgan Stanley and UBS on 

the largest ever IPO by Country Garden 

Holdings, raising $1.9 billion. Country 

Garden became the second-largest Hong 

Kong IPO in 2007. 

Again acting for joint sponsors, Lovells 

acted for Morgan Stanley and UBS in relation 

to the $1 billion IPO of China Molybdenum 

which was almost 400 times oversubscribed. 

Norton Rose 

Norton Rose had a strong year, representing 

large Chinese companies on IPOs of substantial 

value. Belle International Holdings, which 

owns a shoe retailer, instructed the firm to act 

on its $1.1 billion IPO and subsequent listing 

on the HKSE. Morgan Stanley and Credit 

Suisse acted as the joint sponsors, global coordinators, 

bookrunners and lead managers of 

the listing. 

The firm advised another Chinese company, 

sportswear group China Dongxiang, on its 

global IPO and Hong Kong listing. The joint 

sponsors and lead managers were Deutsche 

Bank and Merrill Lynch. The transaction was 


Other notable firms 

Partner W Clayton Johnson leads the capital 

markets practice at Cleary Gottlieb Steen & 

Hamilton in the China region. The firm represented 

the initial purchasers in a Rule 144A 

offering of $400 million convertible senior 

notes due 2013 by LKD Solar. Cleary also 

acted for the underwriters in the IPO of 

VanceInfo Technologies, which raised $75 

million. 

Jones Day advised on a kicked a significant 

equity capital markets transaction in mid- 

2007m with its counsel to Morgan Stanley, 

UBS and China International Capital 

Corporation in relation to Fosun 

International’s $1.5 billion IPO. Partner 

Virginia Tam led the Jones Day team. 

Last year’s newcomer to the rankings, 

Mallesons Stephen Jaques, has been making 

progress in expanding its mainland portfolio. 

Known to be very strong on the debt side, the 

firm acted as Hong Kong counsel to BOC 

Asia and Deutsche Bank Securities as joint 

lead managers and bookrunners on Neo- 

China Group Holdings’ issue of $400 million 

9.75% senior notes due 2014, as well as 264 

million warrants. 

Sidley Austin has been a noteworthy presence 

in Chinese market for nearly a decade. 

Notable deals include advising China 

Development Bank on its Rmb5 billion bond 

offering in Hong Kong. The offering consisted 

of a Hong Kong public subscription and a 

Regulation S institutional placement, and was 

the first offering of renminbi bonds by a 

Chinese institution in Hong Kong. 

Earlier this year, Matthew Sheridan led the 

team advising property developer Country 

Garden on its Regulation S issuance of $600 

million convertible bonds. The securities 

included a synthetic share buyback through a 

cash-settled swap transaction, and are listed in 

Singapore. 

Sheridan, together with Constance Choy, 

also represented Nine Dragons Paper in connection 

with its offering of $300 million 

senior notes including a Regulation S/Rule 

144A tranche. 

The rise of the green-tech industry in the 

mainland has kept many firms busy. In 

Sidley’s case, the firm provided US law advice 

to LDK Solar in its private placement of $400 

million 4.75% convertible senior notes, 

exchangeable into ADS. 

Banking – foreign firms 


Tier 1 

Allen & Overy 


Linklaters 

Tier 2 


Herbert Smith 

Lovells 

Tier 3 


Sidley Austin 

White & Case 

With China’s uncontested growth in the 

region, everyone wants a share of the profits. 

But this year the Chinese government 

imposed stringent restrictions on foreign 

investments in key Chinese sectors such as 

real estate, in an attempt to curb inflation and 

cool down the overheated economy. 

The restrictions also include raising the 

bank reserve ratio to 11%, making it more 

difficult for banks to lend, and could see a further 

rise to 15%. Matched with rising interest 

rates and the need for loan approvals from the 

Ministry of Commerce, these measures aim to 

slow the country’s growth down to a sustainable 

rate. 

But the restrictions are selective: the government 

is still aiming to stimulate growth in 

particular sectors of the market, such as aircraft 

financing, where the ceiling for foreign 

investment have been raised. This should 

please investors in the US, whose officials met 


242 

China | Banking – foreign firms 

with their Chinese counterparts in June 2008 

to persuade them to open the country’s economy 

further. 

In exchange, the US will do more to 

encourage investment from China. The country’s 

banks are becoming active lenders in offshore 

financing, a trend that is set to continue 

for the next couple of years, further boosting 

China’s presence in the global markets. 

Allen & Overy 

One client of Allen & Overy’s banking practice 

says: “I would not use them if I wasn’t satisfied 

with them. They have a good grasp of 

key relevant issues both onshore and offshore, 

and the interaction between the two, which is 

critical.” 

The firm naturally retains its first-tier spot 

with a reputation for market-leading banking 

work. Despite the global reduction in leveraged 

finance deals, A&O has still managed to 

participate in a number of significant acquisition 

finance deals which show its eminence in 

the practice. 

For example, the firm advised Credit 

Suisse regarding the onshore and offshore 

financing of MSREF Fund VI’s acquisition of 

the RTC shopping centre located in Dalian. 

The deal was significant in that it was one of 

the first to close after the introduction of 

Circular 130, a quasi-regulative measure 

which obliges foreign investors in real estate to 

fund acquisitions with equity rather than 

loans. 

Pre-IPO financing deals have also kept the 

firm busy. These include advising Deutsche 

Bank on the financing for Jinlian Group, and 

the migration of Aoyuan Group’s pre-IPO 

financing from a loan-plus-warrants structure 

to a convertible bond structure. 

Other work includes acting for China 

Resources in the establishment of an innovative 

shariah-compliant property fund. Allen & 

Overy also represented ING bank in the 

financing of a number of Chinese joint ventures, 

including two complex property ventures, 

valued at Rmb2 billion ($292 million) 

and Rmb1.6 billion respectively, involving 

Longhu, a Chinese real-estate company. 

Praised as an “excellent lawyer” by a client, 

partner Joseph Tse is well-respected in the 

banking arena. 


Simon Black 

Joseph Tse 



Banking has traditionally been one of Clifford 

Chance’s strengths. With recognition from 

rivals and clients alike for its quality and regular 

appearance on the country’s most significant 

transactions, it is no surprise the firm 

remains in the top tier this year. The firm has 

been involved in a number of acquisition 

financing deals in cooperation with its team in 

Hong Kong. 

The firm’s recent banking experience 

includes acting for Citigroup on three microfinance 

loans to BRAC, an organisation aiming 

to tackle poverty in Bangladesh. 

Clifford Chance’s banking clients include 

Morgan Stanley, Citigroup, UBS, China 

Development Bank and Bank of China. 


Huw Jenkins 

Anthony Wang 

Linklaters 

Linklaters’ reputation, which has led to a 

place on every leading banking panel in the 

region, is supported by respect from rivals, 

and earns the firm another year at the top of 

the banking table. Bank of China’s Hong 

Kong arm called on the firm recently to act on 

a $539 million syndicated loan facility to 

Bayshore Development Group to refinance 

the construction of the AIG Tower in Hong 

Kong. 

Linklaters also acted for an investment 

consortium comprising hedge funds and 

investment banks in the $690 million pre- 

IPO financing of the China Rightway Real 

Estate Group. The deal was unusual in that 

there was no debt convertible into equity and 

that the funding took the form of a combination 

of a high-yield loan and straight equity. 

Other pre-IPO financing deals saw the 

firm advise a Chinese industrial company on a 

loan-plus-warrants arrangement totaling $160 

million, and a development and management 

company on a $200 million term loan plus 

warrants. 

Among the firm’s involvement in other 

banking work, Linklaters counselled BNP 

Paribas in relation to three syndicated syndicated 

term loans with a total value of Rmb2.4 

billion. The beneficiaries of the facilities were 

three property-management divisions of 

Beijing Sanlitun. 


Patrick Fontaine 


Aircraft and aviation finance is a mainstay of 

Baker & McKenzie’s practice. In one complex 

deal the firm advised Air China in the company’s 

financing of 13 aircraft, enlisting a French 

tax-enhanced structure that takes advantage of 

the tax treaty between China and France. The 

deal value was $790 million, making it one of 

the biggest French tax-lease transactions in 

China. 

The firm’s other banking work includes 

representing RBS regarding a $150 million 

loan to the Huawei Technology Group. 

Partner Barry Cheng led the transaction. 

Herbert Smith 

Paul Lee’s departure from Herbert Smith to 

White & Case in January hasn’t hampered its 

strong banking practice which covers a broad 

spectrum including structured finance, commercial 

bank lending and off-balance sheet 

financing techniques. 

The firm represented SAIF Partners, Hony 

Capital and IDG Technology Venture 

Partners on the debt financing of the $350 

million MBO of Digital China Holdings, a 

Chinese IT services company listed in Hong 

Kong, one of the largest deals of its type. 

Boasting a dynamic and growing energy 

practice, the firm was engaged by BP to act in 

the $2 billion refinancing of Secco, a petrochemicals 

joint venture in China between BP, 

Sinopec and the Shanghai Petrochemical 

Company. Renowned oil-and-gas partner 

Anna Howell was one of the lawyers leading 

the deal. 

Lovells 

Despite the departure of banking specialist 

John Hartley and his team this year, Lovells 

retains its involvement in the banking market, 

and has been involved in several high-profile 

finance deals. 

The firm advised Merrill Lynch in relation 

to its investment in a project to build and 

operate of a commercial centre in Guangzhou 

in a joint venture with R&F Properties, a 

Hong Kong-listed Chinese developer. The 

deal involved both complex Chinese and offshore 

structures. 

The head of the firm’s banking practice 

Gary Hamp acted for Mizuho Corporate 

Bank on the financing of the acquisition of 

First Engineering, a regional plastics company, 

by Affinity Equity Partners. 


Sidley Austin has particular expertise in nonperforming 

loans, but has also advised on 

deals across a range of practice areas, including 

commercial secured lending and factoring, 

for institutions such as Commercial 

Finance Association. 

Partner Xiao Ming Li at White & Case is 

the firm’s most prominent banking figure in 

China and has been involved in a number of 

financing deals in the petrochemicals sector. 

2009 EDITION

Mergers and acquisitions – foreign firms | China 

243 

The firm counts Bank of China as a client, 

and advised it on numerous financing transactions 

in 2007, including a $550 million facility 

to PetroChina International, a $500 million 

facility to Sinochem Hong Kong Group 

and a $500 million facility to CNPC Finance. 

The firm also enjoys a strong relationship with 

China Development Bank, which it advises it 

on both domestic and cross-border financings. 

Mergers and acquisitions – 

foreign firms 


Tier 1 


Linklaters 


Skadden Arps Slate Meagher & Flom 

Tier 2 

Allen & Overy 



Herbert Smith 



Paul Weiss Rifkind Wharton & Garrison 



Tier 3 

Cleary Gottlieb Steen & Hamilton 

Jones Day 

Lovells 




White & Case 

Tier 4 

DLA Piper 

Heller Ehrman 


Morrison & Foerster 

Norton Rose 

Sidley Austin 

Richards Butler 


China’s corporate M&A market has remained 

a relatively consistent deal flow. 

Commentators predict continued activity in 

the coming year, with the outbound investment 

market beginning to hit an upswing - if 

China and the US can agree to a mutual relaxation 

of investment terms, the trend will be 

even more pronounced. 

The liquidity of Chinese companies is 

demonstrated in their appetite for foreign 

investments: seeing limited domestic opportunities, 

many are looking for acquisition targets 

overseas. And the inbound market shows 

no signs of diminishing either: another sign 

that China will remain one of the international 

market’s few success stories in the coming 

months and years. 


Dominating the tier one rankings again this 

year is Freshfields Bruckhaus Deringer. The 

firm’s work flow stayed consistent this year as 

cash-rich private-equity houses continued to 

spend in the Chinese market. 

In a notable deal, the firm acted for 

Macquarie International Infrastructure Fund 

on its acquisition of a $532 million stake, 

amounting to 90%, in Guangzhou’s Hua Nan 

toll road. 

One deal that had extensive press coverage 

involved Freshfields’ representation of China 

Oriental Group, a Chinese steelmaker and a 

minority shareholder in ArcelorMittal, in relation 

to ArcelorMittal’s unconditional mandatory 

offer for the remaining shares in China 

Oriental. The offer was essentially a tactical 

bid, in an attempt to see off a hostile takeover 

by rival shareholder Diana Chen, through her 

company Smart Triumph. ArcelorMittal later 

sold part of its interest to ING Bank and 

Deutsche Bank, in order to comply with freefloat 

regulations. 

Another notable deal involved advising 

GE Capital on its joint offer with China Citic 

Group for the privatisation of Asia Satellite 

Telecommunications. 


Rob Ashworth 

Teresa Ko 

Linklaters 

Linklaters has a prominent presence in bigticket 

M&A - one rival describes the firm as 

an “M&A powerhouse”. 

In one market-leading deal, the firm 

advised ICBC on its $5.5 billion acquisition 

of a strategic interest in South Africa’s 

Standard Bank Group, the largest foreign 

direct investment made by any Chinese entity. 

Also in the banking sector, the firm advised 

on an invound deal: Spanish bank Banco 

Bilbao Vizcaya Argentaria sought the firm’s 

counsel in relation to its $782 million acquisition 

of a 5% stake in China Citic Bank. 

Among the firm’s work in the aviation sector, 

Singapore Airlines and its parent country’s 

sovereign-wealth fund Temasek Holdings 

retained the firm to advise on their proposed 

$1 billion strategic investment in China 

Eastern Airlines Corporation. 


Teresa Ma 

Zili Shao 


Partner Doug Markel joined Simpson 

Thacher & Bartlett from Freshfields in April 

2007, an addition that has helped bolster the 

firm’s reputation in M&A and a deciding factor 

in the firm’s promotion to tier one this 

year. Markel is widely recognised as one of the 

leading lawyers in M&A and his contemporaries 

are full of praise: “He’s definitely a very 

savvy player,” says one. “He’s got lots of energy,” 

says another, adding that he feels the firm 

has plenty of potential to take a further market 

share in the M&A sector. 

A sampling of Markel and his team’s deal 

list includes representing the financing and 

US aspects of Chinalco’s acquisition of a 

minority stake in Rio Tinto. Markel also represented 

a consortium consisting of Changsha 

Zoomlion Heavy Industry Science & 

Technology Development, Hony Capital, 

Goldman Sachs and Mandarin Capital 

Partners in relation to their proposed acquisition 

(pending Chinese government approval) 

of CIFA, an Italian manufacturer of concretemaking 

equipment. The $597 million deal 

included a $429 million equity consideration 

from the consortium, with the remainder 

funded through non-recourse offshore debt. 

Hong Kong-based Patrick Naughton also 

also represented Blackstone in its first major 

investment in China - a $600 million acquisition 

of a 20% stake in China National 

Bluestar, a manufacturer of chemical products. 


Charles Lin 

Douglas Markel 

Skadden Arps Slate Meagher & 

Flom 

Skadden has had another strong year in 

China, and the firm’s clients and peers feel a 

promotion to the top tier for corporate work 

is justified on the basis of its reputation in private 

equity. Rivals and clients unanimously 

praise partner Jon Christianson as a leading 

and commercially-aware transactional lawyer. 

Partner Peter Huang also received accolades 

and shows potential in becoming a leading 

lawyer in M&A. 

Christianson’s recent work includes advising 

Chinese state entity Central Safe 

Investments’ pre-IPO acquisition of a 10% 


244 

China | Mergers and acquisitions – foreign firms 

stake in Blackstone. The deal resulted in 

China’s investment of $3 billion foreignexchange 

reserves in the private-equity firm. 

Among the firm’s private-equity mandates 

was a role advising Capital International in 

relation to a $100 million investment in a 

Chinese biotech fund, and Pacven Walden in 

its acquisition - in conjunction with an affiliate 

of China Broadband Capital Partners - of 

series-A preference shares in Link Media. 

Another media highlight was advising 

Signal Media and Communications Holdings 

on the purchase of an 86% interest, worth 

$200 million, in MacauCo, a Macau property 

company. 


Jon Christianson 

Allen & Overy 

Peers can’t seem to make up their minds about 

A&O’s M&A activity: some rate the firm 

extremely highly; others report a dip in the 

firm’s visibility. 

Nonethless, the firm maintains its tier two 

position this year due to consistently good 

client feedback. Some clients pick out 

Thomas Jones as one of the firm’s leading 

practitioners. Says one: “He has a deep knowledge 

of the economics part of the deal so we 

think that he is very, very good at giving us 

insight on how to overcome obstacles. In 

summary it would be difficult to find a more 

suitable person to do the job he has done for 

us.” 

Others praise managing partner Simon 

Black, or Shanghai-based Victor Ho. 

One of the firm’s highlights was its representation 

of Fortis Investment Management 

in the e2.15 billion sale of a 50% stake to the 

Ping An Insurance Group. The deal is expected 

to be completed by the end of the second 

quarter or early in the third quarter of 2008. 

Michael Liu was the lead lawyer on three 

acquisitions by Sinofert Holdings, the largest 

of which was a HK$7.09 billion ($908 million) 

interest in Qinghai Salt Lake Potash Co, 

a Chinese producer of potassium fertiliser. 


Many in the market felt that Baker & 

McKenzie had what one client described as a 

“functional” year. Yet the firm retains a huge 

market share in terms of mass-market transactions 

and has worked on one very high-profile 

confidential deal which helps to maintain its 

solid position in the rankings this year. 

One of the key roles for the firm this year 

was in advising ArcelorMittal on its China 

Oriental transaction. ArcelorMittal made a 

general offer and acquired a 28% stake in the 


company to thwart a bid by rival investment 

vehicle Smart Triumph, and entered into 

strategic arrangements with other parties. 

Other highlights include acting for 

Beiersdorf, a skincare company, in its purchase 

of an 85% interest in Chinese rival C- 

Bons Hair Care; and advising Beijing 

Enterprises Holdings on the acquisition of 

Beijing Gas Group. 

Baker & McKenzie has also acted for 

M&A clients including eBay, Calyon and 

Medtronic on recent acquisitions and joint 

ventures in China. 


Clifford Chance’s M&A practice benefits 

from an extensive international client base. 

Rivals and clients both recognise the firm’s 

ability to act on the largest and most complex 

transactions. 

Among the firm’s highlight deals over the 

past year, Shanghai-based Emma Davies was 

retained by National Australia Bank on its 

acquisition of a 20% stake in China’s Union 

Trust & Investment. 

The firm also advised Cerberus Asia 

Capital Management on a HK$3.12 billion 

investment in HKC Holdings, a Chinese 

energy and infrastructure group. 

Finally, Clifford Chance’s corporate team 

was instructed by Spanish telecoms company 

Telefónica in relation to its acquisition of an 

additional 2.22% stake in China Netcom, a 

Chinese broadband and fixed-line telecoms 

operator, from four Chinese state-owned entities. 

The deal was worth $454 million. 

Herbert Smith 

Herbert Smith’s Beijing office has seen some 

key movements this year, including the departure 

of Beijing managing partner Jeremy Xiao 

to an in-house role with Credit Suisse (though 

he continues to act as a consultant for the 

Beijing office). The firm has also promoted 

Karen Ip to the partnership in Beijing and 

relocated Gary Lock, formerly the managing 

partner of the Shanghai office, to manage the 

firm’s Beijing office. Hong Kong-based Ashley 

Alder continues to impress and clients respect 

in particular his work with mainland regulators. 

Herbert Smith’s primary strength lies in 

the energy sector. The firm recently advised 

Sinopec on its $504 million acquisition of oilrefinery 

assets from the Sinopec Group 

Company. The firm also acted for the company’s 

$512 million acquisition of assets from 

China Resources Enterprise, including petroleum 

wholesale, transport, storage and retail 

facilities, and liquefied petroleum gas distribution 

outlets. 

Beijing-based Tom Chau also advised 

Huaneng Power International on the £3.3 billion 

acquisition of Singapore-based SinoSing 

power and Hong Kong partner Tommy Tong 

led a three-party private equity-backed MBO 

of Digital China Holdings, an IT services 

company listed in Hong Kong. 

A client says of partner Tom Chau: “He 

quite understands from the client’s point of 

view and can strike a good balance between 

the client situation and disclosure requirement. 

His recommendations are sensible and 

commercial.” 


Though Latham & Watkins is most reputable 

and visible in China’s project finance market, 

feedback from both clients and rivals indicates 

that it is a sound firm across the practice areas. 

The firm is often seen advising on US-related 

private-equity deals. 

CGEN Digital Media Company and its 

shareholders retained the firm to advise on the 

sale of CGEN to Focus Media Holding for a 

cash payment of $168 million and an earnout 

of up to $182 million in cash and shares 

in Focus Media. 

In another deal of a similar calibre in the 

technology and media sector, the firm acted 

for The9, an online-games operator in China, 

in the sale of a $167 million equity investment 

to Electronic Arts. Both deals were led 

by partner David Zhang. Partner Rowland 

Cheng of Latham’s Shanghai office is on the 

rise, building up a reputation for himself as a 

trusted M&A lawyer. 


O’Melveny Myers is becoming increasingly 

visible in the market, and this year added 

eight associates to its China practice. In one 

key mandate, the firm represented Fu Ji Food 

and Catering Services Holdings in the acquisition 

of a majority stake in private company 

Sky Charm Group from Zhou Li. Under the 

terms of the deal Fu Ji will purchase 60% of 

Sky Charm’s issued share capital for up to 

$108 million. 

Competitors also noted the firms increasing 

presence in real-estate side M&A. For 

example, the firm represented China Central 

Properties in the sale by its subsidiary of its 

interest in Mountain Breeze (Barbados) to a 

Korean investor for $106 million plus the 

assumption of $226 million debt. 

In addition, O’Melveny & Myers represented 

Allyes Information Technology in its 

acquisition by Focus Media for $300 million. 

It also assisted Shangdong Weigao Group 

Medical Polymer Co in the issuance and sale 

of equity to Medtronic. 

2009 EDITION

Mergers and acquisitions – foreign firms | China 

245 

Paul Weiss Rifkind Wharton & 

Garrison 

Paul Weiss moves into the second tier this 

year. Although the practice is small, it punches 

above its weight in the area of private equity. 

Rivals describe the firm as being “almost a 

boutique private-equity practice” and have a 

lot of praise for Jeanette Chan, who heads the 

firm’s China practice group. One rival lawyer 

points out that he feels Paul Weiss is particularly 

adept at winning outbound private-equity 

work. 

Key deals for the firm include acting as 

international counsel to Motorola and one of 

its Chinese subsidiaries in the acquisition of 

the cable set-top business and integrated-circuit 

design business of Zhejiang Dahua 

Group for $39.8 million. 

Another substantial deal for the firm was 

its representation of General Atlantic Partners 

(Bermuda) and its affiliates in the sale of its 

100 million HKSE-listed shares in Lenovo 

Group for $105 million. Paul Weiss also acted 

as international counsel for KKR’s investment 

in Tianrui Cement, an example of the recent 

move towards onshore structures in China. 


Jeanette Chan 


Shearman’s M&A team has had a busy year. In 

one prominent deal, managing partner Lee 

Edwards led the firm in advising Huawei 

Technologies in its role in its failed attempt 

with Bain Capital Partners to acquire 3Com 

Corp. The $2.2 billion deal - under which 

Huawei would have received a 16.5% stake in 

3Com - was abandoned following an objection 

by the Committee on Foreign 

Investment in the United States (CFIUS). 

Edwards is also advising China Minsheng 

Banking Corporation on its $195 million 

investment in UCBH Holdings, the holding 

company of United Commercial Bank. Under 

the terms of the deal, the first strategic investment 

in a US bank by a Chinese bank, 

Minsheng will acquire a 9.9% interest in 

UCBH with an option to increase the ownership 

to 20% by 2009 in two phases. 

The firm also advised China Mobile 

Communications Corporation in its agreement 

to purchase 88.9% of the outstanding 

shares of Paktel from Millicom Pakistan for 

$284 million. 


Lee Edwards 


When it comes to China M&A deals, Michael 

DeSombre is Sullivan & Cromwell’s bestknown 

partner. But Wei Chun is also noted 

by peers as a “rainmaker” for her ability to 

bring in major deals and build good relationships 

with Chinese clients. 

Sullivan & Cromwell carried out a number 

of influential deals this year, keeping the firm 

in the second tier for another year. Besides 

acting for the China Huaneng Group in its 

acquisition of Singapore’s Tuas Power through 

its subsidiary SinoSing Power, the firm also 

represented Barclays in relation to China 

Development Bank’s acquisition of a 3.1% 

stake in the UK bank. 

In addition, Sullivan & Cromwell is one of 

the advisers on the proposed merger of Chinabased 

telecoms companies China Netcom and 

China Unicom. Announced in June 2008, the 

deal, valued at $24 billion, was pending 

approval at the time of writing. Linklaters and 

Shearman & Sterling are representing China 

Netcom, and Freshfields Bruckhaus Deringer 

and Sullivan & Cromwell are representing 

China Unicom. 


Michael DeSombre 

Cleary Gottlieb Steen & 

Hamilton 

Cleary Gottlieb Steen & Hamilton remains 

active but is noted as being less visible in the 

market than previous years. Partner Filip 

Moerman acted for TPG Capital in its investment 

of $220 million into two tranches in 

Guanghui Automobile Services. The firm also 

represented Potash Corporation of 

Saskatchewan in an additional investment of 

$175 million in Sinofert Holdings, a Chinese 

fertiliser company. Cleary also represented 

Goldman Sachs in structuring Alcoa’s block 

trade disposal of a 7% stake in Chinalco. 

Jones Day 

Jones Day has a steady flow of deals, although 

some competitors have comment that the 

Shanghai office seems to be winning fewer 

deals this year. Guangzhou Pharmaceutical 

Company instructed the firm to advise on its 

sale of a 50% interest in the company to 

Alliance Boots and Beijing Med-Pharm 

Corporation for $75 million. 

In a deal that was pending at the time of 

writing, the firm is acting for Hopson 

Development Holdings in its $186 million 

acquisition of Shanghai Dazhan Investment 

Management Company from Guangdong 

Zhujiang Investment Company. Partner 

Barbara Mok is the firm’s lead partner in both 

of these deals. 

Lovells 

Lovells’ recent corporate work includes advising 

Actavis on its acquisition of a 90% share 

in Zhejiang Chiral Medicine Chemicals 

Company. In another transaction led by partner 

Fred Chang, the firm acted for SoftBank 

on its $100 million acquisition of a 14% 

interest in Oak Pacific Interactive, a Chinese 

internet portal operator, with rights to 

increase the interest up to 40%. The firm also 

represented Alstom on its $47 million acquisition 

of a 51% stake in Wuhan Boiler and 

acted for Jana Partners in its acquisition of a 

30% stake in Shenyang Machine Tools 

Group. 

Rival lawyers and clients rate Lovells’ 

Hong Kong partner Tim Fletcher highly for 

transactional advice. 


Milbank Tweed Hadley & McCloy has 

worked on a number of low-to mid-cap deals 

this year. It advised Goldman Sachs in relation 

to the acquisition of a 12.5% equity interest 

in Shenzhen Hepalink Pharmaceutical and 

Shenzhen Topknow Industrial Development 

for a total of $27 million. On a slightly larger 

scale, Citadel Equity Fund and UBS instructed 

the firm to act in connection with the $45 

million acquisition of China Alarm’s guaranteed 

senior convertible bonds. 


Slaughter and May’s reputation is partly 

thanks to partner Neil Hyman - a favourite 

among clients when it comes to M&A issues 

and transactions. “Bankers really like him,” 

says one client. Hyman is noted for being 

well-versed in the Hong Kong Takeover Code 

and is noted for his ability to give informed 

views on anticipating the reaction of regulators 

on a deal. 

George Goulding led the Slaughter and 

May team in advising Citic Group in the sale 

of its 50% indirect equity shareholding, worth 

$876 million, in JSC Karazhanbasmunai - a 

Kazakh oil-exploration company - to affiliates 

of JSC KazMunayGas Exploration 

Production. 


Neil Hyman 

White & Case 

White & Case has recently represented clients 

such as Ping An Insurance, China 


246 

China | Project finance – foreign firms 

Development Bank and corporations including 

Haier in their financings and acquisitions 

in markets around the world. 

Hong Kong-based Seung Chong represented 

insurance company Ping An in its 

acquisition of a $2.7 billion stake in Fortis as 

well as its announced acquisition of a 50% 

stake in Fortis Investment Management. 

The firm also advised China Merchants 

Investments Management in its investment in 

NBA China, an enterprise designed to promote 

basketball in China and establish a 

Chinese basketball league. The institution, 

along with other Chinese investors and the 

Walt Disney Company, purchased an 11% 

stake in the venture, worth $250 million. 

DLA Piper 

DLA Piper added two new partners to its 

Shanghai office last year, transferring Jeff 

Greene from Seattle into the Shanghai private-equity 

team and Ghislain de Mareuil 

transferring from Paul Hastings. 

The firm recently worked with electricalcomponents 

company Carbone Lorraine on a 

China acquisition, via onshore and offshore 

companies, as well as restructuring the shareholding 

of the client’s eight affiliates in China. 

The firm is also working with Christian Dior 

on the expansion and restructuring of its 

operations in China. 

Rivals and clients praise partner Stephen 

Lui as a good point person at the firm. 

Meanwhile a rival of Rocky Lee describes him 

as “a relationship guy who can talk to a VC”, 

adding: “He has great deal sense.” 


The Beijing team at Mallesons Stephen Jaques 

has grown in recent months, including the 

transfer from Melbourne of partner David 

Olsson, exemplifying the firm’s commitment 

to expanding its business in China. A number 

of lawyers note that Mallesons is beginning to 

grow its market share correspondingly. 

In addition, China’s Ministry of Justice 

granted the firm permission in December 

2007 to operate under its own name in 

Shanghai, rather than through local practice 

Kwok & Yin. 

The firm acted for A-Tec Industries’ subsidiary 

AE&E Group on its acquisition, from 

Global Power Equipment Group, of Global 

Power Asia, a Hong Kong company which 

owns a Chinese boiler business in Nanjing. 

Sidley Austin 

Sidley has handled a large number of privateequity 

deals this year. The firm has worked 

this year with Tyson on a number of private 


real-estate deals in China and is acting with 

BorgWarner, a manufacturer of car parts, on 

M&A work in China. 

Clients praise partner Tang Zhengyu at 

Sidley Austin - who heads the firm’s M&A 

practice - for his technical excellence and for 

developing a “professional and efficient team” 

in the firm’s Shanghai office. His long experience 

of the market gives him a “unique edge 

when it comes to striking a balance between 

the rigid Chinese regulatory system and finding 

a viable solution to achieve business objectives”, 

says one client. 


Hong Kong firm Woo Kwan Lee & Lo has a 

thriving mainland practice. The firm represented 

China Pharmaceutical Group in its 

unconditional mandatory cash offer from 

Massive Giant Group for the company’s 

remaining share capital. Massive Giant is controlled 

by Legend Holdings, which also has a 

controlling shareholding in Lenovo Group 

and Digital China Holdings. This deal was 

valued at approximately $162 million. 


Howard Zhang joined Davis Polk & 

Wardwell’s new Beijing office in April 2008 

from O’Melveny & Myers. His addition 

strengthens the team’s capacity to handle deals 

in the region and, although it is not yet 

ranked, competitors are watching the firm’s 

ascent in the market closely. Show-Mao Chen 

heads up the Beijing office. 

Morgan Stanley sought the firm’s advice on 

its sale of a $5.5 billion stake to China 

Investment Corporation, the state-owned foreign-exchange 

investment company, in 

December 2007. The deal comprised the sale 

of equity units convertible into common 

shares in Morgan Stanley. The firm also 

advised Chinese Nasdaq-listed company 

Linktone in its sale of a 57% controlling 

interest to PT Media Nusantara Citra, an 

Indonesian media group. 

Weil Gotshal & Manges receives positive 

feedback from clients. Says one: “One of its 

strengths is it brings western sensibility to 

problem evaluation, something most Chinese 

local firms lack.” The firm’s clients include 

GE, Advent International and Lenovo Group. 

Singaporean firm WongPartnership has 

been in China since 1994 carrying out crossborder 

corporate and M&A transactions on 

behalf its clients. 

The firm represented Raffles Education 

Corporation in its $291 million acquisition of 

the Oriental University City development in 

Langfang. One client found partners at the 

firm to be “experienced, service-oriented and 

very responsive”. Partner Joseph He co-heads 

the firm’s China practice, which opened in 

2004. 

Garrigues is mainly active in China advising 

Spanish companies, including its advice to 

Chemo, a Spanish pharmaceuticals group, in 

its acquisition of equity stakes in two Chinese 

pharmaceuticals companies. 

Project finance – foreign firms 


Tier 1 

Allen & Overy 


Linklaters 

Tier 2 


Herbert Smith 



Tier 3 


Gide Loyrette Nouel 

Jones Day 

Lovells 

White & Case 

While the credit crunch leaving international 

banks tightening their belts, cash-rich domestic 

banks have been lending with increasing 

generosity on project finance deals. One local 

lawyer describes the situation as a “spending 

spree” by local institutions. 

An example is the expansion of the Fujian 

Refining & Petrochemical Company, a joint 

venture between subsidiaries of Sinopec, the 

Fujian provincial government, the Saudi oil 

company Aramco and ExxonMobil. 

“Outsiders were a minority,” says a project 

finance lawyer. “The deal was taken on by all 

the domestic banks.” 

Projects involving clean-development 

mechanisms (CDMs) continue to be strong, 

particularly those that generate carbon credits, 

which can be sold on to repay debts. 

The trend applies not only to the financing 

but to the legal counsel: many projects are 

given to local firms over international ones. 

“Run-of-the-mill water projects have become 

a domestic affair and there is no role for the 

international foreign firms,” says one lawyer 

in the market, adding that competitive pricing 

by international law firms will become a market 

necessity as domestic firms grow in sophistication. 

“So we have to ask: what role is out there 

for international law firms in project finance?” 

2009 EDITION

Project finance – foreign firms | China 

247 

ponders a lawyer at a non-Chinese firm. “The 

capability of onshore lawyers and banks’ ability 

to execute deals are so high right now that 

deals are few and far between.” 

Allen & Overy 

Solidly retaining its first-tier position for 

another year is Allen & Overy. The firm has 

had a great year advising on investments relating 

to infrastructure funds and outbound 

financings by Chinese banks. 

Clients praise in particular the consistency 

of the A&O team. “It is my absolute law firm 

of choice,” says one project finance client. 

Another adds that A&O is “one of the few 

firms in Asia with sufficient level of resource 

to take on a lender in a multi-source financing 

project,” adding: “They’re very important to 

us.” 

Partner Simon Black and his associates 

advised CNOOC and Shell Petrochemicals 

Company’s joint venture, CSPC, on the refinancing 

of the Nanhai Project, China’s largest 

foreign-invested petrochemicals plant. 

Financing for this was provided by a consortium 

of Chinese banks. Almost every lawyer 

in the market mentions Black as one of the 

leading practitioners for project finance in 

China. 

The firm is also advising Kuwait 

Petroleum International on two petrochemical 

refinery projects, in Guangdong and 

Fujian respectively. 

Widely-respected lawyer Thomas Brown 

and his associates advised the lender in the 

financing of a facility in Zhuhai to manufacture 

iron pellets. “Tom is a good negotiator 

and good at finding innovative solutions,” 

says one client. ` 


Simon Black 

Thomas Brown 


In addition to a thriving Chinese banking 

practice, Clifford Chance also has a solid project 

finance team in the region, boosted in 

October 2007 with the addition of partner 

Bruce Schulberg from Jones Day. The firm 

has been involved in a number of innovative 

clean-energy projects this year. 

Singapore-based Ting Ting Tan headed 

deals with Hong Kong Electric International 

on investments in various Chinese wind farm 

projects, and Mitsubishi Corporation on 

financing the development of several CDM 

projects around China. 

Other clients include the Trading 

Emissions, which retained the firm to advise 

on the due diligence and emission reduction 

purchase agreements relating to more than 12 

power projects in China including hydropower, 

natural-gas and waste heat recovery facilities. 


Stephen Harder 

Huw Jenkins 

Linklaters 

John Maxwell at Linklaters is a leading partner 

in China’s project finance market. 

Significant deals include acting for China 

Development Bank on the $467 million nonrecourse 

financing for delivery of the first liquefied 

natural gas (LNG) vessels to have been 

built in China by Hudong-Zhonghua 

Shipbuilding Group. 

The firm has a number of continuing project 

finance deals including representing 

OCBC in relation to the restructuring of the 

$700 million Hefei power project in the 

Anhui province. Another standout deal is the 

Sasol coal-to-liquids (CTL) project, whereby 

the firm acted for Sasol Synfuels International 

regarding the development and limitedrecourse 

financing of two $5 billion CTL projects 

in China. 


John Maxwell 


Baker & McKenzie has this year advised a 

number of state-owned and private energy 

corporations on projects in China. The firm’s 

highlight deal was representing the China 

State Grid Corporation as one of the shareholders 

of the consortium that won the government-granted 

concession to operate and 

maintain Philippines’ electricity grid for a 

term of 25 years. 

In another power deal, Baker & McKenzie 

acted for AEI Services in acquiring six co-generation 

power plants in the Jiangsu province 

and Luoyang. The firm’s team was led by partners 

David Smith and Tracy Wut. 

Herbert Smith 

Project finance at Herbert Smith is handled by 

the firm’s sizeable energy and infrastructure 

group. Clients include CNOOC, Huaneng 

and Shenhua Energy. China Development 

Bank retained the firm to advise on the project 

financing of a $1.34 billion iron ore mining 

project in western Australia. The firm also 

represented Guangdong Dapeng LNG 

Company on negotiating a master agreement 

for spot LNG sales. 

In a deal which required the firm to take 

into account China’s recent banking reforms, 

Herbert Smith advised BP on the $2 billion 

refinancing of the Secco petrochemicals project, 

a joint venture with Sinopec and 

Shanghai Petrochemical Company. 


In one of the year’s most remarkable project 

finance deals, Latham & Watkins acted for 

Fujian Refining & Petrochemical Company 

in relation to the financing of a five-year refining 

and petrochemicals project in Fujian. The 

developer - a joint venture between Sinopec, 

Fujian’s provincial government, Saudi Aramco 

and ExxonMobil - completed the largest and 

most complex project financing to be completed 

entirely under Chinese law. The development 

is also the first Chinese integrated 

refining and petrochemicals project to involve 

foreign participation. 

Another notable transaction saw Standard 

Chartered Bank instruct the firm to act on its 

financing of a 110MW expansion of the 

Wayang Windu geothermal power project as 

well as the $298 million refinancing of the 

existing 110MW unit. 


Andrew Ruff at Shearman & Sterling is recognised 

as one of the leading lawyers in the 

region. Says one client of Ruff: “He is very 

smart and clearly understands the implications 

of different issues relating to contract 

laws.” Another adds: “He’s very good at 

understanding our Chinese shareholders and 

developing good contract structures that work 

for everyone.” 

Shearman represented Sinopec Finance 

Company, along with 11 Chinese banks, as 

lenders on the $5 billion expansion of the 

Fujian petrochemicals refinery. The novel project 

- the first in the sector to include foreign 

investment - required a financing structure 

and security package that was able to meet 

stringent legal requirements, was acceptable to 

all three sponsors and was deliverable to an 

aggressive deadline. 

Shearman also represented BASF-YPC 

Company (a joint venture between BASF and 

Sinopec) on its $1.5 billion dollar refinancing 

of an integrated petrochemicals project in 

Nanjing. The refinancing utilised credit from 

ICBC, Agricultural Bank of China, Bank of 

Communications and China Construction 

Bank. 


Andrew Ruff 


248 

China | Capital markets – local firms 

White & Case 

White & Case had a good year owing particularly 

to its long-standing relationship with 

the China Development Bank. The key projects 

partners at the firm’s Beijing office are 

Steve Payne and Xiaoming Li. 

Offshore work for China Development 

Bank includes advice relating to a $1.5 billion 

note-purchase facility to Ethiopian 

Telecommunication Corporation. The financing 

will allow ZTE Corporation to upgrade 

Ethiopia’s fixed-line and mobile telecoms networks. 

White & Case is also advising Sabic in 

connection with a joint venture with Sinopec 

to develop an ethylene derivatives complex in 

Tianjin. The firm assisted its client in establishing 

a cost-sharing agreement with Sinopec 

and a memorandum of understanding 

between the companies was signed in January 

2008. The total investment will be $1.7 billion, 

and the project is scheduled to be completed 

by September 2009. 

In relation to the $5 billion expansion of 

the Fujian petrochemicals refinery, White & 

Case is advising Saudi Aramco as project 

sponsor. 


Spanish firm Garrigues has been busy servicing 

Spanish clients investing into China. For 

example, the firm advised Fersa Energías 

Renovables, a Spanish renewable-energy company, 

in relation to an $80 million wind farm 

investment in Shandong. 

Capital markets – local firms 


Tier 1 

Commerce & Finance Law Offices 

Haiwen & Partners 

Jingtian & Gongcheng 

Jun He Law Offices 

King & Wood 

Tier 2 

Fangda Partners 

Llinks Law Offices 

Zhong Lun Law Firm 

Tier 3 

Boss & Young 

Global Law Offices 

Grandall Legal Group 

Jin Mao Law Firm 


Commerce & Finance Law 

Offices 

Commerce & Finance Law Office is 

renowned for being a “very strong IPO market 

player” according to one commentator. 

Partner Liu Gang is one of the most prominent 

names at the firm, and is noted particularly 

for his securities work. 

The firm has long-standing relationships 

with a number of international banks and its 

work flow remained has relatively unaffected 

by the global credit crunch. While the calibre 

of work among local firms often poses a challenge 

for clients, Commerce & Finance’s competitors 

laud the firm’s consistency. 

In one highlight deal, Commerce & 

Finance represented the underwriters in Giant 

Interactive Group’s $1.02 billion IPO and 

listing on the NYSE. Giant Interactive Group 

was the first Chinese online-games company 

to list on the exchange, and its flotation was 

the exchange’s largest IPO by a Chinese company 

in terms of proceeds. 

Junior partner Zhang Xiao Man is widely 

viewed as an up-and-coming lawyer in the 

domestic capital markets. 


Han Xiaojing 

Liu Gang 


Steady growth and recognition by rivals as a 

tier-one firm is the running trend for Haiwen 

& Partners this year. Partner He Fei is spoken 

very highly of by his peers. 

In one of the largest deals in the region’s 

equity market last year, the firm represented 

the underwriters of Alibaba.com’s IPO, which 

raised $1.5 billion. Haiwen also acted for the 

issuers in Soho China’s $1.6 billion listing. 

Also on the firm’s equity deal list is its representation 

of the underwriters in the IPOs of 

the Kingsoft Corporation, ChinaEDU and 

ReneSola. Partner He Fei comes highly recommend 

in this practice area by peers, in 

addition to Jiang Weibo and Zhou Weiping. 


He Fei 

Jiang Weibo 

Zhou Weiping 


Jingtian & Gongcheng’s capital markets practice 

is experiencing steady expansion. The 

firm has acted on a lot of cross-border work 

including for the issuer in the Country 

Garden Holdings’ HKSE listing, which raised 

$1.3 billion and was followed by a $500 million 

offering of convertible bonds. 

In China, the firm advised the underwriters, 

including Citic Securities and China 

International Capital Corporation, in 

PetroChina’s $8.9 billion A-share listing. In 

another notable deal the firm acted for the 

issuer’s counsel in the A-share listing of China 

Shipping Container Lines Company. 

The firm also acted as advisers to the 

underwriters on China Railway Construction 

Corporation’s H-share offering, which started 

trading on the HKSE in March. The dual 

offerings of CRCC make it the largest IPO of 

2008 to date, raising a combined total of 

more than $5.4 billion. 

Partner Zhang Hong Jiu is particularly 

experienced in advising on capital markets 

issues. His areas of practice include international 

financial, securities and investment law. 


Zhang Hong Jiu 


Jun He Law Offices is considered one of the 

top capital markets law firms in the country. 

“Our experience with Jun He is that they are 

consistently very good,” says one multinational 

client. Another adds: “These guys really 

know what they’re doing.” 

Partner Xiao Wei’s main expertise lies in 

foreign investments and securities. He is consistently 

named by his rivals as one of the 

most experienced and respected lawyers in the 

local firms. Clients refer to him as “really 

knowledgeable” and “absolutely outstanding”. 

On the flipside, clients and lawyers commented 

this year that Wei was not as close as they 

would have liked to some key deals they were 

working on. 

Belle International Holdings retained the 

firm as Chinese counsel in its reorganisation 

and $1.1 billion listing on the HKSE, the 

largest-ever for a mainland retail company. 

David Liu also represented arrangers Credit 

Suisse on the $897 million debt-and-equity 

financing of the Evergrande Group. 

The firm was also retained by Morgan 

Stanley as China legal adviser for the HKSE 

listing of Anta Sports Products, a shoe manufacturer. 


David Liu 

Ma Hong Li 

Xiao Wei 

King & Wood 

As one of the largest and highest-quality firms 

in the country, King & Wood maintain its 

first-tier position across all practice areas. Size 

is one the firm’s advantages: it has enough 

2009 EDITION

Banking and project finance – local firms | China 

249 

manpower to provide sufficient coverage on 

China’s biggest deals. In standout case, the 

firm represented China Pacific Insurance on 

its IPO on the Shanghai Stock Exchange in 

December 2007, although the company abandoned 

its follow-on H-share listing due to 

adverse market conditions. 

King & Wood also acted as issuer’s counsel 

for China Shenhua Energy Company, a listed 

coal company, in its Rmb66.6 billion ($9.71 

billion) A-share issuance and listing. Another 

significant deal was its role as Chinese counsel 

for the issuer in the dual IPO of Angang Steel 

Company, the first Chinese company to issue 

A-shares and H-shares simultaneously. 

Continuing on the firm’s authority on the 

equity front, it also represented on the IPOs 

of the Bank of Beijing, Guangdong China 

Sunshine Media and China-Agri Industries 

Holdings. 


Wang Junfeng 

Yang Xiaolei 


Though the firm is more regarded for its 

M&A work, Fangda has a solid capital markets 

offering and this year acted as Chinese 

counsel for Alibaba.com’s $1.7 billion IPO 

and listing on the HKSE. The deal was a 

breakthrough, not only in size and complexity, 

but also as the market hailed its significance 

for the maturation of China’s equity 

capital markets. 

To add to the firm’s listings portfolio, the 

firm acted as the underwriter’s counsel in the 

$1.3 billion Hong Kong IPO of the Fosun 

Group, the largest private conglomerate in 

China. In addition, the firm advised Cosco in 

an offering of $2.2 billion A-shares in 2007, 

making it the first large-cap H-share company 

to return to the A-share market. 

In Yingli Green Energy Holding 

Company’s $319 million IPO on the NYSE 

in 2007, Fangda again acted as underwriter’s 

counsel. 

Peers give mixed reviews of the firm. 

“Their partners are very passionate and spend 

a lot of time on each client,” says a partner at 

a leading international competitor. “We think 

very highly of their quality.” 

Partner Jonathan Zhou is the leading capital 

markets lawyer at the firm, while Jeffrey 

Ding and Doris Tang also gain frequent 

praise. 


Jonathan Zhou 


Recent highlights for this largely banking and 

finance-focused firm include acting as 

Chinese counsel to China Molybdenum in 

relation to it IPO and listing on the HKSE, 

raising HK$7.1 billion ($910 million), before 

the exercise of its over-allotment option. The 

listing was extremely popular, attracting an 

oversubscription factor of more than 400. 

The firm has also acted on a number of 

innovative debt-related deals, including the 

establishment of an automated bond system 

for Shanghai Pudong Road & Bridge 

Construction Co. 


Zhong Lun had a record year, acting on more 

than 10 domestic and offshore listings on 

exchanges in Hong Kong, New York, Tokyo 

and London’s Aim board. Among them was a 

role as local counsel in Soho China’s IPO and 

$1.9 billion listing on the HKSE. 

In another highlight deal the firm acted as 

Chinese counsel to the underwriters of the 

IPO and listing of Visa on the NYSE. In this 

deal, the firm advised on issues regarding the 

issuance of class-A common stock to Chinese 

investors and other issues such as the establishment 

of an employee stock ownership 

plan. 

The firm also acted for Huiyuan Juice 

Group in its IPO and $307 million listing on 

the HKSE. 


Liu Borong 

Zhang Xuebing 


Zhang Xin joined Global Law Offices as a 

partner at the beginning of this year from 

Linklaters, where he practised in banking, 

finance and M&A. His presence will further 

strengthen the firm’s banking and finance 

practice. 

Global’s success on the equity front 

includes deals such as its role in the IPO on 

NYSE of Long-top Financial Technologies 

and the IPO of Guiyang Commercial Bank, 

which listed A-shares in China. 

The firm also acted as local counsel in 

respect of Tongjitang Chinese Medicines 

Company’s IPO and listing on the NYSE and 

as counsel to Credit Suisse and Merrill Lynch 

on the Nasdaq listing of VisionChina Media. 

Global Law Offices has also recently acted 

for domestic and international banks in relation 

to a number of renminbi-denominated 

debt issuance programmes. 


Other firms to look out for include Shu Jin 

Law Firm, which is headquartered in 

Shenzhen and has completed a number IPO 

listings in China and abroad. In a local deal, 

the firm acted for Shenzhen Topway Video 

Communication on its IPO and listing in 

May 2008. 

Concord & Partners, whose equity team is 

led by partner Dorothy Xing, is acting as legal 

counsel to Huaxia Bank in relation to its $1.7 

billion directional additional issuance project. 

Guantao Law Firm advised Jinduichen 

Molybdenum on its IPO and listing on the 

Shanghai Stock Exchange. The related refinancing 

cost for the company amounted to 

approximately $1.3 billion. 

Banking and project finance – 

local firms 


Tier 1 


King & Wood 


Tier 2 





Tier 3 

AllBright Law Offices 

Boss & Young 



Summit Law Office 


Jun He engaged in numerous significant 

Chinese deals and this year remains a top-tier 

firm in the rankings. 

The firm was enlisted as lead counsel in 

the $1.5 billion refinancing of the BASF-YPC 

petrochemicals project, a joint venture 

between BASF and Sinopec. The deal is one 

of the largest renminbi-denominated take-out 

refinancings in China. Lead arrangers ICBC 

and Agricultural Bank of China, together 

with Bank of China, Bank of 

Communications Company and China 

Construction Bank Corporation, funded the 

refinancing comprising dollar- and renminbidenominated 

debt tranches. 

Partner David Liu is held in high regard 

among his peers. “He’s very knowledgeable 

and knows his stuff”, says one peer. 


250 

China | Mergers and acquisitions – local firms 


David Liu 

King & Wood 

Due to its strength in the banking sector, 

King and Wood remains solidly at top of the 

rankings. The firm was Chinese legal counsel 

to an investment consortium of hedge funds 

and investment banks in their $690 million 

non-recourse debt-and-equity investment in 

an infrastructure development project which 

closed late in 2007. 

In an indirect investment infrastructure 

deal, the firm acted for China Ping An Trust 

& Investment Company in its funding of the 

Shanxi highway project, via equity authorised 

by the China Insurance Regulatory 

Commission. This was the first time a domestic 

insurance fund had made an indirect equity 

investment into infrastructure. 


Jack Wang 

Wang Ling 


Llinks continues to impress as a leader in the 

area of banking and finance. Standard 

Chartered Bank’s Chinese arm, along with 

three other banks, instructed the firm to 

advise on a $124 million syndicated loan to 

finance the development of a property in 

Shanghai’s Bund district by a subsidiary of the 

Greentown Group. 

Charles Qin is one of the firm’s founding 

partners and has expertise in a broad range of 

practice areas. Qin and colleague Michael Mei 

advised on a $422 million syndicated loan to 

China Shipping Development to build four 

cargo containers. Eight banks are providing 

the funding, including ICBC and Bank of 

China. 


Charles Qin 


Though relatively young compared to its 

peers, Fangda Partners is well-regarded for its 

banking practice, which supplements its 

strength in M&A and capital markets. The 

firm’s proactive approach has garnered it considerable 

success with its “client-oriented” 

objective leaving clients and international law 

firms pleased with results. 


Jonathan Zhou 



A rival lawyer described partners He Fei and 

Zhou Wei Ping as “quality workers”. 

The firm played a substantial role in one of 

the year’s most complex project finance transactions, 

acting as Chinese legal counsel to the 

sponsors of the $4.4 billion limited-recourse 

financing for the development of the Fujian 

petrochemicals refinery, the largest-ever project 

of its type in China. The total investment 

in this universally-lauded deal was around $5 

billion and the project is expected to be completed 

in 2009. 


Ma Chen 


Partner Zhang Hong Jiu “has been in this area 

for many years”, says one peer testifying to 

Zhang’s expertise. 

Jingtian & Gongcheng’s significant work 

includes acting as counsel to the borrower in 

the $3.3 billion refinancing of CNOOC and 

Shell’s Nanhai petrochemicals joint venture. 

In another weighty energy deal, the firm represented 

the syndicated banks - which included 

ICBC and Bank of China - in relation to 

the financing of the $5.9 billion Fujian 

Ningde nuclear power plant project. 


Zhang Hong Jiu 


Zhong Lun’s real-estate practice is recognised 

by both domestic and international law firms. 

Citigroup enlisted the firm to advise on a 

$200 million financing, by way of a cross-border 

syndicated loan, to finance a real-estate 

acquisition by Goldman Sachs’s subsidiaries in 

Shanghai. The firm also advised the Bank of 

Tokyo-Mitsubishi UFJ on setting up a wholly-owned 

branch in China. 

The firm also advised on the creation of 

CCB Financial Leasing Corporation - a jointventure 

financial-leasing company between 

China Construction Bank and Bank of 

America - the first Sino-US venture of its kind 

in China. 

Boss & Young 

Boss & Young upholds its commendable position 

in the rankings this year. The firm served 

as external counsel in the setup of a whollyowned 

bank in China by the Bank of Tokyo- 

Mitsubishi UFJ. In a project financing deal 

the firm was involved in the asset-backed 

funding of a heavy-oil processing plant, port 

and petroleum storage plant by local banks 

and investors. 


Global Law Offices’ partner Lawrence Lim 

has acted on various transactions for Deutsche 

Bank, such as its $250 million term loan facility 

to Big Profit Investments, and a further 

facility for the same amount extended to 

Coalmine Aluminum (Sanmenxia) Co. In 

another deal as Deutsche Bank’s Chinese 

counsel, the firm advised its client in relation 

to a $73.2 million loan facility extended to 

Huihai New Energy Investment Company as 

part of a funding package to expand its investment 

into a coal mine in Shanxi. 


Guantao Law Firm recently acted for China 

Development Bank in relation to a $1.5 billion 

syndicated loan to Petrobras, a Brazilian 

oil producer, to finance the building of 

drilling platforms. Meanwhile Dorothy Xing, 

a partner at Concord & Partners, led a team 

representing Yantai Commercial Bank in 

negotiations with potential strategic investors. 

Mergers and acquisitions – 

local firms 


Tier 1 

Commerce & Finance Law Offices 




King & Wood 

Tier 2 



Tier 3 

AllBright Law Offices 

Boss & Young 




Jin Mao Law Firm 

Commerce & Finance Law 

Offices 

Commerce & Finance Law Offices maintains 

its first-tier position in M&A for another consecutive 

year, reflecting the firm’s reputation 

in all corporate matters. The law firm prides 

itself in having experienced partners such as 

2009 EDITION

Mergers and acquisitions – local firms | China 

251 

Liu Gang. “I’ve heard many good things 

about him,” says an in-house lawyer who 

works in the Chinese market frequently. 

The firm recently acted as counsel for 

Harbin Power Plant Corporation in its acquisition 

of Acheng Relay Company. In addition, 

it represented target holdings companies 

Jinzhou Petrochemical, Liaohe Jinma Oilfield, 

and Jilin Chemical Industrial in their takeover 

by PetroChina Company. 


The young and vibrant lawyers who comprise 

Fangda Partners have consistently punched 

above their weight and been rewarded with a 

large share of China’s M&A market. “Pound 

for pound they are the best,” remarks a lawyer 

reflecting on the firm’s quality and strength in 

this practice area. 

The firm acted for the financial adviser of 

China Cosco Holdings Company in relation 

to its $5 billion acquisition of the bulk cargo 

business from the Cosco Group and its subsidiaries. 

Fangda also advised The Carlyle 

Group in relation to its investment in China 

Pacific Insurance. 

Peers rate Jonathan Zhou in particular - 

says one: “Zhou doesn’t get the recognition he 

deserves”. The firm added two partners, 

Richard Guo and Fei Qiao, to the Beijing 

office last year. 


Jonathan Zhou 


Peers and clients consistently rate Ma Chen of 

Haiwen & Partners as a good corporate lawyer 

with excellent negotiation skills. One client of 

the firm adds that He Fei is a “very cautious 

Chinese lawyer”, commenting on He’s ability 

to provide a sound opinion on regulators’ 

views regarding pending deals. 

The firm advised on the completion of 

Huaneng Power International’s $3.3 billion 

acquisition of SinoSing Power from Huaneng 

Group. The transaction involved both cash 

and debt and, Haiwen & Partners was 

involved in extensive negotiations between 

the parent companies and their subsidiaries. 


He Fei 

Ma Chen 


Xiao Wei at Jun He Law Offices is considered 

one of the go-to lawyers in China for M&A 

transactions and is highly regarded by his 

competitors and clients. 

Jun He, which added 12 new associates 

last year, was retained by Alstom China to 

advise on its acquisition of 51% of shares of 

Wuhan Boiler Company - a deal valued at 

$48 million. In another cross-border deal, the 

firm acted for the C-Bons skincare group in 

its $226 million acquisition by German competitor 

Beiersdorf. 

Jun He also acted as Chinese legal counsel 

in the acquisition of 29% shares of plasticbottle 

manufacturer Zhuhai Zhongfu 

Enterprise Co, by a private-equity fund controlled 

by CVC Capital Partners. CVC also 

sought the firm’s counsel in relation to its 

investment in Hong Kong-headquartered 

Hung Hing Printing Group. 


Li Maochang 

Ma Hong Li 

Xiao Wei 

King & Wood 

King & Wood is one of the largest domestic 

law firms in China, resulting in the firm’s 

enlistment on a number of sizeable deals. In 

one instance, the firm acted as local Chinese 

counsel for China Oilfield Services in its $2.5 

billion recommended tender offer for Awilco 

Offshore, a Norwegian energy company. If 

the deal is completed, the merger will create 

one of the word’s largest fleets of oil rigs. 


Xu Ping 


Besides being well-respected for its banking 

practice, Llinks Law Offices also has a solid 

M&A practice and this year the firm has been 

involved in some of the market’s biggest transactions, 

particularly in the transport sector. 

For example, the firm represented the 

Shanghai Automotive Industry Corporation 

(SAIC) in its $1.5 billion acquisition of 

Nanjing Automobile Corporation. Other 

highlight transactions include acting for Zim 

Israel Integrated Shipping Services in its jointventure 

investment in China Railway United 

International Container Transport. The deal, 

with a total value of $1.6 billion, is the largest 

foreign-invested joint venture in China’s rail 

container industry, and involves seven parties 

from five countries. 

Finally, Llinks acted as local counsel to 

SEB Internationale in relation to its strategic 

investment in Zhejiang Supor Co - the first 

overseas strategic investment in a Chinese listed 

company under the country’s new takeover 

regime, which was introduced in July 2006. 


Bolstering the Zhong Lun team this year is 

Simon Cheng, who joined the firm as a consultant 

from the International Finance 

Corporation. 

Beijing Rongda Investment mandated the 

firm on its acquisition of BlueStar 

Petrochemical Science & Technology. Among 

its deals in the venture capital sector, Zhong 

Lun provided Chinese legal advice to the 

Carlyle Group and Onyx Group on their $5.6 

billion acquisition of the Alison transmission 

division of General Motors. 

In another motor-related deal, the firm 

represented Suzuki Motor Corporation in 

connection with its acquisition of Changzhou 

Haojue Suzuki Motorcycle, a subsidiary of 

Dachangjiang Group. 


Global Law Offices has had a good year, 

which is set to continue as it has a long list of 

deals pending completion. In one noteworthy 

transaction, the firm is representing a statecontrolled 

holding company listed on the 

HKSE in its acquisition of a controlling stake 

in a state-owned group, also listed in Hong 

Kong. The deal is expected to be completed in 

early 2009 and will be the first of its kind to 

date. 

Deals completed in 2008 include the firm’s 

representation of Tongjitang China Medicines 

Corporation in its acquisition of two traditional 

Chinese medicine manufacturers. 

Partner Hui Wang also led the firm’s representation 

on China Building Materials Group’s 

acquisition of several Chinese construction 

firms. In addition, partner Jinrong Liu 

advised New Horizon Fund on several 

Chinese and overseas energy and heavy-industry 

investments. 


Deng Hai Ping at Jingtian & Gongcheng was 

promoted to the firm’s partnership this year. 

Gome Group retained the firm to act on its 

purchase of Dazhong Electronics for $400 

million. Acting as Chinese counsel, the firm 

also advised Anhui Conch Cement Company 

from Anhui Conch Holding Company and 

Anhui Conch Venture Investment Company 

for a total of $601 million. 


Hubert Tse is the head partner of Yuan Tai 

PRC Attorneys. Industrial Fund 

Management Company instructed the firm to 

advise on the $29.3 million sale of a 49% 

stake in the company to Aegon International 

- Industrial Securities will hold the remaining 


252 

China | Mergers and acquisitions – local firms 

51% of the company. The firm also advised 

on the formation of several joint ventures in 

China. Partner Li Qian of Shu Jin Law Firm 

acted for Oiltanking, an oil, chemicals and gas 

storage company, in its $10 million acquisition 

of a joint venture company. Another 

German client, Hartmetall und 

Werkzeugsysteme Wilke, has also sought the 

firm’s counsel in relation to the purchase of a 

Chinese manufacturing company. Concord & 

Partners was formerly known as the Beijing 

Foreign Economic Law Office. The firm 

advised the State Development and 

Investment Corporation in relation to the 

transfer of its $14.6 million stake in Industrial 

Securities to Aegon. In a similar deal Guantao 

Law Firm represented Tianjin Building 

Material Group Corporation and its subsidiaries 

in the transfer of shares in Tianjin 

Tian Bao Infrastructure Company to Tianjin 

T&B Holding Company. The firm also 

advised China Petroleum & Chemical 

Corporation and a subsidiary (Yangzi 

Petrochemical) in the acquisition of oil-refining 

enterprises and management to 63 gas stations 

from China Petrochemical Corporation, 

with a total value of Rmb3.66 billion ($534 

million). 


2009 EDITION

New finance and investment laws - IFLR1000

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