IFLR 1000
The Guide to the World's Leading Financial Law Firms

Clients say it clearly: "Haiwen & Partners acted as our Company's China counsel in different equity deals, in which our company was appointed as the sponsor and/or underwriter, and in through the work Haiwen has shown its comprehensive understanding and professional expertise of the China securities law and practices." Haiwen continues to bring a number of innovative capital markets deals to the market, working for top-flight international and domestic issuers and investment banking firms on IPOs, follow-on offerings, and debt securities.

One highlight of 2010 was Agricultural Bank of China's A+H share IPO, which listed simultaneously in Hong Kong and Shanghai last July. On its date of completion, the $22.1 billion float was the largest IPO in financial history. Haiwen represented H share underwriters CICC, Goldman Sachs, Morgan Stanley, Deutsche Bank, JPMorgan, Macquarie, and ABC international in the landmark IPO, and Partners He Fei, Liu Su and Wang Jianyong led in advising that deal. He Fei, Jiang Weibo, and Wang Jianyong also advised the underwriters for the Industrial and Commercial Bank of China's $6.8 billion A+H share offering.

Clients hold Wang's work in particular high regard: "Wang Jianyong, the lead partner in the team is a very impressive legal professional. He possesses outstanding expertise in the Chinese banking industry, and has abundant experiences of the legal practice in restructuring and listing of the Chinese banks"

Another heavy-hitting deal this past year was the Youku.com IPO and listing on the Nyse. Partners Liu Su and Glenn Su advised as Chinese counsel to the underwriters, while Simpson Thacher & Bartlett advised as international counsel. The $203 million deal made news as a bellwether for future Chinese technology and social networking companies looking to list in the US. On the debt side, The Haiwen team also advised BOC International in Hopewell Highway Infrastructure's Rmb1.38 billion ($213 million) corporate bond offering-the ever first offshore Rmb bonds offered in Hong Kong.

In addition to praise for individual lawyers, clients also praise the Haiwen Capital Markets team overall. "Haiwen keeps good relationship with us," says one, "as well as the issuers and the domestic or international institutions involved in the deals on which we together worked. Haiwen always provides timely and clear responses to our questions."

Jun He is a heavyweight among Chinese capital markets firms, as evidenced by its impressive deal list including listings on the Hong Kong, Singapore, New York and Nasdaq stock exchanges. "Jun He has to be included in any list of top mainland capital markets firms," says a partner at a rival practice.

The Hutchison Port Holdings Trust's IPO and listing on the Singapore Stock Exchange shows the capital markets teams' ability to advise on landmark, complex IPOs. Upon its closing date in March 2011, the deal was the largest ever IPO in Singapore's history. Jun He acted as Chinese counsel to 12 underwriters, who were led by DBS, Deutsche Bank and Goldman Sachs. The size and complexity of the deal, combined with Jun He's coordinated work across its Beijing, Dalian, Shanghai and Shenzhen offices, speaks to the firm's market leading-ability to advise on transactions on the largest scale.

Jun He's team acted as counsel for the underwriters in the Goodbaby International Holdings listing on the Hong Kong Stock Exchange. The deal's intricacy was unusual in that Goodbaby underwent a spin-off of its retail and manufacturing business during the IPO, making the process much more complex. The deal required dealing with multiple issues such as business orienting, pricing and spin-off appropriation in order to be successful. Goodbaby's listing raised over $114 million when the project finally went through in November 2010.

Jun He also represented the initial purchasers in the Chinese construction machinery manufacturer, Lonking Holdings (Lonking) IPO, where Lonking issued $350 million high-yield notes due in 2016. Lonking is a leading producer of wheel loaders. Credit Suisse Securities and Standard Chartered Bank were the initial purchasers of the Rule 144A/Reg S offering.

In March 2012 Mallesons Stephen Jaques merged with King & Wood to form King & Wood Mallesons, the first Sino-Australian firm. In the first phase the two firms will combine their Australian, Chinese and Hong Kong partnerships under a Swiss Verein structure. Full financial integration plans are yet to be announced.

This past year can be characterised as a year of firsts for the firm's capital markets team, which continues to march out innovative deals. "King and Wood is well established in the market," says one peer, "but they've also been involved in some of the most exciting, high-profile deals recently." One of these was the successful listing of the insurance arm of The American International Group (AIA) on the Hong Kong Stock Exchange. The 2010 deal was Hong Kong's largest IPO upon its listing date, and also could boast of being the third largest IPO worldwide and the largest IPO of an insurance company to date. Partners Stanley Cha, Wan Jian Zhao, Harry Du and Rebecca Chao acted as issuer's council.

The team also advised four underwriters on the landmark Agricultural Bank of China IPO – China International Capital Corporation, CITIC Securities, Guotai Junan Securities Company and China Galaxy Securities - in the $22.1 billion A+H share listing last July.

The firm has also acted on significant IPOs featuring Chinese energy companies listing in New York. One of these was the listing of LDK Solar on the Nyse. The $164.2 million deal was novel because LDK Solar is the world's largest solar wafers producer in terms of capacity. King & Wood acted as Chinese counsel for the underwriters, and partner Jing Gang led the team.

Another key transaction in the energy sector was the team's advising of China Mingyang Wing Power Group on its Nyse listing. The offering yielded over $350 million in shares. The Mingyang IPO was seminal in that it was China's first listing of a wind power machinery company in the US and at the time the shares were issued it was the largest IPO of a Chinese company to take place that year. Last but not least, it was also the first time that a company based on Zhongshan City, Guangdong Province, has listed outside of China.

According to a partner at a rival firm: "Zhong Lun has really built up all of their practices based on the strength of their real estate practice, and their capital markets practice is a good example of this. They are really the ones to watch in this space, and they do good work in capital markets."

The equity capital markets practice encompasses a range of advising services, including Pre-IPO restructuring, private placement, domestic and foreign IPOs, fund formation, and regulatory issues. On the debt side, Zhong Lun represents clients on corporate bond issuances, enterprise bonds, financial bonds, and short-term and mid-term notes.

Zhong Lun's capital markets team recently advised China-based issuer MIE Holdings (MIE) in its HK$1.29 billion ($166 million) Hong Kong IPO. MIE is an independent upstream oil company that specialises in the operation and development of oil and gas properties which currently operates three oil fields in China's Songliao Basin.

Commerce & Finance Law Office, A partner from a rival firm has special praise for partner Gang Liu, one of the firm's original founders. "Gang Liu is a very experienced person on the China market," he says, "he really helps to make Commerce & Finance a good strong player in capital markets." The firm is particularly strong in advising Chinese issuers and international initial purchasers on the China law aspects of US-law related offerings, including Rule 144A/Reg S and Nyse issuances. Commerce & Finance also wins many mandates on the back of its strong understanding and historic relationships with players in the Chinese real-estate sector.

Commerce & Finance's capital markets team recently advised Chinese property developer KWG Property Holding's (KWG) as issuer of a $350 million Rule 144A/Reg S offering of 12.75% senior notes. KWG is a privately-owned firm that develops residential, commercial and hotel properties in Guangzhou, Suzhou, Kunshan, Chengdu and Beijing.

In another real-estate related offering, Commerce & Finance represented initial purchasers HSBC, Morgan Stanley and Standard Chartered Bank in the Shimao Property Holdings (Shimao) $500 million Reg S offering of 9.65% high-yield notes due in 2017. Shimao is a major developer and owner of real estate projects, and specialises in developing mid-to-high end residential, retail and office properties.

The firm also recently advised leading business to consumer e-commerce company E-Commerce China Dangdang (Dangdang) in the Chinese law aspects of its $272 million Nyse IPO.

The capital markets group at Fangda Partners has worked on several major, headline deals this past year. Among these was its representation of Zoomlion Heavy Industry Science and Techonology Development, in its Hong Kong IPO. The offering, led by Jeffrey Ding, was one of the largest ever in the engineering machinery sector.

Fangda's capital markets partners also worked on a heavy-hitting US IPO in 2010. Jeffrey Ding and Luo Ke advised in the US IPO of China Ming Yand Wind Power Group. This was the largest IPO for a China-based company listing in the US that year, and the offering raised $350 million. The team also advised on headline Hong Kong IPOs, including the Hong Kong IPOs of Prada and Samsonite.

On the debt side, Ding and Jonathan Zhou led in advising China Unicom on the largest ever convertible bond issue in Asia outside of Japan which raised over $1.8 billion in proceeds.

"Grandall has an absolutely massive presence in the market and a large capacity for doing lots of deals," says a partner from a rival firm, "they really know what they're doing, especially on small to mid-sized China-based deals, and are a major player in the market here." Grandall Legal Group leads the field of Chinese firms in terms of deal volume this year.

Two key mandates this year were for China Suntien Green Energy and China Datang Corporation Renewable Power. In the China Suntien transaction, Grandall served as the brokers' China legal consultant for the company's limited initially offered shares, which listed at HK$3.2 billion. Grandall also acted as the brokers' China legal consultant for China Datang's listing in November 2010, which raised HK$4 million ($738,000) in the IPO.

Jingtian & Gongcheng has worked on a number of high-profile capital markets transactions this year including advise to the Shanshui Cement Group, a Chinese producer of clinker and cement, on its $400 million high-yield senior notes offering for 8.5% bonds due in 2016. The capital markets team also advised China-based property developer China Resources Land in its $750 million investment grade bond offering for 4.6% senior notes due in 2016.

In a recent H-share transaction, Jingtian & Gongcheng advised underwriters Morgan Stanley Asia, China International Capital Corporation, Goldman Sachs and Macquarie Group in Huaneng Renewables H-shares IPO. Huaneng Renewables is one of China's largest wind power companies, and its IPO raised $762 million on the Hong Kong Stock Exchange with Jingtian & Gongchen representing the underwriters.

Llinks continues to have a strong capital markets practice, representing issuers and underwriters in IPOs and follow-on offerings. On the debt side, the team offers advice on investment-grade, high-yield and convertible bonds. According to one peer, "Llinks has really become increasingly prominent over the years in the capital markets space. They really do top transactions that are 'firsts' or innovative in the market."

The firm also takes pride in its strong relationships with government bodies like the China Securities Regulatory Commission and the Ministry of Commerce and the firm can back up its claim to superior knowledge on government interactions, as one partner formerly sat on the CSRC Public Offering Examination Committee.

Recently, the Llinks capital markets team advised Top Spring Holdings (Top Spring) in its Hong Kong Stock Exchange IPO and Rule 144A/Reg S international offering, which raised $200 million. Top Spring plans to use the proceeds from the offering for general corporate and working capital, and to acquire new development projects in China.

Boss & Young's Capital Markets team has experience in advising Chinese and foreign public companies in advising on equity and debt offerings in Chinese stock exchanges. The partners also have experience advising in listings overseas. Partner Hubert Tse led in advising two of the foremost listed financial institutions in Asia in a planned IPO for the Shanghai International Board (SIB), which is expected to begin trading towards the end of 2011.

Chen & Co's expertise in this area is underscored by the fact that two partners have served on the China Securities Regulatory Commission in the past several years. The firm has advised on Zhejiang Semir Garmet's Rmb 46.9 billion ($7.3 billion) listing on the Shenzhen Stock Exchange, serving as sole counsel for the IPO. Chen & Co also designed a restructuring blueprint for the company.

The team also advised Shanghai Ganglian, an IT provider of steel information services and websites including Mysteel.net, in their IPO on the Growth Enterprise Board of the Shenzhen stock exchange, which raised approximately Rmb 230 million.

The firm's work, however, was not limited to Chinese listings this year. Lin Zhong also led in advising Jinosolar Holdings in its initial listing and follow-in offering on the NYSE. The IPO raised $642 million, and the company garnered an additional $126 million for the follow-on offering.

Guantao Law Firm's deal list this year shows its growing presence in major capital markets listings for Chinese companies, especially on the Shanghai and Hong Kong Stock exchanges.

Clients seem pleased with the service. "All the members in Guantao's team did a great job," one client says. "The performance of Mr Cui Li Guo and Mr Li Yan is especially impressive. The technical ability of Guantao is very good. Specifically, the lawyers involved in this project can use their enrichment knowledge and expertise to provide helpful advice and effective resolution proposals. We are impressed by their efficient and creative work. Their communication ability is also good – we think their experience enables them to understand the client's commercial needs and expectations very well, and they helped us to make informed decisions."

One key deal this year was BBMG's IPO of A shares and Merger of Hebei Taihang Cement. In this deal, BBMG merged with Taihing Cement by issuing A-shares at a ratio of 1.2:1 in exchange for all of Taihing Cement's shares. BBMG then owned and incorporated all of Taihing cement's assets and debts, and the A shares issued were listed on the Shanghai Stock Exchange. The IPO was especially complex because it not only involved reorganisation of listed company assets, but the deal also had to be compliant with Chinese capital market regulations.

On the debt side, partners Sun Dongfeng, Liu Rong, Nie Rui and Dong Jianjin advised the underwriters in the issuance of Rmb23 billion ($3.5 billion) of convertible bonds for China Petroleum and Chemical Corporation (Sinopec). The partners formed a special team with English, finance and securities capability on order to advise the underwriting syndicate led by Goldman Sachs Gao Hua Securities Company. The experience deepened the firm's expertise in advising foreign-invested securities firms as underwriters.