Linklaters in China

Our banking team advises on many complex financing transactions in China spanning leveraged, acquisition and structured financing. Our team also has expertise in bilateral and syndicated lending facilities, real estate finance and debt restructuring.

Our track record includes advising:

• China Merchants Bank (CMB) and Shanghai Pudong Development Bank (SPDB) on the US$1.8bn leveraged financing to fund the privatisation of 51job Inc.
• SPDB, Ping An Bank, CMB and Industrial Bank on the US$3.5bn leveraged financing to fund the privatisation of 58.com by a consortium of Warburg Pincus, General Atlantic, Ocean Link and the Chairman and CEO of 58.com.
• Ping An Bank and SPDB on the US$1.1bn leveraged financing to fund the privatisation of China Biologic by a consortium led by Centurium Capital.

Our capital markets team advises on a wide range of debt and equity capital markets products including convertible and exchangeable bonds, medium-term note programmes, regulatory capital, straight debt issues, liability management transactions and IPOs. Our team has played a significant role in the development of the capital markets in China and other jurisdictions in Asia.

We assist banks, securities houses, multinational corporations and government entities on all legal, regulatory and documentation issues relating to derivatives on a wide spectrum of underlying assets including interest rate, currency, equity, index, fund, bond, credit and commodity.

Our track record includes advising:

• The Ministry of Finance of the People’s Republic of China (MOF) on its €4bn sovereign bond offering. This is the third issuance since the sale of euro-denominated sovereign bonds was resumed in 2019. The issuance has attracted an order book of 4.3 times the issue size from international investors. This deal is recognised as the “Outstanding Deals – Best Bond deal: Sovereign” by The Asset Triple A Sustainable Capital Markets Regional Awards 2021. We have been the international legal advisor to MOF since 2009, providing legal services on all its sovereign bond offerings targeting international investors.
• Bank of China, London Branch on its offering of US$300m 3-year sustainability re-linked notes. This is the world’s first sustainability re-linked notes whereby investors are able to gain exposure to sustainability linked loans market through the investment in the notes. The deal is recognised as “Deal of the Year – Debt and equity-linked” by IFLR Asia-Pacific Awards 2022 and “Deals of the Year – Best Sustainability Re-linked Bond: Financial institutions” by The Asset Triple A Sustainable Capital Markets Regional Awards 2021.
• On China Connect Schemes – helping design, draft documentation for, and advise on regulatory and legal issues affecting the launch of each of Shanghai/Shenzhen-Hong Kong Stock Connect, Bond Connect and Greater Bay Area Wealth Management Connect. It is one of the leading innovative investment channels that connect the securities markets of the Chinese mainland and the world.

Our Antitrust & Foreign Investment Group offers a sophisticated approach combining international experience with local presence and expertise to deliver commercial, expert advice to clients on merger control and enforcement in China and other competition jurisdictions in the region.

Our track record includes advising:

• Intel on implementing multiple reform strategies on the Chinese merger control for the US$5.4bn acquisition of Tower Semiconductors.
• Microsoft on the Chinese merger filing for its US$70bn acquisition of Activision Blizzard. At the time, it was the largest ever all-cash acquisition in history.
• TRUE on its US$8.3bn merger with mobile operator DTAC.
• CP Group on its US$10.6bn acquisition of Tesco’s businesses in Thailand and Malaysia – the biggest corporate acquisition in Thailand’s history and the largest M&A in Asia in 2020.

Our China corporate practice has a sophisticated and sizeable M&A legal advisory team that has advised numerous multinational and Chinese companies, financial institutions and financial sponsors on their domestic and international transactions.

With our global network, including our Shanghai Free Trade Zone joint operation with Zhao Sheng Law Firm, we provide seamless international and Chinese legal advice. Our corporate practice is supported by our banking and finance, energy and infrastructure, employment and incentives, competition/antitrust and regulatory experts, ensuring comprehensive advice on all aspects of a transaction.

Our track record includes advising:

• Jardine Matheson on its sale of Zung Fu China, its Mercedes-Benz auto dealership business in Mainland China, to Zhongsheng Group Holdings.
• Morgan Stanley on its acquisition of 39% equity interests and further capital increase, in Morgan Stanley (China) Securities Company, its securities business platform in China.
• Glencore on its US$100m strategic investment in Shenzhen Energy Gas Investment Holding Co., Ltd. and the long term supply arrangement between Glencore and SEGH with respect to the LNG supply. It is one of the first mixed-ownership reforms of local SOEs in the new energy sector.
• COSCO Shipping Ports on its strategic acquisition of a 35% minority stake in HHLA Container Terminal Tollerort, the operator of the Container Terminal Tollerort in Germany’s Port of Hamburg.
• The first batch of GDR listings on the SIX Swiss Exchange via the “China-Switzerland Stock Connect” programme, raising a total of US$1.5bn. This marks our involvement in all GDR listing projects in the market.

Our energy & infrastructure team specialises in large-scale projects across the globe including power, renewables, nuclear, oil & gas, petrochemicals, LNG, mining, ports, water & waste, telecoms, stadia, airports, roads, bridges and rail-related transactions.

Our team has extensive experience in energy and infrastructure projects, advising Chinese and international borrowers and financial institutions alike.

Our track record includes advising:

• China Development Bank (CDB), The Export-Import Bank of China (CEXIM) and other Asian and European export credit agencies on the Arctic 2 LNG project financing in Russia. This was sponsored by Novatek, China National Petroleum Corporation, China National Offshore Oil Corporation, Japan Oil, Gas and Metals National Corporation and Total.
• CDB on Lekki Deepwater Port in Nigeria sponsored by China Harbour and Tolaram. This project was awarded “Africa Infrastructure Deal of the Year” by Project Finance International 2019.
• A syndicate led by CDB on the project financing of Pattan hydropower project in Pakistan.

We have a deep understanding of the evolving legal and regulatory environment in China, with extensive experience in China-related arbitrations and disputes involving Chinese parties.

We are known for our ability to deploy large teams at short notice across multiple jurisdictions and draw on the expertise and experience of nearly 300 litigators globally to handle large, complex multi-jurisdictional cases involving top tier Chinese and international companies.

Our track record includes advising:

• Bank of East Asia on securing a significant win for striking out a US$275m dishonest assistance claim brought by the liquidators of the Hong Kong-listed China Medical Technologies.
• Office holders in parallel court proceedings, in Hong Kong SAR and Beijing, on breach of contract claims worth more than HK$1bn.
• Moody’s Investors Service (Hong Kong) on an investigation and subsequent enforcement action initiated by the Securities & Futures Commission of Hong Kong in relation to the publication of a research report, including representing Moody’s at the Hong Kong Court of Final Appeal.
• A Chinese state-owned enterprise on a complex shareholder dispute relating to China Shanshui Cement, involving multiple proceedings in mainland China, Hong Kong SAR and the Cayman Islands.
• The Hong Kong liquidators of Lehman Brothers and MF Global (formerly known as Man Financial) in the winding-up and liquidation of the Asian entities of Lehman Brothers and MF Global.