Chen & Co Law Firm

Gide Loyrette Nouel

Llinks Law Offices

When SEB Internationale announced it would be spending Rmb2.31 billion (US$337 million) to acquire a 52.74% stake in Chinese household electrical appliance company Zhejiang Supor, the result was going to see SEB as one of the largest suppliers of small household appliances and cookware in the world. The transaction was the first direct acquisition of a PRC-listed company by a foreign company and the first direct acquisition of a controlling interest in a mainland-listed company.

The China Securities Regulatory Commission (CSRC) granted the tender offer (the deal was the first of its kind that adopted a partial tender offer) at a price of Rmb47 per share; however, six Chinese companies opposed the merger, with claims that it would be unhealthy to the growth of the industry. The Ministry of Commerce cleared the transaction with a spokesperson explaining that such an acquisition by foreign investors is not an uncommon form of investment. The deal went ahead involving a very specific acquisition structure, using a transfer by agreement, a private placement and a tender offer.

Chen & Co Law Firm advised Zhejiang Supor; Gide Loyrette Nouel advised SEB Internationale; Llinks Law Offices advised as PRC counsel regarding securities regulations for SEB Internationale.

Capital Markets

Shandong Chenming Paper Holding Limited IPO

Winning firms

Hylands Law Firm

JiaYuan Law Firm

Li and Partners

Orrick, Herrington & Sutcliffe

Shengdong Cheming is China's largest paper producer and was using the proceeds of its IPO to expand its production capacity. Shandong Chenming, which was already listed on the mainland, manufactures a wide range of paper products which are sold in China as well as more than 30 countries throughout the world.

This was the first time that a Chinese company had A, B and H-shares outstanding. The transaction required compliance with various disclosure and regulatory requirements of the China Securities Regulatory Commission, the Shenzhen Stock Exchange and the Hong Kong Stock Exchange. The international offering of H-shares was regulated under the United States Rule 144A and Regulation S.

The three categories of shares issued were A shares denominated in Renminbi and B shares denominated in foreign currency (listed on the Shenzhen Stock Exchange) and H shares (listed on the Hong Kong Stock Exchange).

Jia Yuan Law Firm acted as sponsor and underwriters' adviser to PRC law; Li & Partners worked as the issuer's adviser to Hong Kong law; Hylands Law Firm was issuer's adviser on PRC law; Orrick, Herrington & Sutcliffe acted as sponsor and underwriters' adviser on HK law and US law.

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Project Finance

Financing for the Fujian Refining and Ethylene Project

Winning firms

Haiwen & Partners

King & Wood

Latham & Watkins

Shearman & Sterling

White & Case

This project officially began in 2002 and was the largest and most complex financing to be completed entirely under Chinese law. The main challenge of the deal was not only the sheer size, but the need to coordinate a financing structure and security package that would satisfy China's legal and regulatory requirements with considerations of three sponsors and five banks to take into account. Another challenge was ensuring the Chinese banks were able to meet international standards.

The result was a complex project financing deal coupled with a dynamic negotiating framework, due to the various parties involved and much navigating through the changeable regulatory environment in China. The success of the deal created the first fully integrated refinery and petrochemicals project involving a Sino-foreign joint venture in China and was the largest project financing to date for such a joint venture.

Haiwen & Partners acted as PRC counsel for the lenders; King & Wood acted as PRC counsel for the borrowers; Latham & Watkins represented Fujian Refining & Petrochemical Company; Shearman & Sterling acted as counsel for the lenders; White & Case advised Saudi Aramco and Saudi Aramco Sino Company.

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Banking

New City refinancing of Wai Gao Qiao Logistics Park

Winning firms

Allen & Gledhill

Allen & Overy

King & Wood

Maples and Calder

Skadden, Arps, Slate, Meagher & Flom

Troutman Sanders

Zhong Lun Law Firm

This was a complicated deal in that the transaction was financed in foreign currency drawing on legal opinion from lawyers in China, Singapore, Japan and the Cayman Islands. A US dollar-Renminbi cross currency interest rate swap was necessary to complete the deal of refinancing Shanghai's Wai Gao Qiao Bonded Logistics Park Phase II.

The US$120 million refinancing of the 2.1 million square metre facility required real estate development group New City Corp purchasing the bonded logistics and warehousing facility for US$200 million.

The refinancing was further complicated by the fact that Credit Suisse International took the place of Morgan Stanley Asset Funding as lender and included the innovation of a mortgage loan and a USD-Rmb cross currency interest rate swap agreement.

Allen & Gledhill advised New City Corporation on Singapore law; Allen & Overy advised the financer; King & Wood was local counsel to Credit Suisse International; Maples and Calder was New City's Cayman Islands counsel; Skadden, Arps, Slate, Meagher & Flom was Japan counsel to New City; Troutman Sanders advised New City on the acquisition, financing and refinancing; Zhong Lun was New City's PRC counsel in the acquisition and financings.

Private Equity / Venture Capital

KKR's investment in Tianrui Cement

Winning firms

Commerce & Finance Law Offices

Paul, Weiss, Rifkind, Wharton & Garrison

Simpson Thacher & Bartlett

Kolberg Kravis Roberts & Co (KKR), one of the world's leading buyout groups, made its first investment in China in what was a uniquely-structured financing arrangement. The total investment in Tianrui Cement was US$115 million and included arranged debt and equity financing for Tianrui Cement from the International Finance Corporation as well as US$335 million of long-term US dollar and Renminbi denominated financing from an international banking syndicate led by JP Morgan.

The loan facility was the first financial sponsor-related, Renminbi-denominated long term syndicated loan arranged by international banks in China and was a prime example of the recent trend to onshore structures for private equity investment in China.

Commerce & Finance Law Offices was KKR's China counsel; Paul, Weiss, Rifkind, Wharton & Garrison acted as KKR's international counsel; Simpson Thacher & Bartlett advised KKR on establishment its offshore entities.

Firms of the Year

International Firm of the Year 2008

Banking

Allen & Overy

The credit tightening policy in China has given rise to more opportunities in offshore pre-IPO and other structured financings, and Allen & Overy has acted for a number of active investors on numerous pre-IPO financings in the past 12 months. The firm has been particularly responsive in the projects, energy and infrastructure space, including acquisitions of existing assets and their financings, as well as greenfield project financings.

“It has been a particular busy 18 months for our banking & finance practice notwithstanding the credit crunch. In the past several weeks in particular, clients require a wide range of advice on complex structures that have been put in place over the past several years, while others continue to forge ahead with new transactions in leveraged financings, project financings and our other product areas. These are turbulent times that require responsiveness from lawyers who can deliver clear advice. We are working hard alongside our clients and staying close to the market.”

Roger Lui, Allen & Overy finance partner

International Firm of the Year 2008

Capital markets

Freshfields Bruckhaus Deringer

Freshfields' capital market practice covers both equity and equity-linked offerings and the firm acts for underwriters and issuers in equal measure. The firm has advised on many landmark deals, including the IPO of Industrial and Commercial Bank of China (ICBC) in 2006, the largest IPO in the world, and the first ever simultaneous A + H share listing. The firm has also advised on the IPOs of other state-owned banks including Bank of China, China Construction Bank and most recently China CITIC Bank.

“We are delighted with the capital markets team of the year award. It is a strong endorsement of the strength and depth of our integrated Hong Kong and US capital markets team based across our China offices. Given our strong pipeline of quality mandates, we are in a great position to launch deals for our clients even in these unprecedented market conditions.”

Chris Wong, Freshfields Bruckhaus Deringer
Beijing managing partner

International Firm of the Year 2008

Employment

Baker & McKenzie

Baker & McKenzie's proprietary database with over 1,000 court rulings on employment disputes provides its employment group lawyers a strong platform to interpret often vaguely written regulations. The Baker & McKenzie employment group has been actively involved in the development of the new China Employment Contract Law (ECL), assisting EuCham and AmCham with their written comments to the National People's Congress (NPC) on the new law, and leading a EuCham delegation to meet with representatives of the NPC in January 2007 to explain comments on the draft ECL.

“We are most delighted with the recognition the award has given us particularly for all the hard work we've put in to build a premier employment law group in China. Our team stands out as one of the most unique employment law groups as we have a good mix of Chinese lawyers with local labour bureau and arbitrator experience, and international lawyers with clear understanding of our international clients' needs and concerns.”

Dr Andreas Lauffs, head of Baker & McKenzie's
employment law group

International Firm of the Year 2008

Intellectual property

Rouse

Dispute resolution has been one of the key drivers of growth for Rouse in the last few years, especially in the area of civil and criminal litigation. Its association with the local IP specialist firm Beijing Lusheng Lawyers has seen it recognised by the State Intellectual Property Office and the Beijing High Court in their respective Top Cases for 2007 awards. August Zhang, managing partner of Lusheng Lawyers, attributes this success largely to the shared culture of the two firms. “We have managed to attract and retain some of the best local talent because the culture in Rouse is different from many other firms. It is an open and friendly environment where we very much emphasise the importance of a healthy work/life balance”.

“The emphasis on domestic innovation, combined with the improvements we are seeing in civil procedure and the experience of courts, will inevitably translate into more high-profile patent disputes being fought in China by international as well as domestic patent holders,” says Elliot Papageorgiou who manages patent cases from Rouse's Shanghai office.

International Firm of the Year 2008

Mergers & acquisitions

Linklaters

Linklaters has led the M&A league tables in Asia for announced and completed deals for seven of the past eight years with announced deals worth a cumulative US$65.5 billion and completed deals worth US$47.2 billion. Linklaters' M&A highlights in China over the past 12 months include advising Industrial and Commercial Bank of China on its R36.7 billion acquisition of a strategic interest in South Africa's Standard Bank Group and acting for China Netcom on its US$23.8 billion merger with China Unicom.

“Linklaters has had a superb year for advising on landmark M&A transactions in China, throughout the rest of Asia and globally. We are delighted to be presented with this award.”

Zili Shao, Linklaters, managing partner - Greater China

International Firm of the Year

Private equity / Venture capital

Clifford Chance

Clifford Chance has advised on over 30 private equity transactions throughout the region over the past 12 months, with a full pipeline of unannounced deals. The firm acted on a number of the more complex private equity transactions in the region over the last year, including Permira's first Asian private equity investments in Japan and Greater China, Istithmar's first private equity investment in mainland China and CVC Asia Pacific's A-share PIPE acquisition of Zhuhai Zhongfu Enterprise.

“Our private equity team in Greater China has advised on five successful private equity transactions in Greater China for buy-out funds over the past 12 months. This shows that large private equity deals can still be closed despite more challenging market conditions."

Andrew Whan, Clifford Chance Hong Kong partner

International Firm of the Year

Project finance, infrastructure & energy

Shearman & Sterling

Shearman & Sterling worked across some of the biggest project finance, infrastructure and energy deals over the past 12 months, including the Fujian Refining and Ethylene Project Refinancing and KEPCO's US$1.5 billion acquisition of a portfolio of twelve power plants and nine coal assets, the largest ever private portfolio acquisition of power projects in China.

“These awards recognise not only the high volume of deals we are doing but the cutting-edge, complex and innovative nature of these deals. The project finance market in China has become increasingly sophisticated and multifaceted in recent years and the combination of our extensive experience, the capabilities of our outstanding team and our adaptability to the changing market allows us to respond to these changes successfully.”

Andrew Ruff, project finance partner and managing partner of
Shearman & Sterling, Shanghai

PRC Firm of the Year 2008

Banking

Commerce & Finance Law Offices

Commerce & Finance's banking team includes leading lawyers Han Xiaojing, Di Xiaofeng, and Xu Xiaofei. The firm has advised on notable clients such as China Merchants Banks, China Construction Bank, and CITIC bank. The firm has advised China Merchants Bank on its Rmb6.5 billion bond convertible into share public offering.

PRC Firm of the Year 2008

Capital Markets

Jingtian & Gongcheng

“We are very glad where the firm is placed in the China legal market. In the past year, we have not only reinforced our status as a prominent national securities law practice, but we have also experienced very fast growth in other areas, such as mergers and acquisitions, project finance and debt restructuring. We believe the firm now is in an even better position to serve its clients and tap opportunities out there, even in an era of chaos originated from the subprime crisis in the United States.”

Zhao Yang, Jingtian & Gongcheng, managing partner

PRC Firm of the Year 2008

Employment

King & Wood

King & Wood's Labour & Employment team has key clients include UBS Securities, Deutsche Bank, and Mars Food. Led by Jiang Junlu and Bai Hongjuan, the firm advised Deutsche Bank on the transfer of employees from the existing branches to the newly owned subsidiary.

PRC Firm of the Year 2008

Intellectual property

King & Wood

"Over the last 12 months, King & Wood's IP department has worked extensively with various multinationals, acquiring and protecting their IP rights in the PRC market. Over the same period, we also handled an array of complex and influential litigation. We are particularly proud to have successfully managed the entire IP portfolio of the 2008 Beijing Olympic Games from conception to completion,”

Li Yong, King & Wood partner

PRC Firm of the Year 2008

Mergers & acquisitions

Jun He Law Offices

M&A has always been and remains a key practice area of Jun He Law Offices. The firm is consistently rated among the top-ranking M&A law firms in China, with its expertise in due diligence and documentation cited as its strengths. The firm also has a significant anti-trust practice, which plays an important role in its cross-border M&A transactions, and has cultivated close working relationships with relevant governmental authorities in this area.

“We are honoured to receive the PRC Firm of the Year and M&A PRC Firm of the Year awards. We will continue our efforts to further improve the quality of our work and further strengthen and build our platform. Congratulations to other award winners and we are especially happy to grow alongside other PRC law firms.”

Kirk Ke Tong, Jun He partner

PRC Firm of the Year

Private equity / Venture capital 2008

Fangda Partners

Fangda has been strengthening its practice in private equity and venture capital. The firm represented Texas Pacific Group on its US$288 million acquisition of NIS Group and its subsidiary Nissan Leasing (China). Fangda also advised Hony Capital in structuring and closing of its Rmb fund.

PRC Firm of the Year

Project finance, infrastructure & energy

Haiwen & Partners

“We are delighted that Haiwen & Partners has won two China Law & Practice awards this year. These awards are recognition of our foothold in the project finance practice, our ability to execute high profile, large-scale transactions with complex structures, and our commitment to providing quality legal services. Our practices have been increasingly focusing on our niche areas, including capital markets, mergers and acquisitions, private equity and project finance, and our collective expertise in such niche areas has been highly regarded by clients. We take pride in our contributions to our clients' success.”

Glenn Su, Haiwen & Partners partner

International Law Firm of the Year

Freshfields Bruckhaus Deringer

“Freshfields and its China practice prides itself on recruiting high quality people to do high quality work for high quality clients. In the last year, China has seen an unprecedented level of deals – inbound and outbound. We feel privileged to have been involved in so many and to have that contribution recognised by the judges of the 2008 China Law & Practice awards.”

Teresa Ko, managing partner of Freshfields' China practice.

PRC Law Firm of the Year

Jun He Law Offices

“Jun He Law Offices has built one of the best-regarded full-service legal platforms among PRC law firms. We have independent practice groups in areas including litigation, banking, project finance, real estate, intellectual property, tax, anti-trust, and bankruptcy. We strive to provide comprehensive legal services of the highest quality to our clients.”

Kirk Ke Tong, Jun He partner

Outstanding Achievement Awards

Jiang Ping

A worthy winner, Jiang Ping has dedicated most of his working life to law and the development of the legal market in China. Jiang graduated from the Law Faculty of the Moscow State University in 1956 and he later taught at the China University of Political Science and Law. He has been the vice-president and later the president of the university and is now a tenured professor and mentor of students there.

From 1988 to 1993 he was a delegate of the Standing Committee of the 7th National People's Congress and has also previously served as vice-chairman of the Law Committee of the 7th National People's Congress, where he helped formulate several laws of China.

Jiang had also served as the vice-chairman of the China Law Society and the China Economic Law Society, and as Chairman of the Comparative Law Committee of the China Law Society.

Michael Moser

Michael Moser is a well-known figure in the legal community throughout Asia. A partner of O'Melveny & Myers, Moser divides his time between Hong Kong and Beijing. He has lived in China for nearly 30 years and speaks fluent Mandarin. As chairman of the Hong Kong International Arbitration Centre, Moser is recognised as a leading specialist in international arbitration, frequently acting as arbitrator and counsel in disputes between Asian parties and multinational corporations.

Moser serves as co-chair of the China Arbitration Forum, vice-president of the Asia Pacific Regional Arbitration Group and is a Court Member of the London Court of International Arbitration (LCIA). He is a former vice-chair of the Arbitration Committee of the International Bar Association and also sits on the Arbitration Commission of CIETAC and of the CIETAC Expert's Group. He was the first foreign national to be appointed as an arbitrator in China.

Moser has acted in over 150 cases with proceedings in Asia, Europe and North America, and was appointed to the United Nations Working Group preparing official English-language translations of China's foreign investment laws.