FINALISTS
China Vanadium Titano-Magnetite Mining pre-IPO financing
Impress/Beijing Xinmei
Jewel Crown Series A financing
Natural Beauty Bio-Technology privatisation
Olympus/Zhongwang International Group
Zoomlion/CIFA S.p.A.

Restructuring

WINNER - Peacemark

Luxury watch manufacturer, distributor and retailer Peacemark entered into provisional liquidation on September 11 2008 after the company was unable to reassure creditors of its strength. Within two months, counsel had expeditiously restructured the company by way of Chow Tai Fook Group's US$65 million acquisition of retail operations and companies in China, Hong Kong, Macau and Switzerland that were within the ambit of the Hong Kong insolvency regime. The deal represents the first and largest cross-border corporate rescue and restructuring in China/ Hong Kong announced and completed since the financial turmoil.

FINALISTS
Dongfang Electric Corporation
Sanda Kan
Shanghai Electric
Shui On Land

Debt and equity-linked

WINNER - Sino-Forest Corporation

Toronto-listed commercial tree plantation operator Sino-Forest Corporation, which operates its business principally in China through numerous non-PRC intermediary holding subsidiaries and PRC operating subsidiaries, raised US$345 million through a Rule 144A/Regulation S offering. The deal used US-style terms but various changes were made to tailor such terms to the situation of the issuer. For example, the tenor of the notes was extended over five years to address a Canadian withholding tax issue. And certain terms, such as the “events of default” covenant, were made tighter to ensure parity between note holders and holders of the issuer's 2004 high yield bonds (the issuer had not done any US offering since mid-2004).

FINALISTS
China Medical Technologies
Greentown China
Shanda Interactive Entertainment
The Hong Kong and China Gas Company

Equity

WINNER - Solarfun Power

Solarfun Power was able to access the capital markets during a very volatile period because its offering was structured by counsel as a “dribble-out offering”, also known as a “controlled equity offering”. This type of offering, which is not even common in the US, was the first deal of its kind in Asia. The issuer first puts up a universal shelf by filing a registration statement with the SEC. The issuer and the investment bank, acting as an agent, enter into a sales agreement in which the agent agrees to use its best efforts to sell up to a certain amount of shares. The agent conducts due diligence periodically but, unlike a typical shelf offering, no bring-down comfort letter or legal opinions are delivered with each sale. This allows an issuer that is not otherwise able to sell a large block of shares to be constantly in the market, selling through the agent.

FINALISTS
Changyou.com
China South Locomotive & Rolling Stock Corporation
China Zhongwang Holdings
Lumena Resources
Real Gold
Renhe Commercial Holdings

Project finance

WINNER - Central Asia-China gas line

China National Petroleum Corporation (CNPC) was faced with a myriad of issues in trying to complete a project that spanned Kazakhstan and Uzbekistan, involved two project companies, two financings, but only one sponsor. This US$11 billion pipeline project raised all sorts of challenges under Kazakh and Uzbek law. For example, Uzbek law required 50% of the proceeds from the offtake agreement to be converted into local currency, so a waiver had to be obtained. Although the facility agreements were governed by English law, the local security documents were controlled by Kazakh and Uzbek law. Lenders had to structure around CNPC's decision to provide a guarantee for some of the risk though not the political risk.

FINALISTS
ADB/Standard Chartered energy efficiency programme
CDB-Poland UMTS network
China Guangdong Nuclear Power
China-Kazakhstan pipeline financing
Dalkia Group financing

Energy & natural resources

WINNER - China Oilfield Services/Awilco Offshore