Linklaters

While China’s legal system has been the subject of major reform over the past few years, with recent changes underpinning a desire to harmonise the legal structure and enhance predictability, the legal framework remains intertwined with various aspects of the social and political environment. It is this framework that requires careful navigation in order to complete transactions in China. Our track record in bringing significant inbound and outbound deals to a close in China speaks for itself.

Our integrated China team is made up of around 210 lawyers working across the three major business centres of Beijing, Shanghai and Hong Kong. We offer a well-balanced mix of international expertise and local knowledge as well as expertise in dual language documentation and real-time bilingual negotiation.

Specialising in Corporate/M&A and strategic investment, both in and out of China, private equity, anti-trust/competition law, capital markets, banking and projects and dispute resolution, we cover all areas critical to large, strategic corporate and finance transactions.

Our China derivatives team is recognised as pioneering, having advised on the entire spectrum of derivatives and structured products in China. Our financial markets group advises on regulatory approvals, licensing and foreign investor qualification requirements for numerous joint venture arrangements, cross-border business cooperation in the Chinese financial sector, the offering of financial products and services into China by offshore financial institutions as well as foreign access to the Chinese capital markets. Our investment management group has been closely involved in the development of the funds industry in China.

Recent significant transactions include advising

• Industrial and Commercial Bank of China Ltd (ICBC) on its US$5.5 billion acquisition of a strategic interest in South Africa’s Standard Bank Group Ltd
• China Netcom on its US$23.8 billion merger with China Unicom – M&A Deal of the Year, Financial Times Mergermarket M&A Awards Asia; and advising China Telecom on its US$15.8 billion acquisition of China Unicom’s CDMA business
• Banco Bilbao Vizcaya Argentaria, S.A. (Spain) in the US$1.5 billion (approx) privatisation of CITIC International Financial Holdings Limited and US$2 billion (approx) acquisition of 15% (approx) of CITIC International Financial Holdings Limited and 5% (approx) of China CITIC Bank Corporation Limited
• The National Trust on the RMB1 billion agreement to establish a life insurance joint venture company with HSBC, providing a life insurance platform for HSBC in China
• Citi on its US$3.06 billion consortium acquisition of an 85.6% stake in Guangdong Development Bank - China Deal of the Year and M&A Deal of the Year, Asian Legal Business Awards (China)
• International banks in relation to China Oil & Gas Fund’s US$1.4 billion financing of the purchase of the US$1.374 billion floating rate notes issued by Kazmunaigas PKI Finance B.V. for the acquisition of 33% of shares in PetroKazakhstan Inc, credit enhanced by Sinosure’s overseas investment (debt) insurance policy – a Trade Finance Magazine Deal of the Year

 Linklaters ‘firsts’ in mainland China include

• the first foreign bank investment in a new Chinese bank since 1949 – advising Standard Chartered Bank on its US$123 million investment in the new China Bohai Bank Ltd
• the first A share listed PRC bank to list outside China – China Merchants
• the first PRC commercial bank to list in Hong Kong – Bank of Communications
• the first listing of a Chinese telecommunications company – China Telecom (Hong Kong) Limited, now China Mobile
• the first pre-IPO convertible bond – Greentown China
• the first concurrent A share/H share rights issue – the US$2.7 billion issue by Angang Steel
• the first RMB convertible bond structured to resolve IFRS accounting issues – Hopson Development’s US$225 million issue of RMB-denominated USD-settled convertible bond – Best Equity-Linked Deal, FinanceAsia Awards 2007, Debt and Equity-linked Deal of the Year, IFLR Asian Awards 2008
• the first convertible bond paired with a share buy-back to address a desire among investors to hedge the equity option - Country Garden – Equity-Linked Deal of the Year, IFR Asia Awards 2008, Most innovative deal, The Asset Awards, 2008, Debt and Equity-Linked Deal of the Year, IFLR Asia Awards, 2009
• the first structure to use an offshore self-referencing credit-linked note to support onshore RMB financing, now referred to as the  “Parkson” structure – the HK$629.3 million vendor placing of Parkson Retail Group Limited ordinary shares