We have an integrated team of over 200 lawyers working across China’s three major business centres: Beijing, Shanghai and Hong Kong. Our Shanghai Free Trade Zone Joint Operation with Zhao Sheng Law Firm provides seamless PRC law capability.  In addition, we are able to call on the expertise of lawyers from the firm’s other offices in Asia and our network of 30 offices globally.

We have a track record for advising on many “firsts” in China. We offer a compelling combination of:

  • market experience: insight into China’s legal and economic framework
  • technical skills: offering consistent international standards
  • cross-practice strengths: expertise in corporate/M&A, competition and regulatory advice, banking, project finance, capital markets, financial sponsors, and dispute resolution
  • commercial understanding: we aim to help clients achieve their commercial objectives and manage risk
  • sectoral knowledge: expertise in a wide range of prominent business sectors and industries
  • cultural awareness and linguistic capabilities: we have 100 Chinese-speaking lawyers and an in-depth understanding of how best to negotiate and conclude PRC deals
Our expertise

M&A and Strategic Investment

Our China corporate practice has a sophisticated and sizeable M&A legal advisory team, who advise leading multinational and Chinese companies, financial institutions and financial sponsors on their domestic and international deals.

With our wide office reach and global network we provide seamless local, regional and global advice, working in close collaboration with exceptional local practitioners to get the deal done. Our corporate practice is supported by our banking and finance, projects, employment and incentives, competition/antitrust and regulatory experts ensuring comprehensive advice on all aspects of a transaction.

Our track record includes advising:

  • on the US$25.9bn merger of China’s train makers CSR Corporation Limited and China CNR Corporation Limited through a securities exchange offer effected through a PRC law-governed merger by absorption (M&A Deal of the Year & China Deal of the Year by ALB China Awards 2016)
  • on the US$103bn merger of Cheung Kong Holdings and Hutchison Whampoa Limited. This is the largest ever Hong Kong public M&A transaction
  • on the merger of China Minmetals and China Metallurgical, creating an entity with assets of more than US$100bn
  • Charoen Pokphand Group on the US$9.4bn acquisition from HSBC of its entire shareholding in Ping An Insurance
  • UBS on its strategic investment in Postal Savings Bank of China

Competition and Regulatory Advice

Our competition team assists clients with the co-ordination of global merger filings, advises on antitrust compliance issues and guides clients through cartel and other competition investigations. We also advise on merger control and enforcement in China and other competition jurisdictions in the region.

Our track record includes advising:

  • SABMiller on MOFCOM clearance with remedies in relation to its US$100bn acquisition by AB InBev
  • China Merchants Group on multijurisdictional merger control filings for the acquisition of Sinotrans & CSC, creating an entity with assets of more than US$100bn
  • Glencore on MOFCOM clearance, including remedies for its US$90bn merger with Xstrata. In China, this case set a number of significant precedents for merger control practice, and involved challenging and extensive remedy negotiations with MOFCOM
  • a number of global leading life science companies on responding to the National Development and Reform Commission’s market investigation into the healthcare sector in 2014 and 2016, respectively, and conducting related self-checks and compliance
  • Rio Tinto on MOFCOM clearance in relation to the proposed US$116bn iron and ore production joint venture with BHP Billiton, which also involved merger control filings and contact with competition authorities in Japan, Korea and other jurisdictions  

Banking

Our banking team advises on some of the most complex financing transactions in the PRC, 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:

  • Bank of China Limited, Macau Branch, China Merchants Bank, New York Branch and CTBC Bank on the facilities for the acquisition of McDonald's China and Hong Kong business to a consortium formed by CITIC and Carlyle at a purchase price of up to US$2.1bn
  • Bank of China Limited, CTBC Bank Co., Ltd. and China Merchants Bank Co., Ltd., New York Branch on US$630m senior debt facilities to finance Carlyle's acquisition of a global outsourcing services provider
  • the senior arrangers (comprising seven international, Taiwanese and Chinese banks and coordinated by Standard Chartered Bank) and the mezzanine arrangers (comprising Dignari Capital and Huatai Financial Holdings) on the senior and mezzanine facilities for the acquisition of Wharf T&T Limited (a telecommunications operator in Hong Kong) by a consortium formed by MBK Partners and TPG
  • a major investment bank on a syndicated facility agreement providing for a US$450m term loan facility for Biostime Healthy Australia Investment Pty Ltd to refinance the acquisition bridge loan financing the acquisition of its 83% shareholding in Swisse
  • on the HK$39bn term loan facility for China Cinda Asset Management Co., Ltd. to acquire Nanyang Commercial Bank Limited, the largest acquisition financing in the history of China's banking sector  

Project Finance

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

Our team has extensive project finance experience in energy and infrastructure projects both in the PRC and internationally, advising Chinese and international borrowers and financial institutions alike.

Our track record includes advising:

  • all lenders including CDB, CEXIM, Japanese/Korean/European ECAs and Russian banks on Yamal LNG project financing in Russia, sponsored by Total, Novatek and CNPC
  • CDB on the US$1.5bn project financing (backed by Sinosure) for the development of the 2 x 1000 MW Jawa 7 coal-fired power plant located in Indonesia
  • Chinese lenders on a number of Belt and Road power projects in Pakistan, including: 
    • Thar 3.8Mtpa coal mine and 2X330MW coal-fired power plant 
    • UEP 99MW windfarm 
    • 330MW Thar Energy pit mouth coal-fired power project 
    • 330MW ThalNova pit mouth coal-fired power project 
    • Suki Kinari 870MW hydro plant 
    • HubCo 2x660MW coal-fired power plant 
    • KAPCO coal-fired power plant      
  • CDB on the US$2bn project financing to Kazakhstan Petrochemical Industries Inc. for the development of a 500,000 ton/year polypropylene project in Kazakhstan  

Capital Markets

Our capital markets team advises on a full range of debt and equity capital markets products, and has played a significant role in the development of the capital markets in Asia, especially in Hong Kong. Our lawyers have pioneered a number of products, including CNH bonds, panda bonds, retail debt offerings, regulatory capital, CNH IPOs and REITs.

Our track record includes advising:

  • MOF on its RMB23 billion sovereign bond offering in Hong Kong during 2012, which was the first listing of sovereign debt by the MOF and also the largest-ever offshore RMB bond transaction;
  • MOF on its USD2 billion sovereign bond offering in Hong Kong during 2017, this is China’s first US dollar sovereign bond since 2004
  • Postal Savings Bank of China Co., Ltd. (PSBC) in relation to the issuance of USD 7.250 billion 4.50% Non-Cumulative Perpetual Offshore Preference Shares.
  • This is the first fixed income issuance by PSBC in the international markets , the largest fixed income issuance by an Asian issuer offered on a Reg S only basis, the largest ever AT1 issuance by a PRC bank; and also the lowest ever coupon for a AT1 issuance by a PRC bank.
  • HKEX on Bond Connect establishment – Bond Connect links the trading and settlement market infrastructures in Mainland China and Hong Kong, which enables Hong Kong and overseas investors to trade debt securities in the Mainland Chinese onshore bond market. Find out more.
  • HKEX on the set-up of the China-Hong Kong Stock Connect and a large number of market participants (including banks, securities houses, prime brokers, private banks as well as fund houses on the buy-side) on the various legal issues associated with the trading of A-shares through the China-Hong Kong Stock Connect. Find out more.

Financial Sponsors

Our financial sponsor sector team comprises private equity, M&A, funds, financing and special situations lawyers. They advise private equity investors, sovereign wealth funds, pension funds and institutional investors across all phases of the investment cycle.

The team offers capability across all investment strategies, including buy-outs, minority investments, co-investments, private investments in public enterprises, take-privates, equity, equity-linked and debt instruments, financing, derivatives and structured solutions, restructurings and investments in distressed situations.

Working closely with our capital markets, competition and disputes resolution teams our financial sponsor sector lawyers offer comprehensive advice on securities and capital raising, regulatory issues, merger control and disputes. Our expertise spans many sectors, including technology, healthcare, real estate, infrastructure, financial services, food and beverage, retail and industrials.

Our track record includes advising:

  • a leading global bank on the acquisition financing of Hillhouse Capital and CDH Investments’ US$6.8bn acquisition of Belle International, China’s largest footwear retailer. This is the largest take-private buyout in Hong Kong in history
  • the lead arrangers on the acquisition financing of Carlyle and CITIC’s US$2.1bn acquisition of McDonald’s China business
  • Bright Food and Baring Private Equity Asia on their sale of the Weetabix group to Post Holdings, Inc. for US$1.76bn
  • the management and employees of Tricor Holdings Limited in relation to their investment in Trivium Europe Limited for the management equity plan established by Permira for the purposes of its US$835m acquisition of Tricor Holdings Limited
  • Hony Capital on the £900m acquisition of Pizza Express restaurants in the UK, Hong Kong, China and 11 other jurisdictions and on the £640m debt financing to fund the acquisition

Dispute Resolution

We have a dedicated PRC disputes practice that can draw on the expertise of a team comprising more than 40 PRC-qualified lawyers.

Our disputes team has extensive experience in advising clients on PRC-related arbitrations and on disputes involving PRC parties. They have a deep understanding of PRC laws and the evolving legal and regulatory environment in that market.

Among notable cases, our disputes team has:

  • acted for the client in parallel court proceedings both in Hong Kong and Beijing in connection with breach of contract claims worth more than HK$1bn
  • successfully represented a resource trading multinational in obtaining a US$100m award in London-seated ICC arbitration against PRC counterparties involving pledged assets in the PRC and in resisting a subsequent challenge to the enforcement of the award before the Hong Kong courts
  • acted for a global bank on the commodity financing secured by metal which has been the subject of fraud allegations and seizure in Qingdao and Penglai, including proceedings in the PRC and England
  • represented a Japanese listed company to conduct internal investigation into its PRC subsidiaries (one of the biggest enterprises in the Chinese sanitation industry) and local management involving alleged financial irregularity, fraud and other suspected misconduct
  • advised a leading investment bank on a potential CIETAC arbitration against a PRC company for recovery of a US$20m debt owed under a distributorship agreement  
Rankings and quotes

Chambers 2018 rankings

  • Tier 1 – Banking and Finance (International Firms)
  • Tier 1 – Competition/Antitrust (International Firms)
  • Tier 1 – Corporate/M&A: The Elite (International Firms)
  • Tier 1 – Dispute Resolution: Litigation (International Firms)
  • Tier 1 – Projects & Infrastructure (International Firms)

Quotes

Chambers:

Banking & Finance (International Firms) - China

"Their advice is not just legally strong but also commercially viable."

Competition/Antitrust (International Firms)

"Linklaters have significant firepower in their competition department. Those abilities proved to be very helpful in meeting or surpassing our expectations."

Corporate/M&A – Asia-Pacific Region

"The constant co-operation between Linklaters and us is evident because of its ability to hold a stable team and provide professional advice."
"The advice given is very clear and the turnaround time is good"

Dispute Resolution: Litigation (International Firms) - China

"The firm...provides comprehensive advice, not only from a legal perspective, but it can also take into account the client's business considerations."
Zhao Sheng Joint Operations

An integrated solution: your PRC law and international needs met with seamless service

More details
China Location QR
Beijing
Linklaters LLP
Unit 5206, Level 52 China World Tower B
No. 1 Jianguomenwai Avenue
Beijing
100004
Telephone: +861065058590
Fax: +861065058582
Shanghai
Linklaters LLP
29th Floor, Mirae Asset Tower
166 Lu Jia Zui Ring Road
Shanghai
200120
Telephone: +862128911888
Fax: +862128911818
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