China resources, manufacturing and construction listing
Freshfields Bruckhaus Deringer has acted as Hong Kong counsel to the underwriters on the listing of Metallurgical Corporation of China Ltd (MCC). The listing on the Hong Kong and Shanghai Stock Exchanges raised approximately US$5.2 billion (HK$40 billion) and is the world’s second largest IPO this year to date. The underwriters were led by Morgan Stanley as sole global coordinator and by Morgan Stanley, Citi, CICC and CITIC Securities as joint bookrunners and joint lead managers. The Freshfields team was led by Hong Kongbased partner Kay-Ian Ng.

MCC, a subsidiary of China Metallurgical Group Corp, is one of the largest engineering and construction companies in the world with operations in engineering and construction, resources development, equipment manufacturing and property development.

China, Hong Kong and Macau debt restructuring
Paul, Hastings, Janofsky & Walker has advised Zhuhai Municipal Government, Zhuhai Gouyuan Investment Ltd and Zhuhai Zhu Kuan Group Holdings Ltd on the successful completion of an RMB 3.11 billion (US$455 million) debt restructuring by Zhu Kuan (Hong Kong) Company Ltd and Zhu Kuan Group Company Ltd (Zhu
Kuan), both window companies of the Zhuhai Municipal Government in Hong Kong and Macau respectively. The Paul Hastings team was led by corporate partners Chau Ho and Raymond Li, assisted by Wilson Yiu.

The restructuring originated from the economic turmoil in Asia in 1997 resulting in the appointment of provisional liquidators in August 2003. Zhu Kuan had approximately HK$8 billion (US$1.17 billion) in debt and a total of 47 bank and financial creditors located in the PRC, Hong Kong and Macau. This is the first three-way restructuring of its kind involving the PRC, Hong Kong and Macau.

Mobile advertising networks acquisition
Orrick, Herrington & Sutcliffe LLP advised Digital Media Group (DMG), a leader in China’s subway television advertising market, on its US$160 million (HK$1.24 billion) sale to VisionChina Media (VCM), one of China’s largest out-of-home digital television advertising networks. Under the terms of the deal, VCM will pay $40 million in cash and US$60 million in stock to DMG shareholders at the closing of the transaction. VCM will pay installments of US$30 million each on the first and second anniversaries of the deal. The deal is expected to close in the first quarter of 2010. The Orrick team included Hong Kong of counsel Donna Healy along with lawyers in the US and China.

The deal represents one of the largest acquisitions involving a venture-backed China-based private company by a public company and will create the largest mobile television advertising network in China. The combined company will operate bus television networks in 18 of China’s cities including Beijing, Guangzhou and Shenzhen. The company will also have exclusive subway networks in eight key cities in
China, including Beijing, Guangzhou, Shenzhen and Shanghai, as well as on Hong Kong’s Airport Express line.

China logistics and trade global offering
Baker & McKenzie has advised China South City Holdings Ltd, as Hong Kong and US legal counsel, on its HK$3.15 billion (US$406 million) (before exercise of the over-allotment option) global share offering. The Baker & McKenzie team was led by partners Elsa Chan on Hong Kong law aspects and Brian Spires on US law aspects.

China South City Holdings is one of the leading developers and operators of large-scale, integrated logistics and trade centers in the PRC, based on gross floor area. Its Shenzhen operations serve five complementary light manufacturing industries: textile and clothing; leather and accessories; electronic accessories; printing, paper and packaging; and metals, chemicals and plastics. Net proceeds from the global offering will be used primarily for the development of the second stage of the company’s Shenzhen trade centre and to develop projects in Nanchang and Nanning.

Iron ore mining IPO
Hogan & Hartson and Paul, Hastings, Janofsky & Walker have acted in the HK$2.1 billion (US$265 million) IPO of China Vanadium Titano-Magnetite Mining Company Ltd, which comprised a Hong
Kong public offer and an international offering including a placement under Reg S/Rule 144A. Based in Sichuan Province, China Vanadium is the largest non-state-owned operator of iron ore mining operations, in terms of output volume, in the province.

Hogan & Hartson represented China Vanadium, led by partners Gordon Ng and Man Chiu Lee with assistance from counsel Anthony Chan and associates Jessica Lee and Philip Man. Paul Hastings advised Citigroup Global Markets Asia Ltd and Deutsche Bank AG
in Hong Kong as bookrunners and joint lead managers.

Indonesian coal mining financing
Jones Day advised PT Bumi Resources Tbk, the largest coal mining company in Indonesia, in a six-year US$1.9 billion loan from China Investment Corporation Ltd (CIC), acting through a subsidiary. The
net proceeds of the loan were used to refinance substantially all of Bumi Resources’ existing indebtedness, to complete three acquisitions
which were entered into in early 2009 and for working capital and capital expenditure purposes. Brian Wesol and Herman Yip led the Jones Day team which included Sushma Jobanputra, David Longstaff,
Jane Huston, Brendan Fyfe and Karen Phang.
Bumi Resources, a company listed on the Indonesia Stock Exchange, is the holding company for the largest coal mining group in the Republic of Indonesia.

Bumi Resources’ main operating subsidiaries, PT Kaltim Prima Coal and PT Arutmin Indonesia, are two of the largest thermal coal producers in Indonesia and, collectively, one of the largest thermal coal exporters in the world.

PRC property developer IPOs
Paul, Hastings, Janofsky & Walker has advised Glorious Property Holdings Ltd, a leading PRC property developer based in Shanghai, on its HK$9.9 billion (US$1.28 billion) IPO. This represents the
largest Hong Kong IPO of a property company since 2007, and is one of the largest IPOs globally in 2009. JP Morgan and Deutsche Bank were joint sponsors of the deal and, with UBS, joint global coordinators, joint bookrunners and joint lead managers. The Paul Hastings team was led by Raymond Li and included partners Sammy Li, David Grimm and Chau Ho and associates Vanessa Chan, Vicky Ko, Ling Ling, Andrew Li and Erika Wan.

Sidley Austin represented Powerlong Real Estate Holdings Ltd in connection with its initial public offering listed on the Hong Kong Stock Exchange with concurrent global placements pursuant to Rule 144A and Regulation S. The IPO raised approximately HK$2.75 billion (US$352.5 million). Powerlong is a leading property developer in China specialising in the development of large-scale and multi-functional commercial complexes. The Sidley team was led by partners Timothy Li and Constance Choy, both of
the Hong Kong office.

REIT financing arrangements
Allen & Overy has acted for Standard Chartered Bank Ltd and DBS Bank Ltd as the Mandated Co-ordinating Arrangers on the HK$3.1 billion (US$400 million) transferable term loan and revolving credit facility for Fortune Real Estate Investment Trust. The multi-tranche term loan facility was utilised to partially finance the acquisition of three retail properties in Hong Kong and will be further utilised in 2010 to refinance the existing debt of the Fortune REIT. The
revolving credit facility will finance the general orporate purposes of the Fortune REIT. The Allen & Overy team was led by partners Vicki Liu and Simon Reid-Kay in Hong Kong.

Property developer financing transaction
Lovells has acted in the HK$2.8 billion (US$361 million) onshore and offshore financing transaction for Pride Pacific Ltd and Beijing Jing Wei House & Land Estate Development Co Ltd, both whollyowned
subsidiaries of Pacific Century Premium Developments
Ltd. The transaction involved a syndicated Hong Kong dollar denominated offshore loan and a secured RMB denominated onshore loan. Lovells acted for the syndicate of lending banks which included Standard Chartered, DBS, ICBC Asia, Bank of Tokyo Mitsubishi UFJ, Bank of East Asia and Wing Lung Bank. Partner
Gary Hamp led the Lovells team, assisted by fellow partner Owen Chan along with Alan Tai, June Pun, Louise Leung and Emma Dearnaley.

Automotive technology licensing project
Sidley Austin LLP has advised Sinotruk (Hong Kong) Ltd, one of the largest manufacturers of heavy trucks in China, in its cooperation project with German industrial group MAN SE. The transaction involved an equity deal and a technology licensing arrangement. Upon completion of the transaction, MAN will own an aggregate of 25% plus one share in the capital of Sinotruk through the purchase of existing shares from the controlling shareholder of Sinotruk and the subscription of notes issued by, and convertible into shares of, Sinotruk. Through a licensing arrangement, Sinotruk will obtain certain heavy truck technologies from MAN. The equity portion had a total value of €560 million (HK$6.47 billion) and the technology portion €85 million (HK$983 million). The Sidley team in Hong Kong included partners Timothy Li and Gloria Lam.

Sportswear brand global offering
Fried, Frank, Harris, Shriver & Jacobson LLP represented Credit Suisse and China Construction Bank International in connection with the global offering by Peak Sport Products Co Ltd of ordinary shares for aggregate proceeds of approximately US$220 million (HK$1.7 billion) and the related listing of Peak’s ordinary shares on the Hong Kong Stock Exchange. The global offering consisted of a Hong Kong public offering and a concurrent 144A/Reg S placement. Peak manufactures and sells sportswear in China and abroad, with an emphasis on basketball footwear brands. The Fried Frank team was led
by partners Joseph Lee and Joshua Wechsler.

PRC menswear brand IPO
Latham & Watkins represented China Lilang Ltd, one of the leading PRC menswear brands, in connection with its initial public offering of 300,000,000 shares listed on the Hong Kong Stock Exchange, including its international offering (144A/Reg S) of 150,000,000 shares, at a total value of HK$1.17 billion (US$160
million). Joint lead managers were Merrill Lynch Far East Ltd and HSBC for the Hong Kong public offering, and Merrill Lynch International and HSBC for the international offering. The Latham team was led by partner Eugene Lee, assisted by associates Chun
Fai How and Sue Wang.

Share placement for battery manufacturer
Fried, Frank, Harris, Shriver & Jacobson LLP represented Merrill Lynch Far East Ltd as placing agent in connection with the topup placement of 80,000,000 shares of Tianneng Power International
Ltd and the placement of 30,800,000 shares of Tianneng Power by management shareholders. The combined transactions resulted in aggregate proceeds of approximately US$50 million (HK$387 million).
Tianneng Power is one of the largest China-based manufacturers of motive batteries which are used in electric bikes sold in China. The ordinary shares of Tianneng Power are listed on the Hong Kong Stock
Exchange. The Fried Frank team was led by partners Victoria Lloyd and Joshua Wechsler.