Asia Corporate and M&A

Slaughter and May is a leading international law firm with a worldwide corporate, commercial and financing practice. We provide our clients with a professional service of the highest quality combining technical excellence with commercial awareness and a practical, constructive approach to legal issues.

Award winning and tier 1 corporate and M&A practice in

Slaughter and May has an award winning and tier 1 corporate and M&A practice in Hong Kong and Asia and is the top legal advisory firm in numerous league tables. We are ranked tier 1 and Elite in (including Hong Kong) for corporate and M&A and a number of our partners are recognised as leaders for corporate and M&A in Asia in Chambers Asia Pacific 2019: Corporate/M&A (International Firms – the Elite category) China, Legal 500 Asia Pacific 2019: Corporate (including M&A), IFLR1000 Asia Pacific 2019: Mergers & Acquisitions and International Who’s Who Legal 2018: Mergers and Acquisitions, Hong Kong and in the September 2018 Asian Legal Business Annual M&A Report for leading firms in Asia for M&A in Hong Kong.

We hold a pre-eminent position in the numerous legal league tables for M&A and are regularly ranked in the top tier rankings published by Bloomberg, Mergermarket and Thomson Reuters. In the Q1 2019 Global M&A Market Review Legal Rankings, Slaughter and May is in 1st place for Hong Kong announced deals by deal count (deal count of 4) and 1st place for UK Announced Deals (By Volume) (deal count of 13).

In the FT Asia-Pacific Innovative Lawyers 2019 report we are in the top 20 Most Innovative Law Firms 2019 (International) category and were ranked Commended for two matters – advising the Lai Sun Group and the Hong Kong Association of Banks – in the section Enabling Business Growth and Transformation. In the FT Asia-Pacific Innovative Lawyers 2018 report, three transactions we advised on were ranked Commended: CNBM on its merger-by-absorption of Sinoma (in the Managing Complexity and Scale (International) section), Alibaba on the acquisition of Sun Art Retail (in the Enabling Business Growth (International) section), and Yingde Gases on its sale to PAG Capital (in the Driving Value (International) section). Areas of practice

We practise English and Hong Kong law and provide US securities law capability for capital markets transactions in Hong Kong. We advise on the full range of corporate, M&A and commercial work, including:

• private acquisitions and disposals • joint ventures • capital markets • restructuring • public mergers and acquisitions • commercial agreements • private equity • corporate governance.

International and regional work are central to our practice and we regularly advise on cross-border transactions involving multiple jurisdictions. Our close working relationships with market leading independent law firms throughout the region ensure that we are able to deliver an integrated pan-Asian legal service of the highest quality.

Recent Awards

Asia Legal Awards 2019 – two transactions we advised The China Law & Practice Awards 2017 – two on won M&A Deal of the Year: North Asia (Shire’s transactions we advised on won TMT Deal of the acquisition of Takeda Pharmaceutical Company) and Year and Finance Deal of the Year M&A Deal of the Year: South Asia (Vodafone’s merger of Bharti Infratel and Indus Towers) The American Lawyer Global Legal Awards 2017 – four transactions we advised on won Global M&A The China Law & Practice Awards 2018 – one Deal of the Year: China, Global M&A Deal of the transaction we advised on won M&A Deal of the Year: Japan, Global M&A Deal of the Year: UK and Year. Three transactions we advised on were Global Dispute of the Year: Investigations: Europe finalists. We were also a finalist for M&A firm of the Year (International) Asian Legal Business Japan Law Awards 2017 - two transactions we advised on won IFLR Asia Awards 2018 – one transaction we Japan Deal of the Year, Technology, Media and advised on won M&A Deal of the Year Telecommunications Deal of the Year, and M&A Deal of the Year (Premium) Asia-mena Counsel Deals of the Year 2017 – one transaction we advised on won Deal of the Year 2017 The Asian Lawyer Asia Legal Awards 2017 - one transaction we advised on won M&A Deal of the China Business Law Journal’s Deals of the Year Year: North Asia. 2017 – three transactions we advised on won Deal of the Year 2017

Slaughter and May’s top-tier status is underpinned by its outstanding reputation Clients remark upon the quality for advising its clients on their most of the firm’s lawyers, stating that strategically significant, high-value and they are “professional, learned and complex transactions in China and Asia able to offer quality advice

Legal 500 Asia Pacific 2019 - Corporate (including M&A), Hong Kong Chambers Asia-Pacific 2019 - Corporate/M&A, Asia-Pacific Region

2 Corporate and M&A / Our corporate and M&A experience

• Holding in relation to: –– Alibaba.com’s privatisation by Alibaba Group and withdrawal from listing on the Hong Kong –– its investment in China International Stock Exchange Capital Corporation –– Alibaba.com’s acquisition of a majority equity –– its cornerstone investment in Fosun Tourism interest in China Civilink from its controlling shareholder, SYNNEX Corporation –– its cornerstone investment in China Tower • COSCO Shipping Ports on its: –– its cornerstone investment in E-House (China) Enterprise Holdings –– agreement with Volcan Compañía Minera and Terminales Portuarios Chancay (TPCH) to –– its US$2.9 billion investment in Hong Kong- subscribe in 60% of the shares of TPCH for a listed Sun Art Retail Group, an operator of total consideration of US$225 million hypermarkets and e-commerce platform in the PRC This transaction was ranked ‘Commended’ –– agreement with TPIH Iberia to purchase 51% of in the FT Asia-Pacific Innovative Lawyers the shares of Noatum Port Holdings for a total Report 2018 in the category ‘Legal Expertise: consideration of €203.49 million Enabling Business Growth’ in the international firms section. This transaction was also a –– acquisition of China Shipping Ports Development finalist for M&A Deal of the Year 2018 at the for a consideration of US$1.18 billion China Law & Practice Awards 2018 –– joint venture with China Merchants Holdings –– its HK$2.06 billion acquisition of the media and China Investment Corporation for the business of SCMP Group, a company listed on acquisition of 65% of Kumport Terminal the • Airwayson its proposed –– its US$2.6 billion privatisation and delisting of acquisition of 100% of the issued share capital of Intime Retail. This transaction was recognised Hong Kong Express Airways for a consideration of in the China Business Law Journal’s Deals of the HK$4.93 billion, comprising a cash consideration Year 2017 Report and awarded Deal of the Year of HK$2.25 billion to be paid in cash and a 2017 in the Privatization; and Retail categories. non-cash consideration of HK$2.68 billion to It was also won Deal of the Year at the Asia- be settled through the issue and novation of mena Counsel Deals of the Year 2017 Awards promissory loan notes

–– its asset purchase of HK$4.06 billion and • Standard Chartered Bank (Hong Kong) on its injection of its Online Movie Ticketing and strategic joint venture to build a new standalone Yulebao businesses into Alibaba Pictures Group digital retail bank in Hong Kong. The joint venture is among the first three successful applicants –– its investment in Intime Retail and its establishment to have obtained a virtual bank licence from of an O2O joint venture with Intime the Hong Kong Monetary Authority. Standard Chartered Bank will be the majority shareholder –– Alibaba.com’s US$1.5 billion IPO and Hong in the joint venture with a 65.1% shareholding, Kong listing. We advised the three underwriters with PCCW, HKT and Ctrip.com holding 10%, , Morgan Stanley and 15% and 9.9%, respectively Deutsche Bank

/ Corporate and M&A 3 • China Power New Energy (CPNE), acting as the • Amyris, Inc., on its collaboration arrangements offeror, in relation to the proposed delisting with a subsidiary of Yifan Pharmaceutical Co., of China Power Clean Energy Development Ltd. (Yifan). The collaboration was announced Company (CP Clean Energy) from the Hong Kong on 27 September 2018 Stock Exchange. The proposed delisting will be implemented by way of a scheme of arrangement • United Energy Group, in relation to its pursuant to the Companies Ordinance of Hong acquisition of Kuwait Energy plc for cash Kong. The scheme consideration includes a cash consideration of up to approximately US$650 alternative and a share alternative. An irrevocable million. The acquisition was announced on undertaking to vote in favour of the proposed 24 September 2018 and constitutes a major delisting has been obtained from China Three transaction under the Hong Kong Listing Rules Gorges Corporation. Upon completion of the delisting, CPNE will own 100% of the shares of • Guoco Group, in relation to its proposed CP Clean Energy and CP Clean Energy will apply privatisation by GuoLine Overseas Limited (GuoLine) for the withdrawal of the listing of its shares on the Hong Kong Stock Exchange. The proposal was • Pacific, in relation to its proposed announced on 28 March 2019 privatisation of HAECO

• The Airport Authority Hong Kong in relation • Lai Sun Garment (LSG) and Lai Sun Development to the HK$900 million acquisition of all rights Company (LSD) on LSD’s conditional voluntary and equity interest in Hong Kong IEC held general offer to acquire all the shares in eSun by IEC Investments and of the ownership of Holdings Limited (eSun) not held by the LSD group AsiaWorld-Expo Management. Hong Kong IEC is the joint venture company formed in 2003 by • Google on the competition law aspects of its the Hong Kong SAR Government, the Airport US$1.1 billion acquisition of certain assets of HTC Authority Hong Kong and IEC Investments in Corporation (HTC) related to the design, engineering, order to develop AsiaWorld-Expo, Phase 1 of certification and testing of smartphones which opened in December 2005 and occupies 11 hectares of land on the airport island, • SB Investment Advisers (SBIA), an investment providing over 70,000 square metres of space for adviser to SoftBank Vision Fund, on SoftBank conventions and exhibitions, as well as sports and Vision Fund’s investment in two technology entertainment events companies in the Ping An group - Ping An Healthcare and Technology Company Limited • the joint sponsors on the dual primary listing and (Ping An Good Doctor) and Ping An Medical global offering of shares of Yancoal Australia, and Healthcare Management (Ping An Australia’s largest pure-play coal producer, on Healthcare Technology) the Main Board of the Hong Kong Stock Exchange, raising approximately US$151 million. Yancoal • MTR Corporation Limited (MTR) on the Australia is the first dual primary listed company operational and financial arrangements for the on the Australian Securities Exchange and on the US$10.7 billion Guangzhou-Shenzhen-Hong Kong Hong Kong Stock Exchange. Dealings in the shares Express Rail Link which comprises a 26 km high of Yancoal Australia commenced on the Hong speed rail link connecting Hong Kong to the Kong Stock Exchange on 6 December 2018 25,000 km Mainland high speed rail network with connections from Hong Kong to 44 Mainland destinations, including Beijing and Shanghai

4 Corporate and M&A / • Yingde Gases Group, China’s largest independent Properties. The transaction was ranked Highly industrial gases supplier, on its sale from Beijing Commended in the FT Asia-Pacific Innovative Originwater Technology and strategic review and Lawyers 2017 Report in the category ‘Legal possible competing offers and ultimate takeover Expertise: Managing Complexity & Scale’ in the by private equity firm PAG Asia Capital. The International firms section transaction was recognised for three awards: it was shortlisted for Private Equity Deal of the Year • Malaysia Airports Holdings Berhad on the sale of at the IFLR Asia Awards 2018; won Deal of the its 10% equity stake in Delhi International Airport Year 2017 at the Asia-mena Counsel Deals of the Private Limited (the Company) to the GMR Group. Year 2017; and was a finalist for Private Equity The Company operates New Delhi Indira Gandhi Deal of the Year 2018 at the China Law & Practice International Airport Awards 2018. It was also ranked ‘Commended’ in the FT Asia-Pacific Innovative Lawyers Report • China Resources (Holdings) Company, controlling 2018 in the category ‘Legal Expertise: Driving shareholder of China Resources Enterprise, in Value’ in the international firms section relation to its acquisition of all the non-beer business segments of CRE for a total consideration • China National Building Material Company of US$3.58 billion Limited (CNBM) in relation its merger by absorption of China National Materials Company • Tembec Inc. (Tembec) on the Chinese merger Limited (Sinoma) by way of share-exchange. This filing in relation to the proposed acquisition of transaction was ranked ‘Commended’ in the FT all outstanding shares of Tembec by Rayonier Asia-Pacific Innovative Lawyers Report 2018 in the Advanced Materials Inc. (Rayonier), valued at category ‘Legal Expertise: Managing Complexity approximately C$475 million and Scale’ in the international firms section. This transaction was also a finalist for M&A Deal • Ideal Jacobs (Malaysia) Corporation Berhad of the Year 2018 at the China Law & Practice on the Hong Kong aspects of the proposed Awards 2018 disposal of Ideal Jacobs (HK) Corporation Ltd and Ideal Jacobs (Xiamen) Corporation to Oriental • China International Capital Corporation (CICC) Dragon Incorporation Limited for a total cash as financial adviser (through China International consideration of RM28.0 million. Ideal Jacobs is Capital Corporation Hong Kong Securities Limited) listed on the ACE Market of Bursa Malaysia to the joint offerors and as lender (through CICC Hong Kong Finance (Cayman) Limited) • OOIL, in relation to the US$6.3 billion cash offer under a certain funds facility, in relation to by UBS on behalf of Faulkner Global Holdings, the privatisation of Dalian Wanda Commercial a wholly-owned subsidiary of COSCO SHIPPING

The work quality is exceptional, the legal skills are outstanding and there is a consistency among their partners on how they react to different situations which is hard to find. We praise the team for their professionalism and the uniformity of quality among partners. All the partners are thought-leaders in their field.

2018 Edition of Chambers Asia-Pacific - Corporate/M&A (International Firms) India

/ Corporate and M&A 5 Holdings, together with Shanghai Port Group, a • Standard Chartered in the sale of its consumer wholly-owned subsidiary of Shanghai International finance businesses in Hong Kong and Shenzhen, Port Group, as joint offerors to acquire all the being PrimeCredit Limited and Shenzhen issued shares in OOIL. The offer was announced PrimeCredit Limited, to a consortium comprising on 7 July 2017, the pre-conditions of the offer China Travel Financial Holdings Co., Limited, were fulfilled on 29 June 2018, and the offer was Pepper Australia Pty Limited and York Capital launched on 6 July 2018. This transaction was Management Global Advisors, LLC recognised in the China Business Law Journal’s Deals of the Year 2017 Report and awarded Deal of • Oversea-Chinese Banking Corporation Limited, the Year 2017 in the Overseas M&A; and Shipping the second largest financial services group in categories. It was also a finalist for M&A Deal Southeast Asia by assets, on its US$4.95 billion of the Year 2018 at the China Law & Practice acquisition of Wing Hang Bank, Limited Awards 2018 • Liu Chong Hing Investment Limited and its • OCBC Bank on its acquisition of National Australia subsidiary, Chong Hing Bank Limited, a Hong Bank’s (NAB) Private Wealth business in Kong-based commercial bank, on the US$1.5 and Hong Kong. The acquisition comprises a billion acquisition by municipality-owned and US$1.7 billion mortgage portfolio of mainly Guangzhou-based Yue Xiu Enterprises (Holdings) residential mortgage loans, and a US$3.05 billion Limited deposit portfolio in a mix of currencies • Swiss Re Ltd on its acquisition from Zurich • PCCW Limited (PCCW) on the sale of an Insurance Company Ltd of a 4.9% shareholding in approximate 11.10% shareholding in HKT Limited New China Life Insurance Company; and on its (HKT). The disposal is being effected by way agreement with Pacific Century Group to invest of a placing, with Goldman Sachs (Asia) L.L.C. up to US$425 million in FWD Group acting as placing agent. Following completion of the placing, PCCW will continue to hold an • MBK Partners on the sale of its majority interest approximate 51.97% majority stake in HKT. The in GSEI Investment Corporation (GSEI) by way of gross proceeds of the placing will amount to bidding, a premier operator of waste-to-energy approximately HK$8.534 billion and water/waste water treatment projects, to Beijing Enterprises Holdings Limited (BEHL). MBK • Swire Beverages Holdings Limited on its entry Partners, together with Hudson Clean Energy into a conditional master agreement with The Partners, sold a total of 92.7% equity interests Coca-Cola Company and a subsidiary of China in GSEI to BEHL. This was a landmark deal in the Foods Limited, and its proposed submission of a environmental protection services industry and bid in an auction conducted in accordance with the largest M&A transaction in China in this sector PRC law to acquire certain assets from the China Foods group

I highly rate Slaughter and May’s corporate practice in Hong Kong. They work with us as partners, have a good understanding of our business and can provide legal advice that really adds value. They have smart people and are a pleasure to work with.

2018 Edition of IFLR1000 Asia-Pacific - Hong Kong M&A

6 Corporate and M&A / • PTT Exploration and Production Public The pre-conditional offer was announced on Company Limited’s successful £1.22 billion 18 February 2016 takeover of AIM-listed Cover Energy plc • CICC as to US and Hong Kong laws on the initial • Dongfeng Motor Group Company Limited public offering and Hong Kong listing of YiChang (Dongfeng), China’s second largest automakeron HEC ChangJiang Pharmaceutical (HK$1.67 billion) its subscription for shares in Peugeot S.A. (Peugeot) for approximately EUR 800 million • China Hengshi Foundation Company Limited as (US$1.1 billion), and its further strategic to US and Hong Kong laws on the global offering partnership with Peugeot to enhance their and listing on the Main Board of the Hong Kong collaboration in research and development and Stock Exchange (HK$650 million) to establish a new joint venture to drive PSA Peugeot Citroën and Dongfeng vehicle sales in • Golden Throat Holdings Group Company the rest of Asia. This will be the largest overseas Limited as to US and Hong Kong laws on its IPO acquisition by a Chinese automaker since 2010 and listing on the Main Board of the Hong Kong Stock Exchange (HK$764.7 million) • Bupa, the international healthcare group, on the acquisition of Quality HealthCare Medical Services • Credit Suisse as to US and Hong Kong laws on the (Quality HealthCare), the largest private clinic global offering and listing on the Main Board of network in Hong Kong, from Fortis Healthcare the Hong Kong Stock Exchange of Union Medical Healthcare Limited (HK$706 million) • Singbridge International Singapore Pte, through its subsidiary Maxwell Investment and • Malaysia Airports Holdings Berhad on the sale of Development Pte, on its formation of a joint its 10% equity stake in Delhi International Airport venture with Cosmos Harvest Development,an Private Limited (the Company) to the GMR Group. indirectly wholly-owned subsidiary of China The Company operates New Delhi Indira Gandhi Merchants Land International Airport

• Union Bancaire Privée, UBP SA on the corporate • China Resources (Holdings) Company, controlling and regulatory aspects of its acquisition of the shareholder of China Resources Enterprise, Hong Kong banking and wealth management in relation to its acquisition of all the non-beer business of Coutts & Co AG from The Royal Bank business segments of CRE for a total consideration of Scotland plc of US$3.58 billion

• China Reinsurance as to US and Hong Kong laws • CICC in its capacity as financial adviser to on the global offering and the listing on the Main Hunan Nonferrous Metals Jinsheng Development Board of the Hong Kong Stock Exchange of its Company Limited and Hunan Nonferrous Metals H shares (US$2 billion), being one of the largest Holding Group in relation to the pre-conditional IPOs in Hong Kong in 2015 voluntary cash offer by CICCHKS on behalf of the Offeror to acquire all of the issued H shares in • CICC, as financial adviser and as lender, of Hunan Nonferrous Metals Corporation Limited, a certain funds facility in relation to the the pre-conditional voluntary cash offer by HNG privatisation offer by Profit Strong Investments to acquire all of the issued domestic shares in the and Max Glory Limited for Dongpeng Holdings Offeree, the voluntary withdrawal of listing of the Company to be implemented by way of a H shares, and the merger by absorption of the pre-conditional scheme of arrangement. Offeree by HNG

/ Corporate and M&A 7 • China Orient Asset Management on the • Ratnakar Bank Limited, one of India’s fastest mandatory general offer made by its subsidiary, growing private sector banks, on English law Smart Success Capital, for the entire issued share aspects of their acquisition of RBS’s business capital of Shanghai Zendai Property other than the banking, credit cards and residential mortgage 50.03% shares already acquired by Smart Success businesses in India from certain existing shareholders • Wanda Commercial Properties (Group) Co., • USUM Hong Kong Limited on its proposed Limited (formerly known as Hengli Commercial acquisition of 16% shares in Chiho-Tiande (HK listed) Properties (Group) Limited), a company listed on under general mandate and proposed conditional the Hong Kong Stock Exchange, on the sale by its further acquisitions of shares and convertible bonds controlling shareholder, Mr. Chen Chang Wei of a to increase its shareholding up to 33%, involving a 65% interest in Hengli to Dalian Wanda Commercial whitewash waiver under the Takeovers Code and a Properties Co., Ltd. and the mandatory total consideration of approximately US$532million unconditional general offer by Wanda for all other shares in Hengli • The Link Management Limited, as manager of The Link Real Estate Investment Trust (The • Chinalco Mining Corporation International in Link REIT), on the acquisition by The Link REIT relation to the global offering of its shares and of EC Mall in Beijing for RMB2, 500 million. The listing on the Main Board of the Stock Exchange transaction is The Link REIT’s first acquisition in of Hong Kong. The global offering raised approximately US$397 million

• 17 underwriters, including China International • PT Borneo Lumbung Energi & Metal Tbk Capital Corporation, HSBC, Credit Suisse and (Borneo), the Indonesian-listed coking coal Goldman Sachs on the US$3.6 billion global producer, on the separation of Asia Resource offering and listing of H shares of PICC on the Hong Minerals Plc (ARMS, formerly Bumi plc) from the Kong Stock Exchange – the largest IPO in Hong Bakrie Group Kong in two years, the fourth largest IPO globally in 2012 and a global record for the number of • Guoco Group on its US$1.1 billion privatisation, underwriters. Asian-Mena Counsel Deal of the Year the second largest privatisation of a Hong Kong- 2012 and IFLR Asia Equity Deal of the Year 2013 listed company since 2000

• China Resources Gas Group Limited on the • Royal Philips Electronics on the Hong Kong US$7.009 billion proposed merger with China law aspects of the transfer of its Lifestyle Resources Power Holdings Company Limited to Entertainment business, which includes Audio, form one flagship energy group under China Video, Multimedia and Accessories, to Japan’s Resources (Holdings) Company Limited Funai Electric Co., Ltd

• Malaysia Airports Holdings Berhad in the • Cable & Wireless Communications Plc on its acquisition of a 40% equity stake in each of İstanbul agreement with CITIC Telecom International Sabiha Gökçen Uluslararası Havalimanı Yatırım Holdings Limited for the sale of its controlling Yapım ve İşletme A.Ş. (ISG) and LGM Havalimanı 51% stake in Companhia de Telecomunicações de İşletmeleri Ticaret ve Turizm A.Ş. (LGM) from the Macau S.A.R.L. for US$749.7 million in cash GMR Group for a total cash consideration, after contract adjustments, of EUR209 million

8 Corporate and M&A / • Diageo on its acquisition of a controlling interest • Nippon Yusen Kabushiki Kaisha (NYK) on its in its existing Chinese joint venture, Sichuan strategic pre-IPO investment in Dalian Port Chengdu Quanxing Group, and the subsequent Company mandatory offer for Sichuan Shui Jing Fang • OOIL on the sale of its Terminals Division to • HAECO on the establishment of a joint venture Ontario Teachers’ Pension Plan Board between HAECO and Cathay Pacific Airways Limited. The joint venture company, HAECO ITM Limited is • the Airport Authority of Hong Kong on its owned by HAECO (70%) and Cathay Pacific (30%) proposed privatisation

• Guangdong Rising Asset Management on its • ICBC International Investment Management proposed acquisition of Caledon for £252 million Limited on its acquisition of a majority interest in an investment company from, and the formation • Prudential on its proposed US$35.5 billion merger of a joint venture with, Rueyyuan Holding with AIA Group Company Limited to invest in certain commercial properties in the People’s Republic of China • Burberry on an agreement to acquire the stores and related assets in China operated by its • Arcadis N.V., the global natural and built long-standing franchisees, for approximately asset design and consultancy firm listed in the £70 million in cash Netherlands, on the acquisition of the inProjects group and the Genesis group • MTR Corporation on its merger with -Canton Railway Corporation • CITIC Securities Corporate Finance on the cash offer on behalf of a controlling shareholder of • China Resources Logic in relation to its China XLX Fertiliser Ltd. (China XLX) for the shares acquisition of China Resources Gas Limited of China XLX from its parent, China Resources (Holdings) Company Limited • CIMB Group, a financial services group operating in South-East Asia, on its acquisition of certain • Swire Pacific and DP World in relation to the cash equities, equity capital markets, corporate disposal of their interests in Phases 1 and 2 of the finance and sector businesses of The Royal Bank Shekou Container Terminal in Shenzhen of Scotland in Hong Kong, China, India, Australia, Taiwan, Thailand, Malaysia, Singapore and Indonesia

They are a very strong law firm. They are technical, they have good relationships with the stock exchange and we are happy with the quality of the service. It’s an intellectual and smart firm, they will get the technical analysis right.

2018 Edition of Chambers Asia-Pacific – Capital Markets (International Firms) China

/ Corporate and M&A 9 • Merrill Lynch as financial adviser to Little Sheep Kong and London and its secondary listing in in its takeover by Yum! Singapore, creating the first London/New York/ Hong Kong/Singapore listed company with a market • Alibaba.com on its HK de-listing and privatisation capitalisation of £14.2 billion (US$20.9 billion) by Alibaba Group and its acquisition of a majority interest in China Civilink • PRADA on its US$2.14 billion listing on the Hong Kong Stock Exchange • Zhengzhou China Resources Gas on its US$102 million HK de-listing and privatisation by China • Swire Pacific and on the spin- Resources Gas Group off and separate listing by way of introduction on the Hong Kong Stock Exchange of Swire Properties • Wing Tai Properties Limited on the sale of its 79.26% controlling interest in Winsor Properties • Metallurgical Corporation of China (MCC), one of Holdings Limited, to the Vanke Group and the the largest engineering and construction companies subsequent mandatory offer for Windsor in the world, in relation to its US$5.2 billion global offering of H shares and A shares and listing on the • China Netcom in relation to its US$1 billion Stock Exchange of Hong Kong and the Shanghai Stock acquisition of a strategic 20% stake in PCCW, Exchange, the world’s third largest IPO of 2009 Hong Kong’s largest telecommunications provider • China National Building Material Company • Swire Pacific on its takeover of Hong Kong (CNBM), one of the largest cement and other Aircraft Engineering Company Limited (HAECO) building material producers in the PRC, in relation to its listing on the Hong Kong Stock Exchange • China Pacific Insurance Group’s US$3.6 billion raising approximately US$265 million global offering and listing on the Hong Kong Stock Exchange, the fourth largest IPO in Asia in 2009. • Dongfeng Motor Group on its global offering and We advised UBS as sole global coordinator and UBS, listing on the Hong Kong Stock Exchange, raising Credit Suisse, China International Capital Corporation approximately US$587 million and Goldman Sachs as the joint sponsors, joint bookrunners and joint leader managers • Semiconductor Manufacturing International Corporation (SMIC) in relation to its global • Alibaba.com’s US$1.5 billion IPO on the Hong offering to raise approximately US$1.9 billion and Kong Stock Exchange, reportedly the largest dual listing on the Hong Kong and New York global technology IPO of 2007. We advised Stock Exchanges Goldman Sachs and Morgan Stanley, as joint global coordinators, and Goldman Sachs, Morgan Stanley • MTR Corporation on its privatisation and US$1.38 and Deutsche Bank, as joint bookrunners billion global offering and listing on the Hong Kong Stock Exchange • China Resources Power Holdings Company’s US$330 million IPO and listing on the Hong Kong • ’s US$5.6 billion global offering Stock Exchange. We advised Morgan Stanley of shares listed on the Hong Kong and New York Stock Exchanges, advising Morgan Stanley and • Prudential, the leading insurance services group, CICC and other underwriters. on the creation of its dual primary listing in Hong

10 Corporate and M&A / Clients remark upon the quality of the firm’s lawyers, stating that they are “professional, learned and able to offer quality advice

Chambers Asia-Pacific 2019 - Corporate/M&A, Asia-Pacific Region

High-quality capital markets practice covering both debt and equity and offering Hong Kong, UK and US law capability. Advises an impressive roster of Hong Kong and PRC clients on IPOs, convertible bonds and MTN programmes. Recently active advising corporate issuers on green bonds and rights offerings. Wins plaudits for a strong working relationships with regulators.

Chambers Asia-Pacific 2019 - Capital Markets, China

/ Corporate and M&A 11 Key contacts

Peter Brien Benita Yu Jason Webber E [email protected] E [email protected] E [email protected]

Lisa Chung Peter Lake John Moore E [email protected] E [email protected] E [email protected]

Clara Choi Natalie Yeung Chris McGaffin E [email protected] E [email protected] E [email protected]

Charlton Tse Jing Chen E [email protected] E [email protected]

Sophisticated Greater China M&A practice based out of its Hong Kong offices. Instructed by a loyal portfolio of significant clients across the region on inbound and outbound mandates, providing a pan-Asia service by working with ‘best friends’ in the region. The firm is especially well known for its work advising clients on M&A in the financial services, insurance and TMT sectors.

Chambers Asia-Pacific 2019 - Corporate/M&A, Asia-Pacific Region

© Slaughter and May This material is for general information only and is not intended to provide legal advice. For further information, please speak to your usual Slaughter and May contact.

May 2019

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