Asia Infrastructure, Energy and Natural Resources (IEN) Slaughter and May is a leading international firm with a worldwide corporate, commercial and financing practice. We provide clients with a professional service of the highest quality combining technical excellence and commercial awareness and a practical, constructive approach to legal services. We advise on the full range of matters for infrastructure, energy and natural resources clients in Asia, including projects, mergers and acquisitions, all forms of financing, competition and regulatory, tax, commercial, trading, construction, operation and maintenance contracts as well as general commercial and corporate advice. Our practice is divided into three key practice areas: – Infrastructure – rail and road; ports and airports; logistics; water and waste management. – Energy – power and renewables; oil and gas. – Mining and Minerals – coal, metals and minerals. For each regional project we draw on long‑standing relationships with leading independent law firms in Asia. This brings together individuals from the relevant countries to provide the optimum legal expertise for that particular transaction. This allows us to deliver a first class pan‑Asian and global seamless legal service of the highest quality. Recommended by clients for project agreements and ‘interfacing with government bodies’, Slaughter and May’s team is best-known for its longstanding advice to MTR on some of Hong Kong’s key infrastructure mandates. Projects and Energy – Legal 500 Asia Pacific Infrastructure – rail MTR Corporation Limited – we have advised the • Tseung Kwan O Line: The 11.9‑kilometre MTR Corporation Limited (MTR), a long‑standing Tseung Kwan O Line has 8 stations and links client of the firm and one of the Hong Kong office’s the eastern part of Hong Kong Island with the first clients, on many of its infrastructure and eastern part of Kowloon other projects, some of which are considered to be amongst the most significant projects to be • Disney Resort Line: The 3.3‑kilometre Disney undertaken in Hong Kong. Our experience includes: Resort Line has 2 stations and is the first dedicated train line for a Disney theme park in the world Funding We recently advised MTR in its negotiations with the • Kwun Tong Line Extension: The 2.6‑kilometre Hong Kong Government for the further funding for Kwun Tong Line Extension extends the the proposed high‑speed rail project linking Hong MTR Kwun Tong Line from Yau Ma Tei Station to Kong and Mainland China, one of the most significant Whampoa via Ho Man Tin infrastructure projects ever undertaken in Hong Kong. • South Island Line (East): The 7‑kilometre South Island Line (East) has 4 stations and a Legal and regulatory regime maintenance depot and links Admiralty with the We acted for MTR in relation to the establishment of Southern District of Hong Kong the legal and regulatory regime for railways in Hong Kong and were heavily involved in the drafting of all • West Island Line: The 3‑kilometre West Island Line relevant legislation and subsidiary legislation which has 3 stations and extends the MTR Island Line to constitutes Hong Kong’s railway regulatory regime, the Western District of Hong Kong. The project including working closely with the Law Draftsman’s also includes the construction of a number of Department and the Hong Kong Government community facilities Transport and Housing Bureau, and being an integral part of the team involved in the legislative process. • Shatin to Central Link: The 17‑kilometre Shatin to Central Link has 10 stations and 6 Railway Projects new interchanges and is a strategic railway line We acted for MTR in relation to the following that stretches from Tai Wai to Admiralty, across railway projects: Victoria Harbour. It is the largest infrastructure project constructed in Hong Kong (in terms of Hong Kong Lines cost, being approximately HK$80 billion) and is expected to create approximately 15,000 jobs • Airport Express Line: The construction and throughout the construction period funding of the Airport Express Line which links Hong Kong Island to the Hong Kong International • Guangzhou-Shenzhen-Hong Kong Express Airport and has 5 stations. We acted for MTR Rail Link (XRL) The operational and financial in its negotiations with Hong Kong’s colonial arrangements for the HK$84.4 billion pre‑Handover Government in relation to the (US$10.7 billion) Guangzhou‑Shenzhen‑Hong construction and funding of the project. We Kong Express Rail Link (XRL) which opened in also acted for MTR in connection with the September 2018. The XRL comprises a 26 km arrangements between MTR and third party high speed rail link connecting Hong Kong to developers for the construction of significant the 25,000 km Mainland high speed rail network project developments above and adjacent to new with connections from Hong Kong to 44 Mainland railway stations, including an 88 storey office destinations, including Beijing and Shanghai. tower, shopping centres, Four Seasons Hotel, In place is also a customs and immigration offices and large‑scale residential developments co‑location arrangement implemented between 2 Asia Infrastructure, Energy and Natural Resources / the Hong Kong and Mainland Governments which International lines enables passengers to clear Hong Kong and PRC formalities in Hong Kong, further providing for • Stockholm Metro: In November 2009, MTR won faster and more convenient cross‑boundary the franchise to operate the Stockholm Metro for travel. MTR has been appointed the operator of 8 years. The Stockholm Metro system has a total the Express Rail Link for a concession period of route length of 110 kilometres and 100 stations ten years. • Melbourne Metro: In November 2009, MTR won PRC lines the franchise to operate Melbourne Metro for 8 years through Metro Trains Melbourne (MTM). • Beijing: Beijing MTR Corporation Limited, in MTM is a consortium of rail and construction which MTR has a 49% interest, operates Beijing companies, in which MTR has a 60% interest. Metro Line 4, a 28‑kilometre, 24‑station line; Melbourne Metro has a total route length of and Beijing Metro Daxing Line, a 22‑kilometre, 390 kilometres and 217 stations 11‑station extension of Beijing Metro Line 4. Both Beijing Metro Line 4 and Beijing Metro • London Overground: In November 2009, Daxing Line are operated under 30‑year MTR won the franchise to operate London franchises. Beijing MTR Corporation Limited Overground for 7 years through London signed a concession agreement with the Beijing Overground Rail Operations Limited (LOROL). Municipal Government in November 2012 to MTR has a 50% interest in LOROL. The London operate Beijing Metro Line 14, which has a total Overground has a total route length of 124 route length of 47.3 kilometres and 37 stations. kilometres and 57 stations We acted for MTR in relation to structuring issues and its obligations under the Hong Kong Other rail experience includes advising: Stock Exchange Listing Rules • 3i Infrastructure plc on aspects of the sale • Shenzhen: On 1 July 2010, MTR won the franchise of its entire stake in Eversholt Rail Group, to operate Shenzhen Metro Longhua Line (Line 4) one of the three leading rail rolling stock for 30 years through MTR’s wholly‑owned subsidiary, companies in the UK, to CK Investments, the MTR Corporation (Shenzhen). The Shenzhen Metro largest publicly listed infrastructure company Longhua Line (Line 4) has a total route length of in Hong Kong which owns a diverse assortment 20.5 kilometres and 15 stations of UK infrastructure assets, including Northern Gas Networks, UK Power Networks and • Hangzhou: Hangzhou MTR Corporation Limited, Northumbrian Water. CKI is jointly owned by in which MTR has a 49% interest, operates Cheung Kong Infrastructure Holdings Limited Hangzhou Metro Line 1 under a 25‑year concession. and Cheung Kong Holdings Limited. Hangzhou Metro Line 1 has a total route length of 48 kilometres and 31 stations Clients remark upon the quality of the firm’s lawyers, stating that they are “professional, learned and able to offer quality advice”. Corporate/M&A, Asia-Pacific Region, Chambers Asia-Pacific 2019 / Asia Infrastructure, Energy and Natural Resources 3 Ports and airports Ports • COSCO SHIPPING Ports on its: • Orient Overseas International (OOIL) in – conditional agreement with Volcan relation to the: Compañía Minera and Terminales Portuarios Chancay (TPCH) to subscribe for 60% of the – sale of LBCT LLC, which operates the Long shares of TPCH for a total consideration of Beach Container Terminal in Long Beach, US$225 million California, to a consortium led by Macquarie Infrastructure Partners, and the entry into a – conditional agreement with TPIH Iberia 20‑year terminal services agreement, for a total to purchase 51% of the shares of Noatum consideration of US$1.78 billion. Port Holdings for a total consideration of €203.49 million. – US$6.3 billion cash offer by COSCO SHIPPING Holdings for all the issued shares of OOIL. The – acquisition of China Shipping Ports Development transaction has won numerous awards for a consideration of US$1.18 billion. The acquisition formed part of the multi‑billion – disposal of Orient Overseas Developments, dollar reorganisation of the businesses of the a wholly owned subsidiary of OOIL, to COSCO Group and the businesses of the China CapitaLand China Holdings under a share Shipping Group, being the leading companies in sale and purchase agreement following a the PRC shipping industry competitive auction process. The transaction constituted a major transaction