Beijing and Shanghai. Asia Pacific.
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1 Beijing and Shanghai Asia Pacific
2 Beijing and Shanghai Asia Pacific A&O in China 9 partners 25+ years in China 12 offices across Asia Pacific 80% of work on cross-border mandates Allen & Overy was one of the very first international firms to establish a foothold in mainland China in 1987, through its participation in a consultancy set up to introduce international legal services to China. This is five years before foreign firms were allowed to establish a presence in China under their own name. Being one of the first in China has helped us sustain a stronghold in a number of key areas critical to cross-border business. It has also underpinned our position as one of very few go to firms for pioneering inbound and outbound deals, many of which have set a benchmark for Chinese corporations going global. Our China Group spans the globe and includes over 200 lawyers in Mainland China, Hong Kong, London, New York, Sydney and Continental Europe. International Law Firm of the Year IFLR Asia Awards 2014 M&A Team of the Year IFLR Asia Awards 2014 Banking & Finance International Team of the Year China Law & Practice Awards 2014 International Real Estate Law Firm of the Year Asian Legal Business Awards 2014 Syndicated Acquisition Finance Law Firm of the Year APLMA Awards 2014 Best Project Finance Law Firm The Asset Triple A Regional Awards 2014 Allen & Overy LLP 2015
3 Beijing and Shanghai Asia Pacific Our experience Banking & Finance Corporate/ M&A Shuanghui/Smithfield Foods Advising the mandated lead arrangers on a USD4 billion debt financing for Shuanghui s USD7.1bn acquisition of Smithfield Foods. Awarded Outbound Deal of the Year, China Law & Practice Awards 2014, and Best China Deal and Best Cross Border M&A Deal, FinanceAsia Awards Dynagreen Advising Dynagreen (as borrower) and Beijing state-owned Assets Management Co. (as guarantor) on the portfolio waste-to-energy project financing by Asian Development Bank one of the first facilities to be provided by an offshore lender to a PRC company in RMB (rather than USD). Awarded Project Finance Deal of the Year, China Law & Practice Awards Vinh Tan 1 Advising a group of Chinese lenders on the project financing of the 1,200 MW Vinh Tan 1 BOT power project in Vietnam to be invested in by China Sourthern Power Grid Corporation, China Power International and Vinacomin. Awarded 2013 Deal of the Year, China Business Law Journal Inbound Starr Advising on its acquisition of a 39.19% share in Dazhong Insurance Company. With its 20% stake acquired in 2011 (on which we also advised), this acquisition will take Starr s holding to 60% upon completion it will be the first approval granted by the China Insurance Regulatory Commission allowing a foreign investor to hold a majority stake in a PRC insurance company. Reckitt Benckiser Advising on its acquisition of Oriental Medicine Company, a Hong Kong holding company for three operating companies in China, which produces and distributes over-the-counter health products and traditional Chinese medicine products. JP Morgan Advising on its pre-ipo investment in a state-owned PRC high-tech software developer. The investment comprises two tranches, one being an onshore capital increase and the other a share sale and purchase of a shareholder of the target at the offshore level. Outbound ICBC Advising on its acquisition of 75.5% of the issued share capital of Tekstil Bankası, listed on Borsa Istanbul, from GSD Holding for approximately USD316 million. China Vanke Advising on its first investment in North America (a joint venture with Tishman Speyer), to acquire a 1.7 acre area of land located in San Francisco. Awarded Real Estate & Construction Deal of the Year, China Law & Practice CPI International Minerals Co. Ltd. Advising CPIIM, a wholly-owned subsidiary of China Power Investment Corporation, on the signing of the mining convention for CPIIM s world-scale alumina project in the Republic of Guinea the first mining convention signed since the recent comprehensive overhaul of the country s mining legislation, and a cornerstone for the complex USD6bn resource and infrastructure project. Allen & Overy LLP 2015
4 Private Equity Real Estate Intellectual Property PGGM Advising PGGM, a Dutch pension fund, on its co-investment with an Asiafocused infrastructure fund, in several water treatment facilities in China. Baring Private Equity Partners (Asia) Limited Advising on various investments in the PRC including a minority equity investment in a software programming business. Avenue Capital Advising on its USD52m Series B financing into certain Cayman and PRC entities of a group owning the Century 21 exclusive real estate brokerage franchise in the PRC. Brookfield Advising on its pre-ipo USD500m investment (with an ability to subscribe for a further USD250m) in convertible perpetual securities in China Xintiandi, part of the Shui On Land group, which owns interests in a portfolio of real estate assets in prime Shanghai locations. Tishman Speyer Advising on its (i) joint venture arrangement with Chengtou Group, a PRC state-owned real estate company and (ii) acquisition of equity interests in multiple project companies established by Lujiazui Group, a PRC state-owned developer, to jointly develop a portfolio of land in a prime location in the Bund area of Shanghai. Warburg Pincus Advising on its investments in the PRC including in (i) the e-shang logistics joint venture, (ii) an investment into a portfolio of joint ventures with Shanghai Red Star Macalline, and (iii) in CDG Retail, a related retail development and asset management company. Abbott Laboratories Obtaining the first preliminary injunction in a patent infringement case in the history of the Beijing courts on behalf of Abbott, based on a design patent. Novartis Representing Novartis in obtaining a preliminary injunction against off-label use that infringes Novartis patent by a generic company in Beijing the first preliminary injunction of this kind in China. RF Micro Devices Acting as lead counsel to RF Micro Devices on enforcing trade secrets against its former employees and the competing companies set up by them.
5 Regulatory International banks Advising on their various QFII/ RQFII investment structures relevant to their exposure to the PRC securities market via the investment quota of RQFIIs/QFIIs. Compliance Advising a financial institution on various compliance matters in relation to its derivatives business from the perspectives of the Dodd-Frank Act in the U.S., EMIR in the EU, and the relevant derivative related regulations in Japan, Hong Kong and Singapore. Derivatives exposure/ Lehman Advising eight PRC banks including Bank of China, China Construction Bank, China Development Bank and The Export and Import Bank of China on their derivatives exposure to Lehman entities. Tier 1 Competition/ Antitrust Practice Two years in a row, IFLR & 2013 Antitrust & Competition Merck KGaA Advising on its public takeover of AZ Electronic Materials involving seven filings around the world, including a four month complex review in China. Seagate Technology Advising on the EU and worldwide merger control aspects of its USD1.4bn acquisition of the hard disk drive business of Samsung Electronics. The acquisition was cleared after Phase II proceedings around the world and involved coordinating strategy, not only with the EU Commission but also with the US FTC, KFTC, JFTC and MOFCOM. Awarded Matter of the Year by Global Competition Review Jinchuan Group Limited Advising on its multi-jurisdictional merger filings in respect of its takeover of Metorex, a South Africanbased producer of copper and cobalt listed on the Johannesburg Stock Exchange one of the first multijurisdictional filings conducted by a Chinese state-owned enterprise. Allen & Overy LLP s team is consistently impressive and noted for its strategic thinking, and has expertise across the full range of banking and finance, including global loans, acquisition finance, project finance, restructuring, real estate finance, asset finance, derivatives, structured finance, investment funds, and China inbound and outbound investment. Legal 500, Banking and Finance, 2014 provides world-class legal support in China, with consistent quality and professionalism across the board. Chambers Asia, Corporate/M&A (China),
6 For more information, please contact: Beijing Allen & Overy LLP, Beijing office 46th Floor China World Tower No. 1 Jian Guo Men Wai Avenue Beijing PRC Tel Fax Shanghai Allen & Overy LLP, Shanghai office 15F, Phase II, Shanghai IFC, 8 Century Avenue, Pudong, Shanghai PRC Tel Fax Office contacts Joseph Tse Senior Partner, Greater China Tel joseph.tse@allenovery.com Richard Kim Managing Partner, Beijing and Shanghai Tel richard.kim@allenovery.com Benjamin Bai Partner, Shanghai Tel benjamin.bai@allenovery.com Matthew Bisley Partner, Shanghai Tel matthew.bisley@allenovery.com Victor Ho Partner, Beijing Tel victor.ho@allenovery.com Yvonne Ho Partner, Beijing Tel yvonne.ho@allenovery.com Jane Jiang Partner, Beijing Tel jane.jiang@allenovery.com Ling Li Partner, Beijing Tel ling.li@allenovery.com Ji Zou Partner, Shanghai Tel ji.zou@allenovery.com GLOBAL PRESENCE Allen & Overy is an international legal practice with approximately 5,000 people, including some 526 partners, working in 46 offices worldwide. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi Casablanca London Rome Amsterdam Doha Luxembourg São Paulo Antwerp Dubai Madrid Shanghai Athens (representative office) Bangkok Düsseldorf Frankfurt Mannheim Milan Singapore Sydney Barcelona Hamburg Moscow Tokyo Beijing Hanoi Munich Toronto Belfast Ho Chi Minh City New York Warsaw Bratislava Hong Kong Paris Washington, D.C. Brussels Istanbul Perth Yangon Bucharest (associated office) Budapest Jakarta (associated office) Johannesburg Prague Riyadh (associated office) Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP s affiliated undertakings. Allen & Overy LLP 2015 CS
7 Hong Kong Asia Pacific
8 Hong Kong Asia Pacific A&O in Hong Kong 21 partners 25+ years in Hong Kong 12 offices across Asia Pacific 69% of work involving at least two countries With more than 25 years in Hong Kong, Allen & Overy has a long history of advising clients on their most challenging transactions, matters and disputes across all key areas of business. Our Hong Kong team is the largest in the region, and a core element of our Greater China offering which also includes offices in Beijing and Shanghai. We are widely recognised for our expertise in handling complex, multi-jurisdictional transactions and our work from our Hong Kong base extends across most of Asia Pacific, with a particular focus on India, South Korea and the Philippines. International Law Firm of the Year IFLR Asia Awards 2014 M&A Team of the Year IFLR Asia Awards 2014 Best Project Finance Law Firm The Asset Triple A Regional Awards 2014 Syndicated Acquisition Finance Law Firm of the Year APLMA Awards 2014 #1 Asia Pacific (ex Japan) Loans: Lender Adviser Bloomberg Financial Tables (2013) #1 Asia Pacific Syndicated Loans: Lender Adviser Thomson Reuters Tables (2013) #1 Asia Pacific (ex Japan) G3 Bonds: Manager Adviser Thomson Reuters Tables (2013) Allen & Overy LLP 2015
9 Hong Kong Asia Pacific Our experience Banking Capital Markets: Debt Capital Markets: Equity Shuanghui/ Smithfield Foods Advising the mandated lead arrangers on providing the USD4bn debt financing for Shuanghui s USD7.1bn acquisition of Smithfield Foods. Acquisition awarded Best Cross Border M&A Deal and Best China Deal, FinanceAsia Awards Vinashin Advising the facility agent and steering committee of creditors on the (approx.) USD630m restructuring of Vinashin (Vietnam), as part of a wider restructuring of Vinashin s financial indebtedness. Awarded Restructuring Deal of the Year, IFLR Asia Awards Industrial and Commercial Bank of China (Asia) Limited (ICBC) Advising the joint global coordinators and joint bookrunners on the issue of USD500m Tier 2 Subordinated Notes due 2023 by ICBC, the first US dollar-denominated Basel III-compliant note issuance by a bank in Asia, and the first Tier 2 subordinated note issuance in Hong Kong since the Banking (Capital) (Amendment) Rules came into effect on 1 January Awarded Debt & Equity-Linked Deal of the Year, IFLR Asia Awards China CITIC Bank International Advising the joint global coordinators and bookrunners on the USD300m Basel III compliant Tier 2 subordinated notes for China CITIC Bank International, the first such issuance with a partial write-off structure, and only the second Tier 2 subordinated note issued in Hong Kong under the new banking capital rules effective 1 January 2013 (we also advised on the first). Sinopec Engineering Advising Sinopec Engineering on its USD1.3bn IPO. Awarded Deal of the Year, Asian- MENA Counsel Awards They re responsive, reliable, and not just very competent technically but also commercially astute. They understand the products and the business. Chambers Asia Pacific, Capital Markets (China), 2015 Allen & Overy LLP 2015
10 Derivatives & Structured Products M&A Project Finance Synthetic CDO Transaction Acting for Standard Chartered Bank on the establishment, issuance and listing of the USD3bn Sealane II CLO, a synthetic collateralised loan obligation (CLO) transaction with a reference portfolio (value USD3bn) of trade finance receivables with an underlying asset class comprising short dated trade finance obligations. This deal is, to our knowledge, the only recent public deal which has closed securitising such assets and gaining regulatory relief. ING Advising on the divestment of ING s Asian insurance and investment management businesses; including on the completed USD2bn sale of its Hong Kong, Macau and Thailand insurance operations to Pacific Century Group, the completed USD1.7bn sale of its Korean life business to MBK Partners and on the ongoing disposal of other regional insurance assets to private equity and strategic investors. Industrial and Commercial Bank of China Limited (ICBC) Advising ICBC on its acquisition of 75.5% of the issued share capital of Tekstil Bankası(Tekstilbank) from GSD Holding for TRY669m (approximately USD316m). Nghi Son Refinery Our regional projects team is advising the export credit agencies and commercial lenders on the USD5bn financing of the Nghi Son Refinery and Petrochemical project in Vietnam (total project costs will be in excess of USD9bn). Sophisticated issues explained in a really straightforward manner the team accelerated the whole process in a fantastic way. Chambers Asia Pacific, Projects & Infrastructure (China), 2014
11 Disputes DBS Bank Winning a landmark decision for DBS (Hong Kong) in a financial product mis-selling case. The court vindicated DBS on both facts and law, and awarded it its full claim. The judgment clarified the Hong Kong legal position on contractual estoppel, execution-only banking services, and relevance of regulatory codes and consumer protection laws. Investment Treaty Landmark Advising an international bank in its successful claim against Sri Lanka under the Germany- Sri Lanka Bilateral Investment Treaty regarding an oil hedging agreement between the bank and the state-owned oil company. This investment treaty case is few against an Asian State and is the first investment treaty case to consider whether a derivative can be a qualifying investment. Regulatory Contentious/ non-contentious Advising an international financial institution on client data management across 12 jurisdictions in Asia Pacific including Hong Kong, Singapore and China. The matter involved analysing and advising on bank secrecy and customer confidentiality, outsourcing (including approval and notification aspects), data privacy and resulting self-report issues with the local regulators, and it involved both our regulatory investigation and non-contentious compliance teams working closely together across the region. Their expertise not only across different practice areas but also across different jurisdictions allows us as a company to use them as a one-stop shop. All this translates into accuracy, efficiency and reliability. Chambers Asia Pacific, Corporate/M&A (China), 2015 They re both exceptional lawyers and commercially pragmatic, but in a way that neither strength compromises the other. They deliver under pressure and view our relationship with them holistically and on a longterm basis, not just at a transactional level. Chambers Asia Pacific, Capital Markets (China),
12 For more information, please contact: Hong Kong Allen & Overy 9th Floor Three Exchange Square Central Hong Kong SAR Tel Fax Office contacts Vicki Liu Managing Partner, Hong Kong Tel Thomas Brown Project Finance Tel Simon Clarke Litigation Tel Matthew Gearing QC International Arbitration Tel Gary McLean Corporate Tel Ian Powell Banking Tel Yvonne Siew Regulatory Tel Walter Son International Capital Markets Tel Ross Stewart Derivatives and Structured Finance Tel GLOBAL PRESENCE Allen & Overy is an international legal practice with approximately 5,000 people, including some 525 partners, working in 46 offices worldwide. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi Casablanca London Rome Amsterdam Doha Luxembourg São Paulo Antwerp Dubai Madrid Shanghai Athens (representative office) Bangkok Düsseldorf Frankfurt Mannheim Milan Singapore Sydney Barcelona Hamburg Moscow Tokyo Beijing Hanoi Munich Toronto Belfast Ho Chi Minh City New York Warsaw Bratislava Hong Kong Paris Washington, D.C. Brussels Istanbul Perth Yangon Bucharest (associated office) Budapest Jakarta (associated office) Johannesburg Prague Riyadh (associated office) Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an individual with equivalent status in one of Allen & Overy LLP s affiliated undertakings. Allen & Overy LLP 2015 CS
Beijing and Shanghai. Asia Pacific. www.allenovery.com
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