Location: Expertise / Capital Market
Capital Market

We have a strong capital markets team. Our professionals have extensive experience in capital markets legal services, covering stocks, bonds, securitisation, structured financing, and other standard or non-standard equity and debt financing. We are specialized in discovering and identifying legal issues, providing our clients with satisfactory, compliant, feasible and cost-effective solutions through efficient and accurate services. With a deep understanding of law and practical experience, we are particularly specialized in dealing withcomplicated transactions and have been engaged in many precedent or milestone innovative cases.

 

We are the first Chinese law firm engaged in the international capital markets practice. We represented Brilliance Auto China Holdings Limited and China Yuchai International Limited for their listing on the New York Stock Exchange respectively in 1992 and 1994, which are respectively the first and second N-Share offering and listing of PRC-based enterprises on the NYSE.

 

We have led a few groundbreaking precedents in the domestic capital market. These precedents include: in 2006, the first A-shares listing of overseas asset and business in Chinese domestic market - China Merchants Energy Shipping Co., Ltd.; in 2009, the first cross-border stock exchange transaction - Tianjin Port Group subscribed for new shares of Tianjin Port Development Holdings Limited (3382.HK), in exchange for the former’s  controlling interest in Tianjin Port Holdings Co., Ltd. (600717.SH); in 2009, first case of a domestic central military enterprise’s overall listing — China Shipbuilding Industry Group Co., Ltd.; in 2014, the first case of an overseas red chip listed company's spin-off of domestic asset business and reverse takeover on A-shares market — Hong Kong listed company Skyworth Digital Holdings Ltd. (00751.HK) spun off its domestic STB business and returned to A-shares market by reverse takeover of China Resources Jinhua Co., Ltd.(000810.SZ); and in 2020, the first case in Chinese capital market in which an offshore red chip company directly issues A shares and lists in China - China Resources Microelectronics Limited.

 

We completed the first offshore securitisation transaction and the first onshore securitisation transaction. We completed the first offshore securitisation transaction, backed by receivables generated from PRC-based originators’ offshore receivables - 1997 COSCO offshore freight receivables securitisation project; and completed the first onshore securitisation project — securitisation of financial receivables of RMB13.25 billion of China Huarong Asset Management Company in 2003.

 

We witnessed first-case products of bond and structured financing. Representative transactions we served in this field include: Shandong Rizhao Power Plant, the first power plant financed from overseas by virtue of project financing; China Southern Airlines leasing of Boeing aircraft, the first leasing of civil aircraft; Daya Bay Nuclear Power Plant, the first nuclear power plant construction and financing project; the first batch of offshore issuance of Renminbi-denominated bonds in China ("Panda Bonds") by Daimler AG (first overseas non-financial company issuer), HSBC (first overseas financial company issuer) and South Korea (first overseas sovereign state).

 

We've been among one of the most leading Chinese law firms in capital markets. We've been recognized as one of the leading Chinese law firms in capital markets, securitisation and structured financing by international and domestic league tables for consecutively years, including The Legal 500 Asia Pacific, Chambers and Partners and Asian Legal Business.

Equity and Bonds

Since representing the first Chinese company listing on the New York Stock Exchange, we have advised a large number of companies on various forms of stock and bond financing in both domestic and international capital markets, including the Shanghai Stock Exchange, Shenzhen Stock Exchange, National Equities Exchange and Quotations, inter-bank market in China, as well as Hong Kong Stock Exchange, New York Stock Exchange, NASDAQ and stock exchanges in Singapore, London, Toronto, Frankfurt, Seoul, among others.

 

As the legal counsel of either the issuer or the underwriter, we provide services that cover full range of securities related matters, mainly including:

  • initial public offering of shares (IPO) both onshore and offshore;
  • issuing and listing of structured fixed income products;
  • post-IPO offering of listed companies;
  • M&A of listed companies;
  • restructuring and reorganization of listed companies;
  • compliance and corporate governance of listed companies;
  • onshore and offshore issuing and trading of various bond products.

Representative deals

  • First case in Chinese capital markets of a red chip company directly issuing A shares and listing in China—China Resources Microelectronics Limited
  • First SaaS (Software as a Service) company listing—FangDD listed on NASDAQ
  • Tianjin Port Group subscribed for new shares of Tianjin Port Development Holdings Limited (3382.HK), in exchange for the former's  controlling interest in Tianjin Port Holdings Co., Ltd. (600717.SH)
  • The first and second N-Share offering and listing of PRC-based enterprises on the New York Stock Exchange —Brilliance Auto China Holdings Ltd in 1992 and China Yuchai International Ltd in 1994
  • The first perpetual bond issued by domestic non-bank financial institution —China Bond Insurance Co., Ltd.’s  RMB1.5 billion perpetual bond (phase I) in 2019
  • The first issuance of Panda Bonds by an international company in the PRC —Daimler AG’s issuance of "panda bonds" in China in 2014
  • The first issuance of CNY bonds in Hong Kong, London and Taiwan markets —The Dim Sum and Island Bonds issued by China Construction Bank Corporation Ltd as the first batch of Mainland-background issuers between 2008 and 2013
  • The first credit risk mitigation agreement (the Chinese equivalent of CDS) and credit risk mitigation warrants in the PRC —the CRMA and CRMW issued by China Bond Insurance Co., Ltd. as protection seller in 2009

Media's Evaluation

Global Law Office represents clients in both domestic and international securities offerings, including listings on the Hong Kong and Singapore stock exchanges, and is especially known for variable interest entity (VIE) structures and red chip-related work. Regularly sought out for advice on large-scale structured debt issuances. Has also accumulated substantial expertise in acting on asset securitisation products in capital markets. Noted for its excellent cross-border capabilities and a popular choice for novel transactions. Combines its expertise in different industries such as healthcare and electronics to enhance its capital markets offering.
——Chambers-Greater China Region 2022

 

Recognitions

Clients appreciate that "the team understands the needs of clients that come from a different legal environment and provides valuable advice.’” "They offer practical advice and solutions to our issues and questions - good feasible solutions that are easy to operate on," adds another interviewee.
——Chambers-Greater China Region 2022

 

"The whole team is very familiar with capital markets, whether it is domestic or overseas capital markets," comments one source approvingly.
——Chambers and Partners Asia-Pacific 2021

 

Securitisation and Structured Financing

As the first law firm to provide professional services in relation to structured financing business including offshore and onshore securitisation, we maintain a significantly leading position among peers in China. Our services mainly include:

  • providing legal opinions regarding specific issues such as industrial policies, trust contracts, guarantees, taxes, etc. involved in transactions
  • designing structured financing plans
  • participating in negotiation and drafting, reviewing and amending various legal documents
  • conducting due diligence and issuing legal due diligence report on underlying assets related to the structured financing
  • assisting clients with the filings and procedures in applying for various governmental approvals, licenses and registrations
  • issuing legal opinions

Representative deals

  • First finance lease creditors' rights ABS product traded on the Shenzhen Stock Exchange post the registration reform of securitisation product—Shiqiao Phase I ABS
  • First enterprise securitisation project led by commercial banks in the exchange market — "Ningbo Xingguang Gas & Natural Gas supply contract creditors' rights No. 1 ABS"
  • The first onshore securitisation transaction — Securitisation of financial receivables of RMB13.25 billion of China Huarong Asset Management Company in 2003
  • The first offshore securitisation transaction, backed by receivables generated from PRC-based originators’ offshore receivables —the 1997 COSCO offshore freight receivables securitisation project
  • The first issuance of medium-term notes in the PRC interbank bond market — Huadian Group as the first batch of issuers in 2008
  • The first OTC derivatives master agreement and relevant definitions documents in the PRC —as the key drafting member for the NAFMII Master Agreement and its Definitions between 2007 and 2013

Media's Evaluation

A skilled team advising on securitisation and derivatives work, especially recommended for its ability to structure complex products with bespoke features. Often instructed on matters involving structured trust schemes and OTC derivatives, with additional experience handling derivatives disputes. Experienced in transactions involving non-performing loans as the underlying asset. Clients also benefit from its experience handling cross-border transactions as well as its local presences in Beijing, Shanghai and Shenzhen. Counsel of choice for an impressive range of regional and national financial institutions.
——Chambers-Greater China Region 2022

 

What the team is known for A skilled team advising on securitisation and derivatives work, especially recommended for its ability to structure complex products with bespoke features. Often instructed on matters involving structured trust schemes and OTC derivatives, with additional experience handling derivatives disputes. Experienced in transactions involving non-performing loans as the underlying asset. Clients also benefit from its experience handling cross-border transactions as well as its local presences in Beijing, Shanghai and Shenzhen. Counsel of choice for an impressive range of regional and national financial institutions.
——Chambers and Partners Asia-Pacific 2021

 

Recognitions

"The whole team is very familiar with capital markets, whether it is domestic or overseas capital markets," explains one pleased client.
——Chambers and Partners Asia-Pacific 2021

 

Awards & Rankings

Awards

  • 2022, Asia Legal Awards: Nominated in Securities Deal of the Year: Debt - China Construction Bank’s US$2.4 billion tri-product ESG bonds, The Asian Lawyer
  • 2022, Nominated in China Law Awards - Securitization & Derivatives Law Firm of the Year, LEGALBAND
  • 2022, DEALS OF THE YEAR: Debt Securities - China Construction Bank’s multi-currency ESG bonds, China Law & Practice
  • 2022, Nominated in AWARDS 2022 APAC - China-debt capital markets firm of the year; Deals of the year: Debt and equity-linked (China Construction Bank multi-currency ESG bonds issuance), IFLR
  • 2021, Nominated in AWARDS 2021 APAC - China Debt Capital Markets Firm of the Year, IFLR
  • 2021, Nominated in AWARDS 2021 APAC - Restructuring Deal of the Year - Tianqi Lithium, IFLR
  • 2021, Deals of the year 2021 - CCB’s USD18bn ESG-themed bond sale, CSSC’s green and blue dollar bonds, Luso Bank’s panda bond issuance, China Business Law Journal
  • 2020, Deal of the Year for China Resources Microelectronics's A-sharing listing on Star board, China Business Law Journal
  • 2020, Deal of the Year for BlueCity’s Nasdaq listing, China Business Law Journal
  • 2022, Nominated in Debt Market Deal of the Year - Midsize (3 deals): Contemporary Amperex Technology Co., Limited (“CATL”)'s issuance of US$500,000,000 bonds with a coupon rate of 1.5% and a tenor of 5 years through a SPV issuer; CSSC (Hong Kong) Shipping Company Limited (3877. HK) issued USD 500 million green and blue double label bonds in Hong Kong; Global Logistic Properties has successfully issued a total amount of USD850 million green subordinated perpetual bonds in the international market, with a coupon rate of 4.50%, Asian Legal Business
  • 2022, Nominated in Debt Market Deal of the Year - Premium: China Construction Bank successfully issued its landmark multi-currency environmental, social and governance (ESG) bonds, which marks a number of market-firsts in ESG finance, Asian Legal Business
  • 2022, Nominated in Equity Market Deal of the Year-Midsize (2 deals): CR MICRO's private placement of on the Star Market-the first case in Chinese Capital Markets in which a red chip architecture company directly issues A stocks and lists in domestic China; Nayuki's Hong Kong IPO, Asian Legal Business
  • 2021-2022, Nominated in ICS Award Capital Markets Law Firm of the Year - Overseas, Asian Legal Business
  • 2022, Nominated in Capital Markets Law Firm of the Year: East China - Non-local, Asian Legal Business
  • 2022, Nominated in Equity Market Deal of the Year: East China (2 deals): Hong Kong Asia Medical Group's crossover finance in the aggregate amount of USD400 Million, New Frontier Health Corporation's Privatisation, Asian Legal Business
  • 2021, Nominated in Equity Market Deal of the Year - Midsize: China Development Bank Financial Leasing Co., Ltd. 's issuance of USD 700 million 10NC5 secondary capital bonds in the international bond capital market
  • 2021, Nominated in Equity Market Deal of the Year - Premium: Contemporary Amperex Technology Co., Limited’s non-public issuance of stocks
  • 2021, Nominated in Capital Markets Law Firm of the Year: The Coastal Areas - Non-local, Asian Legal Business
  • 2021, Nominated in Equity Market Deal of the Year: The Coastal Areas - China Resources Microelectronics Limited's Initial Public Offering and Listing on Sci-Tech Innovation Board +Private placement of CR MICRO on the Star Market, Asian Legal Business
  • 2020, Made the list of Equity Market Deal of the Year - Midsize: China Resources Microelectronics Limited Initial Public Offering and Listing on Sci-Tech Innovation Board, Asian Legal Business
  • 2020, Nominated in Equity Market Deal of the Year - Midsize: China Resources Microelectronics Limited Initial Public Offering and Listing on Sci-Tech Innovation Board and Douyu’s Nasdaq IPO, Asian Legal Business
  • 2020, Nominated in Debt Market Deal of the Year - Midsize: China Resources Land Limited issuance of USD 1.05 Billion Subordinated Overseas Perpetual Bonds, Asian Legal Business
  • 2016-2020, Nominated in Equity Market Deal of the Year for several times, Asian Legal Business
  • 2018, Nominated in Equity Market Deal of the Year, Asian Legal Business
  • 2017, Equity Market Deal of the Year- Backdoor listing of S.F Express on A-share market, Asian Legal Business
  • 2022, Nominated in Regional Impact Deals: Beijing - Capital Markets - CARsgen Therapeutics Holdings HKD3.1 billion HKSE IPO, IFLR1000 China
  • 2021, Nominated in Deals of The Year - Capital Markets - ZTO Express HKSE secondary listing, IFLR1000 China
  • 2020, Nominated in Deals of The Year - Capital Markets - China Resources Microelectronics SSE STAR Market IPO, IFLR1000 China
  • 2015-2016, 2020 China Business Law Awards: Structured finance & Securitization, China Business Law Journal
  • 2022, Asialaw Awards - China Construction Bank’s landmark multi-currency ESG bond issuance, Asialaw Profiles was named as Impact case and impact deal of the year, Asialaw Profiles
  • 2021, Asialaw Awards - New Development Bank’s Rmb5 billion coronavirus combating bond was named as Impact cases and impact deals of the year, Asialaw Profiles
  • 2021, Asialaw Awards - HNA Group’s bankruptcy restructuring was named as Impact cases and impact deals of the year, Asialaw Profiles
  • 2016, 2018-2020, Securitization & Derivatives Law Firm of the Year for several times, LEGALBAND
  • 2019, Made the list of Deals of the Year for CR Micro’s A-share listing on Star board, China Business Law Journal
  • 2019, Made the list of Deals of the Year for Douyu’s Nasdaq IPO, and Portugal issues RMB2 billion panda bonds, China Business Law Journal
  • 2016, Deals of the Year: Poland issues the first panda bonds by a European sovereign state in China; South Korea issues the first Panda bonds by overseas governments in China, China Business Law Journal
  • 2016, Top China asset securitization deals: Shanghai Housing Provident Fund 2016-1 Home Loan Securitization, China Business Law Journal

Rankings

  • 2022, Recommended firm in Domestic listing, DAWKINS
  • 2022, Recommended firm in Overseas listing, DAWKINS
  • 2022, Recommended firm in Privatization & delisting, DAWKINS
  • 2022, Recommended firm in Securities compliance & litigation, DAWKINS
  • 2022, Top-tier firm in Consumption, DAWKINS
  • 2022, Top-tier firm in New economy, DAWKINS
  • 2022, Recommended firm in Capital Markets: Domestic Issuances, Chambers and Partners Greater China Region
  • 2022, Recommended firm in Capital Markets: Hong Kong and Overseas Issuances, Chambers and Partners Greater China Region
  • 2022, Recommended firm in Capital Markets: Securitisation & Derivatives, Chambers and Partners Greater China Region
  • 2016-2021, Recommended firm in Capital Markets: Domestic Issuances, Chambers and Partners Asia Pacific
  • 2019-2022, Recommended firm in Capital Markets: Domestic Issuances, Chambers and Partners Global
  • 2016-2021, Recommended firm in Capital Markets: Hong Kong and Overseas Issuances, Chambers and Partners Asia Pacific
  • 2019-2022, Recommended firm in Capital Markets: Hong Kong and Overseas Issuances, Chambers and Partners Global
  • 2019-2022, Recommended firm in Capital Markets: Securitisation & Derivatives, Chambers and Partners Global
  • 2015, Recommended firm in Capital Markets: Debts & Equity, Chambers and Partners Asia Pacific
  • 2014-2021, Recommended firm in Capital Markets: Securitization & Derivatives, Chambers and Partners Asia Pacific
  • 2013, Band 1 firm in Capital Markets - Securitization & Derivatives, Chambers and Partners Asia Pacific
  • 2012-2013, Recommended firm in Capital Markets, Chambers and Partners Asia Pacific
  • 2008-2011, Highly Recommended firm in Capital Markets, Chambers and Partners Asia Pacific
  • 2013-2022, Recommended firm in Capital Markets, the Legal 500 Asia Pacific
  • 2011-2012, Top-tier firm in Capital Markets, the Legal 500 Asia Pacific
  • 2001-2010, Top-tier firm in Capital Markets, the Legal 500 Asia Pacific
  • 2022-2023, Highly Recommended firm in Capital markets, Asialaw Profiles
  • 2015-2021, Recommended firm in Capital markets, Asialaw Profiles
  • 2015-2023, Recommended firm in Capital Markets: Debt, Equity, Structured finance and securitization, IFLR1000
  • 2022-2023, Recommended firm in Capital markets (Beijing & Shanghai), IFLR1000 China
  • 2021-2022, Recommended firm in Securities & Capital Markets: Corporate M&A, LEGALBAND
  • 2020, Recommended firm in Capital Markets: Corporate M&A, LEGALBAND
  • 2016-2022, Recommended firm in Securities & Capital Markets: Onshore Issuance, LEGALBAND
  • 2016-2022, Recommended firm in Securities & Capital Markets: Offshore Issuance, LEGALBAND
  • 2016-2022, Top-tier firm in Securitization & Derivatives, LEGALBAND