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Shanghai


22/F Jin Mao Tower
88 Century Boulevard
Pudong New District
Shanghai 200121

T: +86 21 5047 1800
F: +86 21 5047 1600

Our Shanghai office, which opened in 2002, is located in the Jin Mao Tower, the signature office building in the prestigious financial district in Shanghai. The team of Shanghai-based lawyers are supported by the Hong Kong office and the firm’s international tax, corporate, securities and litigation practices, both from the firm’s home office in New York, and from our practices in Washington, D.C., London, Paris, Frankfurt and Moscow.

Today, the firm has fostered an extensive and diverse China practice, including, among others, capital markets, private equity, M&A and foreign direct investment.

Our firm’s commitment to the Asian capital markets practice began in the early 1980s, when we sponsored some of the first Chinese government representatives coming to the United States to learn about law and law firm organization in western countries.  With the opening of our Shanghai office, we have continued to advise on many significant capital market transactions in Asia, and offer our worldwide clients, including multinational financial institutions, significant experience in accessing the global capital markets.  In addition, we have established close relationships with law firms in China, and we regularly draw upon their experience in and knowledge of legal issues of the region to ensure an integrated approach to any capital markets activity.

Representation of the insurance industry has always been a focus of our office.  We were instrumental in structuring China Life Insurance Company Limited’s global initial public offering, the largest IPO in 2003.  The offering was an immediate success, drawing long lines of Hong Kong investors eager to invest in the Chinese shares.  Lawyers from our Shanghai office spent seven months in Beijing on the transaction, working together with lawyers from the firm’s Hong Kong, London, Paris and New York offices.

M&A and foreign direct investment are among our key practice areas.  Our Asian M&A lawyers, strengthened by the firm’s access to global legal resources, are experienced in domestic and cross-border mergers and acquisitions, dispositions, joint ventures, and strategic investments.  We have represented a large number of multinational corporations with regard to their entry into Chinese markets in a wide variety of sectors in China, including aviation, automobile parts, electronics materials, financial institutions, manufacturing, petroleum, semi-conductors and telecommunications.

We have significant experience in private equity and are proud of our ability to couple fund formation capabilities in Asia, Europe and the United States with an internationally acclaimed private equity transaction practice.1 We have worked closely with Chinese government officials to develop user-friendly rules for the formation of venture capital and private equity funds in China, and recently have been helping relevant government agencies in drafting side regulation.

Recent representation highlights of our Shanghai office include:

SECURITIES OFFERINGS AND OTHER FINANCINGS
  • Melco Crown Entertainment Limited on its US$600 million senior notes offering.
  • Sinowind Technologies Holdings. Ltd. in its private equity financing by a private equity fund.
  • Greens Holdings Limited in its IPO on the Hong Kong Stock Exchange.
  • A noted international entertainment company in a proposed private placement of convertible bonds (backed by call spread transactions) in the U.S. and Asia and simultaneous public offer of new shares of the company on NASDAQ.
  • Melco PBL Entertainment (Macau) Limited in its US$581 million follow-on public offering of ADSs on the Nasdaq stock market.
  • China High Speed Transmission Equipment Group Co., Ltd. in its US$313 million IPO on the Hong Kong Stock Exchange and concurrent Rule 144A offering.
  • Underwriters in the US$415.8 million follow-on offering of ADSs of Focus Media, one of China’s leading advertising companies.
  • Dong Feng Motor Group in its HK$4 billion global offering.
  • Bank of China in its conversion from a state-owned entity to a joint stock company as part of the process of becoming a public company.
  • China Life, China’s leading life insurer, in its US$3.46 billion international IPO, the largest IPO in 2003 and winners of numerous industry awards, including “Equity Deal of the Year” by International Financial Law Review, “Deal of the Year”, “Best Equity Deal”, “Best IPO” and “Best Privatization” by FinanceAsia, “Insurance Deal of the Year” and the “International IPO Deal of the Year” by Asian Legal Business.
  • Selling shareholders in the US SEC-registered IPO and Nasdaq listing of Focus Media.
  • A major Chinese telecommunications equipment manufacturer in connection with its proposed 2005 international IPO.
  • Baosteel, China's leading iron and steel manufacturer, in its proposed IPO in Hong Kong and New York (substantially completed but withdrawn because of falling markets in 2001).
  • Huaneng Power International, Inc., in its NYSE and global public offering.
  • The underwriter in a Rule 144A debt offering for Suzhou New Development District.
  • China Construction Bank in connection with its first offering of Yankee bonds under Rule 144A.
  • Bank Sinopac in connection with its proposed IPO (substantially completed but withdrawn because of falling markets).
  • Yizheng Chemical Fibre Company Limited in its privatization through a Hong Kong Stock Exchange IPO and Rule 144A American Depository Receipts offering.
  • JP Morgan in its capacity as the depositary bank in connection with the China National Offshore Oil Corporation in Hong Kong and New York.
  • A Chinese pharmaceutical company in connection with its corporate restructuring and subsequent IPO in New York.
  • China Tire Holdings Limited in its NYSE IPO.
  • CEPA in its US$600 million common share offering.
  • Guangdong Enterprises in a large high-yield bond offering.
  • State Development Bank in its first syndicated bank borrowing, and in a Schedule B Shelf Registration and the first takedown thereunder.

PRIVATE EQUITY INVESTMENTS IN CHINA
  • EIG Global Energy Partners, a leading institutional investor to the global energy sector, in its sale of a minority interest to China Investment Corporation, the sovereign wealth fund of the People’s Republic of China.
  • Alibaba, China’s largest internet group, in its sale of a $1.6 billion stake to a consortium of investors including Silver Lake Technology Management, Digital Sky Technologies, Temasek Holdings and Yunfeng Capital.
  • Asia Mezzanine Capital in its investment in SFO Technologies Private Limited of India, an IT design and manufacturing services provider to leading original equipment manufacturers worldwide.
  • A US PE fund in its investment into a Chinese food packaging company.
  • Prudential in its RMB3.3 billion purchase, as part of a consortium with The Carlyle Group, of 25% of China Pacific Life Insurance Co., Ltd., in connection with a matching RMB3.3 billion investment by controlling shareholder China Pacific Insurance (Group) Co., Ltd.
  • Kleiner Perkins Caufield & Buyers and Ceyuan Ventures in their Series A financing of Venusense Holdings, one of China’s leading network security software companies.
  • Capital International in its private equity investment in Focus Media, a leading advertising company in China.
  • A Telecom/Media/Technology private equity fund in Asia in its investment in a Chinese telecom equipment manufacturer.
  • A U.S.-based fund management company in its investment in a major Chinese airline.
  • A U.S.-based fund management company in its investment in a Chinese joint venture company, and in its proposed divestiture of that investment.
  • The private equity arm of a leading Sino-U.S. joint venture investment bank and its portfolio company in connection with an investment in the portfolio company by a consortium of leading Asia equity funds.
  • AsiaInfo Holdings in a US$15 million Series A round led by Warburg Pincus, Fidelity and Chinavest. The transaction included a complex warrant structure the effect of which was to provide the investors with ratchet protection in the event the company’s EBITDA results two years after the financing were below projections at the time of closing.
  • Chinadotcom in a US$25 million Series A round lead by Mitsui, Edelson Technology Ventures and others. Merrill Lynch acted as the placement agent for this transaction.

CHINA-RELATED PRIVATE EQUITY FUND FORMATION
  • The sponsor of Blue Whale Capital Fund in its fund formation in the Cayman Islands.
  • Various sponsors in their funds for investment (in whole or in part) in China, including AIG, Barings Asia, CDH, Hony, Morgan Stanley and SAIF Partners.
  • The former CFO of the China National Offshore Oil Corporation in the formation of one of the only Sino-Foreign joint ventures in the private equity community in China, and the establishment of that joint venture’s first fund to invest in China. Credit Suisse First Boston is the joint venture partner.

MERGERS AND ACQUISITIONS
  • Alibaba, China’s largest internet group, in its sale of a $1.6 billion stake to a consortium of investors including Silver Lake Technology Management, Digital Sky Technologies, Temasek Holdings and Yunfeng Capital.
  • American International Group in the proposed sale of its Asian life insurance unit, American International Assurance, to Prudential plc for US$35.5 billion.
  • Grand China Logistics Holding (Group) Company Limited in its acquisition of a majority interest in Offshore Heavy Transport AS, a leading Norwegian heavy transport shipping company.
  • Alibaba in its agreement with Yahoo! under which Yahoo! invested US$1 billion and contributed its China operations in return for strategic equity stake in Alibaba.
  • A major institutional shareholder of a company in connection with China's first hostile takeover battle, involving Harbin Breweries, one of China’s leading beer companies.
  • Richina Pacific Limited, a New Zealand Stock Exchange listed company, in its US$23 million acquisition of Shanghai Leather Company Limited.
  • A major Chinese state-owned enterprise (SOE) in its acquisition of certain assets of a U.S. company pursuant to Section 363 of the U.S. Bankruptcy Code and ongoing representation of the same SOE in its acquisition of other assets in the U.S.
  • A Shanghai Stock Exchange-traded company and its majority state shareholder in the transfer of the state-owned shares, with a market capitalization of approximately RMB2 billion, to a consortium of foreign investors, one of the first in its kind.
  • The acquiror in its US$30 million purchase of Bonsun, a Chinese software company.
  • Terra-Lycos, the Spanish telecommunications conglomerate, and Singapore Telecommunications, the largest telecommunications company in Singapore, in the sale of Lycos China, their 50/50 joint venture and one of the leading Internet portals in China.
  • Mezzme, a leading Chinese mobile applications service provider, in a trade sale of the business to a leading Asian media company.
  • A Delaware incorporated Chinese company in its proposed acquisition of a Nasdaq-listed company by way of a general tender offer followed by a short form merger.
  • China's leading iron and steel manufacturer in its acquisition of a 50% equity interest in a subsidiary of a leading Brazilian mining company.
  • A major Swedish telecom company in its investment projects in Beijing and Shanghai.
  • An investment arm of the largest PC maker in China, and four other investors in their 2003 US$23 million strategic investments in a Cayman company that owns a China company developing fiber optics-related technologies.
  • A listed Delaware company operating primarily in China in its 2003 acquisition of the China and Hong Kong human resources management and business intelligence software divisions of a Hong Kong-based software company.

PROJECT FINANCINGS/JOINT VENTURES
  • A leading U.S. telecommunications company in the first State Council-approved telecommunications joint venture, which was formed to provide broadband and other value-added services in Pudong, Shanghai.
  • A European manufacturer in connection with the financing of a special-purpose company to lease diesel generators to provincial and local power companies in Southern China.
  • A Korean chaebol in the construction and operation of two cement plants in Northern China.
  • A U.S. manufacturing company in the establishment of a complex equity joint venture in China between five Chinese and two foreign parties for the manufacture of advanced cable and wire products.
  • A large privately held American company seeking to establish a financial services business in China.
  • A leading U.S. natural resources company in the negotiation of a petrochemical industry joint venture with a Chinese industrial company.
  • Eastman Kodak Company in a series of strategic investments in China in the sensitized goods and photographic equipment area.
  • An offshore investor in a series of investments in onshore auto parts manufacturers.
  • An American producer of specialty chemicals used in offshore oil platforms, in connection with the formation of a Sino-foreign joint venture with an affiliate of the China National Offshore Oil Corporation.
  • Guangzhou Development Industry (Holdings) Co., Ltd. in a secured loan transaction with International Finance Corporation.

GENERAL REPRESENTATION
  • A major U.S. jeweler in connection with its trademark transfer from a joint venture in China to its subsidiary in Belgium.
  • A Chinese IT company in the formation of, and investment in, a subsidiary in an offshore tax efficient jurisdiction.
  • Various U.S. companies in the setting up of their respective operations in the Shanghai Waigaoqiao free trade zone.
  • A major air carrier in connection with its proposed commencement of passenger service to China.

DISPUTE RESOLUTION
  • A major Chinese company in an UNCITRAL arbitration proceeding in Hong Kong with its foreign joint venture partner, which was resolved in favor of the Chinese party.
  • A group of Chinese manufacturers and foreign trade corporations before the United States Department of Commerce in its anti-dumping investigations concerning certain pencil products made in China, resulting in a judgment that dumping had not been demonstrated.
  • Various Chinese companies in connection with the enforcement in the United States of arbitration awards rendered by the China International Economic and Trade Arbitration Commission.
  • A U.S. company in an arbitration proceeding before the China International Economic and Trade Arbitration Commission against its Chinese joint venture partner, involving multiple contract disputes.

 

 

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1    Debevoise & Plimpton LLP's practices are ranked as leading practices in one or more of: Chambers AsiaChambers Global, Chambers USA, Chambers UK, PLC Which Lawyer?, Legal 500, International Financial Law Review.

Key Contact:
E. Drew Dutton
Partner, Hong Kong T:  +852 2160 9818
F:  +852 2810 9828




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