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Capital Markets

Overview

Contact:   Steven L. Toronto, Charles C. Comey or Venantius Tan

Morrison & Foerster’s China practice has considerable experience with public and private offerings of securities representing issuers and underwriters in the Hong Kong and U.S. markets. We are qualified to represent clients as both Hong Kong and U.S. counsel in these offerings. We have represented numerous Chinese companies in their overseas listings, providing them with relevant deal experience and familiarity with listing-related issues. Our lawyers have close working relationships with the U.S. Securities and Exchange Commission, Hong Kong Stock Exchange, China Securities Regulatory Commission, the Ministry of Commerce and other PRC governmental authorities, at both central and local levels, allowing us to assist clients in the resolution of the complex regulatory compliance, approval and other administrative issues that arise when doing deals in China.

The team has substantial experience in a wide array of securities transactions, including U.S. initial public offerings, Hong Kong initial public offerings, secondary offerings and rights issues, ADR programs, Rule 144A private placements, block trades, PIPEs and global offerings. We have also successfully completed major H share, P share and red-chip offshore offerings by PRC-based companies, including Shanghai Petrochemical Co. Ltd., Angang New Steel Co. Ltd., Dalian Port (PDA) Company Limited, Jilin Chemical Industrial Company Limited, China Huiyuan Juice Group Ltd., NetEase.com, Inc., Hurray! Holding Co., Ltd., KongZhong Corporation, and Linktone Ltd. on the Hong Kong or U.S. markets (both NYSE and NASDAQ). We have also pioneered new types of securities transactions including the first Hong Kong Stock Exchange Main Board listing by a NASDAQ-listed company, O2Micro, and the U.S. initial public offering and follow-on securities matters by NetEase.com, Inc., one of the major PRC Internet portals.

The team regularly advises a broad range of privately-owned and state-owned PRC enterprises as well as Hong Kong-based companies on their ongoing compliance with Hong Kong and U.S. securities laws and regulations following their listing on the Hong Kong and U.S. markets.

Representative Matters

Recent Hong Kong offerings on which we have advised include:

  • Angang Steel Company Limited. We represented Angang Steel Company Limited in the unprecedented dual A- and H-share rights issue. The rights issue consisted of 195.8 million H-shares and 1.11 billion A-shares, and raised approximately US$2.6 billion (RMB20 billion). Angang Steel Company is listed on the Hong Kong Stock Exchange and the Shenzhen Stock Exchange, and is China’s second largest steel producer by production.
  • Asia Cement (China) Holdings Corporation. We represented BNP Paribas and ABN AMBRO as joint sponsors of the initial public offering of Asia Cement (China) Holdings on the Hong Kong Stock Exchange with a Rule 144A offering in the United States.
  • Maoye International Holdings. We represented Maoye International Holdings in its US$343 million initial public offering on the Hong Kong Stock Exchange with a Rule 144A offering in the US. Goldman Sachs, UBS, JP Morgan and HSBC were the joint underwriters.
  • Solargiga Energy Holdings Limited. We represented BNP Paribas as sole book runner and lead sponsor of the US$130 million initial public offering of Solargiga Energy Holdings Limited on the Hong Kong Stock Exchange. Solargiga is the first solar power company to list in Hong Kong.
  • China Sunshine Paper. We represented lead managers and underwriters BNP Paribas Capital (Asia Pacific) Ltd. and BOC International Holdings Ltd. as Hong Kong and U.S. counsel in the listing of China Sunshine Paper, the largest white top linerboard producer in China, on the Hong Kong Stock Exchange. The company raised US$76 million (HK$593 million) by selling 100 million shares in the initial public offering.
  • Pacific Online Limited. We represented BNP Paribas Capital (Asia Pacific) Limited, sole global coordinator and lead manager, as Hong Kong and U.S. counsel in the US$120 million (HK$940 million) offer and sale of 285 million new and existing shares of PConline on the Hong Kong Stock Exchange. Pacific Online operates five well-known Internet portals including PConline, one of China’s largest IT product-related portals, and PCauto, China’s second largest automobile content portal.
  • Kingsoft Corporation Limited/US$115 Million HKSE IPO. We represented Kingsoft Corporation Limited, a major China-based software developer and online gaming company, as Hong Kong and U.S. counsel in its US$115 million (HK$891 million) initial public offering on the Hong Kong Stock Exchange. Deutsche Bank AG and Lehman Brothers Asia Limited are joint underwriters.
  • China Resources Power Company Limited. We represented China Resources Power Company Limited, one of the largest Hong Kong-listed power generation companies in Mainland China, in its top-up share placement that raised US$626.4 million (HK$4.6 billion). The fully underwritten placement represents approximately 5.12% of the existing issued share capital and comprises 200 million shares that sold for a 7.95% discount to their last traded price. Morgan Stanley and Citigroup Global Markets Asia Limited acted as joint placing agents.
  • China Huiyuan Juice Group Ltd. We represented China Huiyuan Juice Group Ltd. in its US$345 million IPO under Rule 144A/Reg. S and listing on the Hong Kong Stock Exchange, and its earlier issuance of convertible bonds amounting to an approximate total of US$222.25 million. China Huiyuan Juice Group Ltd. is the leading fruit and vegetable juice manufacturer in China, holding 42% of the market share for pure-fruit juice beverages.
  • Haitian International Holdings Limited. We represented BNP and UBS as joint lead managers in the US$230 million IPO under Rule 144A/Reg. S and listing on the Hong Kong Stock Exchange by China-based Haitian International Holdings Limited on the Hong Kong Stock Exchange. Haitian Holdings is the largest producer of plastic injection moulding machines in the PRC.
  • SunCorp Technologies Limited. We represented Hong Kong-listed SunCorp Technologies Limited, one of the leading manufacturers of telecommunications equipment in the world, in two consecutive rights offerings which raised US$17 million in total.
  • SCUD Group Limited. We represented Cazenove Asia Limited as the global coordinator and sponsor in the US$65 million IPO by SCUD Group Limited on the Hong Kong Stock Exchange. SCUD Group is a leading producer of rechargeable mobile phone battery packs in the PRC.
  • Dalian Port (PDA) Company Limited. We represented Dalian Port (PDA) Company Limited, the leading oil and container port in Northeastern China, in a US$320 million IPO under Rule 144A/Reg. S and listing on the Hong Kong Stock Exchange. This offering is Dalian Port's first public sale of shares on the Hong Kong Stock Exchange and is the largest PRC Port IPO to ever be listed in Hong Kong.
  • O2 Micro Inc. /Listing by Introduction. We represented O2 Micro Inc. as U.S. and Hong Kong counsel in connection with its primary listing by introduction on the Hong Kong Stock Exchange. O2 Micro made history by being the first company to have a dual primary listing on the NASDAQ National Market and the Main Board of the Hong Kong Stock Exchange.
  • Shenzhou International Group Holdings Limited. We represented BNP Paribas as sponsor and lead manager in the US$115 million IPO by China-based Shenzhou International Group Holdings Limited on the Hong Kong Stock Exchange.
  • Angang New Steel Company Limited. We advised Angang New Steel Company Limited in implementing the first-ever State Share Reform Plan by an H-Share company. These reforms are one of the most important recent market reform initiatives by the PRC government to introduce liquidity and listing status for the State shares held by the PRC government in PRC stock exchange-listed companies. Angang Steel's plan involved the US$110 million offering of A shares and warrants to existing shareholders as part of the introduction of liquidity for the State shares held by the controlling shareholder, Anshan Iron & Steel Group Complex.
  • IRICO Group Corporation. We represented China International Capital Corp. (CICC), the premier investment bank in China, in IRICO Group Corporation's US$100 million IPO on the Hong Kong Stock Exchange and its concurrent Regulation S/Rule 144A global offering. CICC was the global coordinator, lead manager and sponsor of the IPO.
  • Star Cruises. We represented the underwriters, DBS Asia Limited and The Development Bank of Singapore Ltd., for a US$150 million rights issue of Star Cruises, the world's fourth-largest cruise operator. Star Cruises is listed on the Main Board of the Hong Kong Stock Exchange. The rights issue was offered to existing shareholders in Hong Kong, Singapore, Malaysia and Isle of Man and involved dealing with a wide range of complex legal issues to facilitate the offering of shares in these different jurisdictions.
  • Listings on the Hong Kong Growth Enterprise Market. We have represented both sponsors and issuers in a number of public offerings on the Growth Enterprise Market including Venturepharm Laboratories Limited, Shandong Weigao Group Medical Polymer Company Limited, Lang Chao Electronics Information Co., and Kanstar Environmental Technology Holdings Ltd. We have also represented GEM-listed companies including Sino Biopharmaceutical Limited and Vitop Bioenergy Holdings Limited in their re-listing on the Main Board of the Hong Kong Stock Exchange.
  • Recent U.S. and global offerings on which we have advised include:
  • China GrenTech Corporation Limited. We represented China GrenTech Corporation Limited, a Shenzhen-based telecom equipment manufacturer listed on the NASDAQ Global Market (Symbol: GRRF), in a SEC-registered secondary sale by its principal pre-IPO investors.
  • Shanghai Century Acquisition Corporation. We are representing Shanghai Century Acquisition Corporation, a special purpose acquisition company listed on the American Stock Exchange, in its US$150 million acquisition of Sichuan Kelun, a leading, privately-held IV solution product producer in China.
  • 3SBio Inc. We represented the founders and selling shareholders in connection with their sale of shares in the US$123 million NASDAQ IPO of 3SBio Inc., a Shenyang-based biopharmaceuticals company.
  • Mosel Vitelic Inc. /US$42 Million U.S. Registered Offering. We represented Mosel Vitelic Inc. (Taiwan: MVI) in its US$42 million sale of shares in ChipMOS TECHNOLOGIES (BERMUDA) Ltd., a NASDAQ-listed provider of semiconductor testing and assembly services. The offering was underwritten by Deutsche Bank Securities.
  • Cathay United Bank Co., Ltd. We advised Cathay United Bank Co., Ltd., in its global offering through its offshore banking unit of US$500 million subordinated notes under Rule 144A and Regulation S, which was Taiwan's first ever offshore lower Tier II U.S. dollar-denominated bond offering.
  • Hurray! Holding Co., Ltd. We represented Hurray! Holding Co., Ltd., in its US SEC-registered IPO and listing of American Depositary Shares on the NASDAQ National Market. Hurray! (Symbol: HRAY) raised US$70.5 million in the offering.
  • KongZhong Corporation. We represented UBS Investment Bank in the US SEC-registered US$100 million IPO of American Depositary Shares on the NASDAQ National Market for KongZhong Corporation (trading symbol: KONG), a Beijing-based wireless interactive services provider.
  • Linktone Ltd We represented Linktone Ltd., a Shanghai-based provider of wireless services for mobile phone users in China, in its US SEC -registered US$86 million initial public offering of American Depositary Shares listed on the NASDAQ National Market (trading symbol: LTON), lead managed by Credit Suisse First Boston.
  • Mandra Forestry Finance Limited. We represented Mandra Forestry Finance Limited as Hong Kong counsel in connection with its issue of US$195 million 12% guaranteed senior notes together with warrants to subscribe for up to 20% of the ordinary equity shares of Mandra Forestry Holdings Limited, the parent corporation of Mandra Forestry Finance Limited. The 10-year international bonds were placed by Morgan Stanley.
  • Cathay Financial Holding Co. Ltd. We represented Cathay Financial Holding Co. Ltd., Taiwan's leading financial group, in a US$500 million GDR offering. The deal was the largest Taiwan GDR offering of 2004. Prior to this offering, we were also Cathay Financial's international counsel in its US$522 million offering of GDRs listed in Luxembourg (both offerings were underwritten by JP Morgan Securities). This offering was recognized by Asiamoney magazine as the “Best Equity Deal of the Year award” for 2003.
  • Other U.S. Securities Matters. We represent a wide range of other companies in their U.S. securities law matters (including ADR programs and disposals of major interests in U.S. listed companies), such as Shanghai Industrial Holdings Limited and Mosel Vitelic Inc.