Capital Markets

Morrison & Foerster's Capital Markets practice in China is one of the largest and most active capital markets practices of any international law firm in the region, advising clients on a broad range of corporate financing matters involving Hong Kong, U.S. and English law. Our multi-jurisdictional law capabilities and bilingual teams enhance our competitive position representing both issuers and underwriters on international offerings and cross-border corporate finance matters from our three offices in China, representing both regional and multinational clients.

Our capital markets group is supported by the full resources of more than 220 capital markets lawyers in 15 offices worldwide. The practice consistently ranked as one of the most active securities firms in the United States and Asia, representing issuers and underwriters in hundreds of securities offerings raising more than US$100 billion each year.

Equity Capital Markets

Morrison & Foerster is consistently ranked among the top legal advisers for initial public offerings and other equity-related transactions in Greater China. The firm has extensive experience in representing issuers, underwriters and sponsors throughout the region in connection with equity, including listings and offerings on the Main Board of the Hong Kong Stock Exchange and the Growth Enterprise Market (GEM) Board, listings on SEC-registered offerings in the United States (both New York Stock Exchange or NASDAQ), global securities offerings pursuant to Rule 144A and Regulation S, PIPEs and issuances involving ADR programs.

Debt Capital Markets and Equity-linked Transactions

Morrison & Foerster's debt capital market's team advises on a variety of transactions across in the Asia Pacific region, including the development and issuance of innovative convertible and exchangeable products.

Corporate Advisory and Compliance Practice

Morrison & Foerster 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. We are familiar with disclosure issues faced by dual Hong Kong/PRC listed companies with both listed H- and A- shares and dual reporting obligations faced by these PRC companies on both exchanges.

Our lawyers have close working relationships with the securities regulatory bodies and other PRC governmental authorities, 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.

Industry-Specific Experience

The capital markets practice has developed considerable industry-specific experience in areas involving life sciences, energy and natural resources, automobile, financial services and financial institutions, Internet, semiconductors, and technology.

Notable Matters

• China CITIC Bank Corporation Limited/US$4 Billion A+H Share Rights Issue. We represented China International Capital Corp (CICC) and CITIC Securities as joint underwriters in the US$4 billion A+H Share rights issue of China CITIC Bank Corporation Limited. China CITIC Bank Corporation Limited is China's seventh-largest lender in terms of total assets.
   
• Dalian Port (PDA) Company Limited/US$857 Million A-Share IPO. We represented China's largest oil and container port, Dalian Port (PDA) Company Limited, on Hong Kong listing and compliance issues with respect to its US$857 million A-Share initial public offering on the Shanghai Stock Exchange. The firm also represented Dalian Port in its US$320 million initial public offering on the Hong Kong Stock Exchange, which included a Rule 144A/Regulation S global offering.
   
• China Gold International Resources Corp./US$309 Million HKSE IPO. We represented China Gold International Resources Corp. in its US$309 million initial public offering in Hong Kong. Citigroup Global Markets Asia Limited and BOCI Asia Limited acted as joint bookrunners and joint lead managers. China Gold is controlled by China's biggest gold company.
   
• Sinopharm Group Company Limited/US$1.1 Billion HKSE IPO. We represented China International Capital Corporation, UBS AG, Morgan Stanley Asia Limited, Citigroup Global Markets Asia Limited, and Deutsche Bank AG as underwriters in the US$1.1 billion initial public offering of Sinopharm Group Company Limited on the Hong Kong Stock Exchange. Sinopharm is the largest distributor of pharmaceutical and healthcare products in China. This listing is one of the largest IPOs in 2009, and won a number of industry accolades including Asia Equity Deal of the Year at the IFR Asia Awards 2009 and Best IPO Deal of the Year at the FinanceAsia Awards 2009.
   
• China Zhongwang Holdings Limited/US$1.2 Billion HKSE IPO. We represented UBS, J.P. Morgan, Macquire and CITIC Securities as joint lead managers in the US$1.2 billion initial public offering of China Zhongwang Holdings Limited on the Hong Kong Stock Exchange with a Rule 144A offering in the United States. China Zhongwang Holdings is Asia's largest maker of aluminum extrusion products by capacity.
   
• Angang Steel Company Limited/US$2.6 Billion A + H Dual Rights Issue. 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.
   
• O2 Micro/First Hong Kong & U.S. Dual Listing. 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.
   
• China Zhengtong Auto Services Holdings Limited/US$470 Million HKSE IPO. We represented JP Morgan and CCB International as joint bookrunners in the US$470 million initial public offering of China Zhengtong Auto Services Holdings Limited on the Hong Kong Stock Exchange. China Zhengtong is the second largest BMW dealer and a major 4S dealership group in China.
   
• China Resources Power Holdings Company Limited/US$626.4 Million Share Placement. 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 approximately US$626.4 million. The fully underwritten placement represented approximately 5.12% of the existing issued share capital and comprised of 200 million shares that sold for a 7.95% discount to their last traded price. Morgan Stanley and Citigroup Global Markets Asia Limited were joint placing agents in this share placement.
   
• Sinopharm Group Company Limited/US$440 Million Share Placement. We represented China International Capital Corporation, UBS AG, Morgan Stanley & Co. International plc. as placing agents for Sinopharm Group Company Limited's new H-Share placement raising approximately US$440 million. Sinopharm is the largest distributor of pharmaceutical and healthcare products in China. The firm also represented the underwriters in Sinopharm's US$1.9 billion initial public offering on the Hong Kong Stock Exchange in 2009.