Capital Markets | China


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.

Our capital markets group is supported by the full resources of more than 220 capital markets lawyers in 16 offices worldwide. The practice consistently ranks 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 offerings, including listings on the Main Board and the Growth Enterprise Market (GEM) Board of the Hong Kong Stock Exchange, SEC-registered offerings in the United States (both New York Stock Exchange and 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 markets team advises on a variety of transactions across the Asia Pacific region, including convertible and exchangeable investment-grade debt securities, high-yield debt, and RMB-denominated bonds.

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 also familiar with the disclosure issues and reporting obligations faced by dual Hong Kong- and PRC-listed companies with both listed H and A shares.

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 complex regulatory compliance, approval and other administrative issues that arise when doing deals in China.

Industry-Specific Experience

Our 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

  • Shanghai Fosun Pharmaceutical (Group) Co., Ltd./US$512 Million HKSE IPO. We represented Shanghai Fosun Pharmaceutical (Group) Co., Ltd. in its US$512 million initial public offering on the Hong Kong Stock Exchange, which was the third largest Hong Kong IPO of 2012 at the time of listing. UBS, CICC, JP Morgan, and Deutsche Bank acted as Joint Bookrunners and Joint Lead Managers.
  • China CITIC Bank Corporation Limited/US$4 Billion A+H Share Rights Issue. We represented China International Capital Corporation 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. Citi and Bank of China International acted as joint bookrunners and joint lead managers. China Gold is controlled by China's largest gold company.
  • Sinopharm Group Company Limited/US$1.1 Billion HKSE IPO. We represented China International Capital Corporation, UBS, Morgan Stanley, Citi, and Deutsche Bank 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 was 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, JP 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 its 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. 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 was comprised of 200 million shares. Morgan Stanley and Citi were joint placing agents in this share placement.
  • Sinopharm Group Company Limited/US$440 Million Share Placement. We represented China International Capital Corporation, UBS, and Morgan Stanley 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.

Chambers Global 2011
Asia-Pacific: Capital Markets
China/Hong Kong: Capital Markets: International & Hong Kong Law: Equity


Chambers Asia 2011
Asia-wide: Capital Markets: Equity
China: Capital Markets: Equity: International Firms
China: Capital Markets: US Law: International Firms


IFLR1000 2012
China: Capital Markets: Foreign Firms
Hong Kong: Capital Markets: Equity


Legal 500 Asia-Pacific 2011-2012
Hong Kong: Capital Markets: Equity


Here is what they say about us:

"Earns ranking for its 'experience and international reach'."
(Legal 500 Asia-Pacific 2011)

"Spot-on on the issues, very commercial and always helpful."
(IFLR1000 2010)

"Earns ranking for its 'experience and international reach'."
(Legal 500 Asia-Pacific 2011)

"Interviewees applaud the 'high level of senior partner involvement' in deals, a factor that explains the team's success in heavyweight transactions."
(Chambers Global 2009)

Venantius Tan
Partner
Hong Kong
852 25850836

The MoFo Guide to Compliance for Hong Kong Listed Companies
The MoFo Guide to Compliance for Hong Kong Listed Companies


The MoFo Guide to
Hong Kong IPOs
English Version and 中文版


The MoFo Guide to
U.S. Privatizations
English Version and 中文版


Our Hong Kong Capital Markets Quarterly News publication summarizes the latest market and regulatory developments in Hong Kong. 

美富的香港资本市场业务季刊主要概述上一季度的香港市场和监管发展状况。


Tier 1 in Capital Markets in China
(Legal 500 Asia-Pacific 2010-2011)


Leading law firm for Capital Markets: International & Hong Kong Law: Equity
(Chambers Asia and Chambers Global 2008-2011)


"Sound legal knowledge and a particular edge on how to deal with Chinese clients."
(IFLR1000 2011 )


"Earns ranking for its 'experience and international reach'."
(Legal 500 Asia-Pacific 2010/2011)

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