Corporate and M&A Hong Kong / PRC / Asia Pacific

Slaughter and May is a leading international law firm with a worldwide corporate, commercial and financing practice. We provide our clients with a professional service of the highest quality combining technical excellence with commercial awareness and a practical, constructive approach to legal issues. Slaughter and May has a long-standing presence in Asia, opening our office in Hong Kong in 1974 and our office in Beijing in 2009. We have extensive experience of a wide range of corporate and M&A transactions in Hong Kong, the People’s Republic of China and across the Asia Pacific region. Slaughter and May has an award winning and tier 1 corporate and M&A practice in Hong Kong and Asia: the firm recently won the Innovation in Corporate Law Award at the FT Asia-Pacific Innovative Lawyers Awards 2014 and is ranked highly in all legal trade directories including Chambers Asia 2016, the Asia Pacific Legal 500 2016, IFLR 1000 2016 and Who’s Who Legal 2016. We practice English and Hong Kong law and provide US securities law capability for capital markets transactions in Hong Kong. We advise on the full range of corporate, M&A and commercial work, including: • private acquisitions and disposals • capital markets • public mergers and acquisitions • private equity

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joint ventures restructuring commercial agreements corporate governance.

International and regional work are central to our practice and we regularly advise on cross-border transactions involving multiple jurisdictions. Our close working relationships with market leading independent law firms throughout the region ensure that we are able to deliver an integrated pan-Asian legal service of the highest quality.

Our corporate and M&A experience

• Alibaba Group Holding Limited in relation to – its proposed acquisition, through its subsidiary Alibaba Investment Limited, of the media business of SCMP Group Limited (SCMP), a company listed on the Hong Kong Stock Exchange, for a total consideration of approximately HK$2.06 billion – t he injection of its Online Movie Ticketing and Yulebao businesses into Alibaba Pictures Group Limited. The total consideration for the asset purchase is approximately HK$4.06 billion (approximately US$520 million) • COSCO Pacific Limited on its -a  cquisition of China Shipping Ports Development Co., Limited, which is interested in a portfolio of container terminals in the PRC and other parts of the world, for a consideration of RMB7.63 billion (approximately US$1.18 billion) - formation of its joint venture with China Merchants Holdings and China Investment Corporation for the acquisition of approximately 65% of Kumport Terminal. The remaining shares are owned by the State General Reserve Fund of the Sultanate of Oman • Standard Chartered in the sale of its consumer finance businesses in Hong Kong and Shenzhen, being PrimeCredit Limited and Shenzhen PrimeCredit Limited, to a consortium comprising China Travel Financial Holdings Co., Limited, Pepper Australia Pty Limited and York Capital Management Global Advisors, LLC • Oversea-Chinese Banking Corporation Limited, the second largest financial services group in Southeast Asia by assets, on its US$4.95 billion acquisition of Wing Hang Bank, Limited

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• Liu Chong Hing Investment Limited and its subsidiary, Chong Hing Bank Limited, a Hong Kong-based commercial bank, on the US$1.5 billion acquisition by municipality-owned and Guangzhou-based Yue Xiu Enterprises (Holdings) Limited • Swiss Re Ltd on its acquisition from Zurich Insurance Company Ltd of a 4.9% shareholding in New China Life Insurance Company; and on its agreement with Pacific Century Group to invest up to US$425 million in FWD Group • PTT Exploration and Production Public Company Limited’s successful £1.22 billion takeover of AIM-listed Cover Energy plc • Dongfeng Motor Group Company Limited (Dongfeng), China’s second largest automakeron its subscription for shares in Peugeot S.A. (Peugeot) for approximately EUR 800 million (US$1.1 billion), and its further strategic partnership with Peugeot to enhance their collaboration in research and development and to establish a new joint venture to drive PSA Peugeot Citroën and Dongfeng vehicle sales in the rest of Asia. This will be the largest overseas acquisition by a Chinese automaker since 2010 • Bupa, the international healthcare group, on the acquisition of Quality HealthCare Medical Services (Quality HealthCare), the largest private clinic network in Hong Kong, from Fortis Healthcare • Singbridge International Singapore Pte, through its subsidiary Maxwell Investment and Development Pte, on its formation of a joint venture with Cosmos Harvest Development,an indirectly wholly-owned subsidiary of China Merchants Land • Union Bancaire Privée, UBP SA on the corporate and regulatory aspects of its acquisition of the Hong Kong banking and wealth management business of Coutts & Co AG from The Royal Bank of Scotland plc Corporate and M&A /

• China Reinsurance as to US and Hong Kong laws on the global offering and the listing on the Main Board of the Hong Kong Stock Exchange of its H shares (US$2 billion), being one of the largest IPOs in Hong Kong in 2015 • CICC, as financial adviser and as lender, of a certain funds facility in relation to the privatisation offer by Profit Strong Investments and Max Glory Limited for Dongpeng Holdings Company to be implemented by way of a pre-conditional scheme of arrangement. The pre-conditional offer was announced on 18 February 2016 • CICC as to US and Hong Kong laws on the initial public offering and Hong Kong listing of YiChang HEC ChangJiang Pharmaceutical (HK$1.67 billion) • China Hengshi Foundation Company Limited as to US and Hong Kong laws on the global offering and listing on the Main Board of the Hong Kong Stock Exchange (HK$650 million) • Golden Throat Holdings Group Company Limited as to US and Hong Kong laws on its IPO and listing on the Main Board of the Hong Kong Stock Exchange (HK$764.7 million) • Credit Suisse as to US and Hong Kong laws on the global offering and listing on the Main Board of the Hong Kong Stock Exchange of Union Medical Healthcare Limited (HK$706 million) • Malaysia Airports Holdings Berhad on the sale of its 10% equity stake in Delhi International Airport Private Limited (the Company) to the GMR Group. The Company operates New Delhi Indira Gandhi International Airport • China Resources (Holdings) Company, controlling shareholder of China Resources Enterprise, in relation to its acquisition of all the non-beer business segments of CRE for a total consideration of US$3.58 billion

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• CICC in its capacity as financial adviser to Hunan Nonferrous Metals Jinsheng Development Company Limited and Hunan Nonferrous Metals Holding Group in relation to the pre-conditional voluntary cash offer by CICCHKS on behalf of the Offeror to acquire all of the issued H shares in Hunan Nonferrous Metals Corporation Limited, the pre-conditional voluntary cash offer by HNG to acquire all of the issued domestic shares in the Offeree, the voluntary withdrawal of listing of the H shares, and the merger by absorption of the Offeree by HNG • China Orient Asset Management on the mandatory general offer made by its subsidiary, Smart Success Capital, for the entire issued share capital of Shanghai Zendai Property other than the 50.03% shares already acquired by Smart Success from certain existing shareholders • USUM Hong Kong Limited on its proposed acquisition of 16% shares in Chiho-Tiande (HK listed) under general mandate and proposed conditional further acquisitions of shares and convertible bonds to increase its shareholding up to 33%, involving a whitewash waiver under the Takeovers Code and a total consideration of approximately US$532million • The Link Management Limited, as manager of The Link Real Estate Investment Trust (The Link REIT), on the acquisition by The Link REIT of EC Mall in Beijing for RMB2, 500 million. The transaction is The Link REIT’s first acquisition in Mainland China • 17 underwriters, including China International Capital Corporation, HSBC, Credit Suisse and Goldman Sachs on the US$3.6 billion global offering and listing of H shares of PICC on the Hong Kong Stock Exchange – the largest IPO in Hong Kong in two years, the fourth largest IPO globally in 2012 and a global record for the number of underwriters. Asian-Mena Counsel Deal of the Year 2012 and IFLR Asia Equity Deal of the Year 2013

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• China Resources Gas Group Limited on the US$7.009 billion proposed merger with China Resources Power Holdings Company Limited to form one flagship energy group under China Resources (Holdings) Company Limited

• PT Borneo Lumbung Energi & Metal Tbk (Borneo), the Indonesian-listed coking coal producer, on the separation of Asia Resource Minerals Plc (ARMS, formerly Bumi plc) from the Bakrie Group

• Malaysia Airports Holdings Berhad in the acquisition of a 40% equity stake in each of İstanbul Sabiha Gökçen Uluslararası Havalimanı Yatırım Yapım ve İşletme A.Ş. (ISG) and LGM Havalimanı İşletmeleri Ticaret ve Turizm A.Ş. (LGM) from the GMR Group for a total cash consideration, after contract adjustments, of EUR209 million

• Guoco Group on its US$1.1 billion privatisation, the second largest privatisation of a Hong Kong-listed company since 2000

• Ratnakar Bank Limited, one of India’s fastest growing private sector banks, on English law aspects of their acquisition of RBS’s business banking, credit cards and residential mortgage businesses in India • Wanda Commercial Properties (Group) Co., Limited (formerly known as Hengli Commercial Properties (Group) Limited), a company listed on the Hong Kong Stock Exchange, on the sale by its controlling shareholder, Mr. Chen Chang Wei of a 65% interest in Hengli to Dalian Wanda Commercial Properties Co., Ltd. and the mandatory unconditional general offer by Wanda for all other shares in Hengli • Chinalco Mining Corporation International in relation to the global offering of its shares and listing on the Main Board of the Stock Exchange of Hong Kong. The global offering raised approximately US$397 million

• Royal Philips Electronics on the Hong Kong law aspects of the transfer of its Lifestyle Entertainment business, which includes Audio, Video, Multimedia and Accessories, to Japan’s Funai Electric Co., Ltd • Cable & Wireless Communications Plc on its agreement with CITIC Telecom International Holdings Limited for the sale of its controlling 51% stake in Companhia de Telecomunicações de Macau S.A.R.L. for US$749.7 million in cash • Diageo on its acquisition of a controlling interest in its existing Chinese joint venture, Sichuan Chengdu Quanxing Group, and the subsequent mandatory offer for Sichuan Shui Jing Fang • HAECO on the establishment of a joint venture between HAECO and Cathay Pacific Airways Limited. The joint venture company, HAECO ITM Limited is owned by HAECO (70%) and Cathay Pacific (30%) • Guangdong Rising Asset Management on its proposed acquisition of Caledon for £252 million • Prudential on its proposed US$35.5 billion merger with AIA Group

Slaughter and May’s eminence is illustrated by its role on a series of major Hong Kong takeovers, most notably in the financial services industry. Corporate (Including M&A), Legal 500 Asia Pacific 2016

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Corporate and M&A /

• Orient Overseas (International) Limited (OOIL) on its disposal of residential, hotel and commercial development property assets in the PRC to CapitaLand

• the management team of HSBC Private Equity (Asia) Limited (HPEA) on its management buy-out of HPEA, subsequently renamed Headland Capital Partners Limited

• Hony Capital, the private equity arm of Legend Holdings (the parent of Lenovo Group), on its acquisition for up to US$100 million of a 15% indirect interest in the Soalala iron ore mining project in Madagascar

• Gold Best Holdings on its HK$3,550 million sale of shares in Lee & Man Paper Manufacturing Nippon Paper Group

• Hines, a privately-owned international real estate firm, on the US$353.5 million disposal by two of its sponsored funds of their 70% controlling interest in two PRC property projects • Burberry on an agreement to acquire the stores and related assets in China operated by its long-standing franchisees, for approximately £70 million in cash • MTR Corporation on its merger with Kowloon-Canton Railway Corporation • CITIC Group on the sale of its indirect interest in JSC Karazhanbasmunai • China Resources Logic in relation to its acquisition of China Resources Gas Limited from its parent, China Resources (Holdings) Company Limited • ANZ on its acquisition of assets from RBS, including retail, wealth and commercial businesses in Taiwan, Singapore, Indonesia and Hong Kong and institutional businesses in Taiwan, the Philippines and Vietnam

• Swire Pacific and DP World in relation to the disposal of their interests in Phases 1 and 2 of the Shekou Container Terminal in Shenzhen • Nippon Yusen Kabushiki Kaisha (NYK) on its strategic pre-IPO investment in Dalian Port Company • OOIL on the sale of its Terminals Division to Ontario Teachers’ Pension Plan Board • the Airport Authority of Hong Kong on its proposed privatisation • ICBC International Investment Management Limited on its acquisition of a majority interest in an investment company from, and the formation of a joint venture with, Rueyyuan Holding Company Limited to invest in certain commercial properties in the People’s Republic of China • Arcadis N.V., the global natural and built asset design and consultancy firm listed in the Netherlands, on the acquisition of the inProjects group and the Genesis group • CITIC Securities Corporate Finance on the cash offer on behalf of a controlling shareholder of China XLX Fertiliser Ltd. (China XLX) for the shares of China XLX

This top quality firm has a well-deserved reputation for the quality of its work. ‘Slaughter and May are just what you expect…they give the best advice on the most complicated deals. Top quality advice from some of the best lawyers available’. China, IFLR 1000 Asia, 2013

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• CIMB Group, a financial services group operating in South-East Asia, on its acquisition of certain cash equities, equity capital markets, corporate finance and sector businesses of The Royal Bank of Scotland in Hong Kong, China, India, Australia, Taiwan, Thailand, Malaysia, Singapore and Indonesia

• Prudential, the leading insurance services group, on the creation of its dual primary listing in Hong Kong and London and its secondary listing in Singapore, creating the first London/New York/ Hong Kong/Singapore listed company with a market capitalisation of £14.2 billion (US$20.9 billion)

• Merrill Lynch as financial adviser to Little Sheep in its takeover by Yum!

• PRADA on its US$2.14 billion listing on the Hong Kong Stock Exchange

• Alibaba.com on its HK de-listing and privatisation by Alibaba Group and its acquisition of a majority interest in China Civilink

• Swire Pacific and Swire Properties on the spin-off and separate listing by way of introduction on the Hong Kong Stock Exchange of Swire Properties

• Zhengzhou China Resources Gas on its US$102 million HK de-listing and privatisation by China Resources Gas Group • Wing Tai Properties Limited on the sale of its 79.26% controlling interest in Winsor Properties Holdings Limited, to the Vanke Group and the subsequent mandatory offer for Windsor • China Netcom in relation to its US$1 billion acquisition of a strategic 20% stake in PCCW, Hong Kong’s largest telecommunications provider • Swire Pacific on its takeover of Hong Kong Aircraft Engineering Company Limited (HAECO) • China Pacific Insurance Group’s US$3.6 billion global offering and listing on the Hong Kong Stock Exchange, the fourth largest IPO in Asia in 2009. We advised UBS as sole global coordinator and UBS, Credit Suisse, China International Capital Corporation and Goldman Sachs as the joint sponsors, joint bookrunners and joint leader managers • Alibaba.com’s US$1.5 billion IPO on the Hong Kong Stock Exchange, reportedly the largest global technology IPO of 2007. We advised Goldman Sachs and Morgan Stanley, as joint global coordinators, and Goldman Sachs, Morgan Stanley and Deutsche Bank, as joint bookrunners • China Resources Power Holdings Company’s US$330 million IPO and listing on the Hong Kong Stock Exchange. We advised Morgan Stanley

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• Metallurgical Corporation of China (MCC), one of the largest engineering and construction companies in the world, in relation to its US$5.2 billion global offering of H shares and A shares and listing on the Stock Exchange of Hong Kong and the Shanghai Stock Exchange, the world’s third largest IPO of 2009 • China National Building Material Company (CNBM), one of the largest cement and other building material producers in the PRC, in relation to its listing on the Hong Kong Stock Exchange raising approximately US$265 million • Dongfeng Motor Group on its global offering and listing on the Hong Kong Stock Exchange, raising approximately US$587 million • Semiconductor Manufacturing International Corporation (SMIC) in relation to its global offering to raise approximately US$1.9 billion and dual listing on the Hong Kong and New York Stock Exchanges • MTR Corporation on its privatisation and US$1.38 billion global offering and listing on the Hong Kong Stock Exchange • China Unicom’s US$5.6 billion global offering of shares listed on the Hong Kong and New York Stock Exchanges, advising Morgan Stanley and CICC and other underwriters

Corporate and M&A /

Sources say: ‘They are practical and find solutions rather than creating issues; they had a good understanding of the transaction. They would be our first choice for future transactions’. Chambers Global, 2013 (Asia Pacific)

This renowned international firm has a long-standing reputation for excellence in the corporate and M&A arenas and fields leading corporate teams in Hong Kong and Beijing. Chambers Global, 2013 (Asia Pacific)

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Key contacts

Peter brien

Benita Yu

Jason Webber

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David Watkins

Lisa Chung

Peter Lake

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John Moore

Clara Choi

Natalie Yeung

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Charlton Tse

Roger Cheng

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E  [email protected]

‘They are one of the pre-eminent global firms.’ ‘I wouldn’t rank Slaughter and May anywhere except at the very top.’ ‘The depth of quality they have is really impressive, they have a top team of world-class lawyers and I wouldn’t hesitate to use them’. Chambers Asia, 2013

© Slaughter and May 2016 This material is for general information only and is not intended to provide legal advice. For further information, please speak to your usual Slaughter and May contact. May 2016 OSM0007064_V03