Jiangsu Lopal Tech. Co., Ltd. (“Lopal Tech”, stock code: 2465.HK), an A-share listed company, successfully completed its listing on the Main Board of the Hong Kong Stock Exchange on October 30, 2024. In this H-share listing, Lopal Tech issued 100 million shares at an offering price of HKD 5.5 per share, raising approximately HKD 550 million. As part of the transaction, Lopal Tech introduced Harvest International Premium Value (Secondary Market) Fund SPC, acting on behalf of and for the account of Harvest Oriental SP, as a cornerstone investor with a total investment of HKD 110 million. Founded in 2003, Lopal Tech is one of the world's major Lithium Iron Phosphate (LFP) cathode material manufacturers and one of mainland China's renowned automotive specialty chemical manufacturers. The company holds major market positions in the LFP cathode material industry and multiple sub-segments of the automotive specialty chemical industry. According to the industry consultant Frost & Sullivan's report, in terms of sales volume in 2023, Lopal Tech is: the fourth largest LFP cathode material manufacturer in China and the world, with a global market share of 6.5%; the third largest diesel exhaust fluid manufacturer in mainland China, with a market share of 9.1%; and the third largest coolant manufacturer in mainland China, with a market share of 5.8%. The funds raised from this listing are expected to be partially used for expenses for the second phase of its Indonesia plant, for the new lithium-ion manganese iron phosphate (LMFP) production lines at its Xiangyang Plant in Hubei Province, and for other purposes. Fangda Partners acted as the Hong Kong legal counsel to the joint sponsors and underwriters. Guotai Junan Capital Limited and Halcyon Capital Limited acted as joint sponsors. Guotai Junan Securities (Hong Kong) Limited, Halcyon Securities Limited and ICBC International Securities Limited acted as overall coordinators and joint global coordinators. Fangda is committed to advancing with TMT companies, witnessing their significant achievements in capital markets and becoming a loyal partner in their development, as well as fully collaborating with sponsor partners on every Hong Kong listing transaction. Fangda’s Hong Kong team was led by partner Arnold PANG. Team members included associates Gloria IP, Evey FAN and Simon XU.

Akeso, Inc. (“Akeso”) is a biopharmaceutical company dedicated to the research, development, manufacture and commercialization of innovative and affordable antibody drugs for patients worldwide. Akeso was listed on the Main Board of the Hong Kong Stock Exchange (HKEX) on April 24, 2020, with the stock code “09926.” Starting in early 2024, Akeso completed two share issuances on the HKEX to expand its shareholder and capital base, strengthen its financial position, and further promote its business development. In addition to issuing 24,800,000 shares on the HKEX in March 2024, Akeso completed another issuance of 31,700,000 shares on the HKEX in October 2024, accounting for 3.53% of Akeso's total issued shares after the completion of the issuance. The total proceeds from this issuance are approximately HKD 1,942.58 million, which will mainly be used for the global and the China clinical development of Akseo's core products, the development of other clinical pipeline products in oncology and immunology, and the commercialization of existing approved products, as well as for general corporate purposes. On October 15, 2024, Akeso received approval from the HKEX for the listing of the 31,700,000 newly issued shares. Fangda Partners acted as Akeso’s PRC legal counsel and participated throughout the entire process of the overseas share issuance, including by assisting Akeso in completing the filing procedures with the China Securities Regulatory Commission. The Fangda team was led by partners Jeffrey DING and Yvette LIU. Team members included counsels HU Shuwen and FANG Yuan, as well as associate ZHENG Chunyuan.

On October 23, 2024, ASMPT Limited ("ASMPT", stock code 0522.HK), a company listed on the main board of the Hong Kong Stock Exchange, and Shenzhen Original Advanced Compounds Co., Ltd. ("Zhizheng", stock code 603991.SH), a company listed on the main board of the Shanghai Stock Exchange, announced that Zhizheng intends to acquire 99.97% of the shares of Advanced Assembly Materials International Limited (“AAMI”) from 14 counterparties. Those counterparties include ASMPT’s wholly-owned subsidiary ASMPT Hong Kong Holding Limited. This acquisition will be achieved through asset swap, share issuance, and cash payment. Additionally, Zhizheng will dispose of 100% equity in its wholly-owned subsidiary Shanghai Original Advanced Compounds Co., Ltd., and raise supporting funds (“transaction”). In this transaction, ASMPT’s wholly-owned subsidiary will sell its 49% stake in AAMI to Zhizheng. Zhizheng will pay share and cash consideration to ASMPT’s subsidiary. After the transaction, ASMPT will hold at least 20% of Zhizheng’s shares. The specific disclosures regarding this transaction will be based on the announcements issued by ASMPT and Zhizheng. This transaction constitutes a material asset restructuring of Zhizheng, subject to the approval and filing procedures of the stock exchange and securities regulatory authorities. The completion of the transaction is also subject to the satisfaction of conditions precedent provided in the transaction documents. This transaction aligns with China’s M&A policies to encourage transforming and upgrading new quality productive forces, strengthening the resilience and security of the semiconductor supply chain, and attracting more high-quality foreign investments into China’s A-share market for long-term investment. Headquartered in Singapore, ASMPT is a global leader in semiconductor packaging equipment and the largest supplier of surface-mount technology solutions. ASMPT is the only company worldwide that provides high-quality solutions for all key steps in electronics manufacturing process, and offers solutions to a vast range of end-user devices, including electronics, mobile communications, computing, automotive, industrial, and LED (display). AAMI is one of the top five global suppliers of lead frames. Initially part of ASMPT’s materials division, AAMI became a joint venture in 2020 with investments from ASMPT, Wise Road Capital, and other investors. AAMI specializes in the design, development, production, and sale of lead frames. It has manufacturing plants in Chuzhou (Anhui province), Shenzhen (Guangdong province), and Malaysia. AAMI has been deeply involved in the lead frame sector for over 40 years, with products widely used in industries such as automotive, computing, communications, and consumer semiconductors. It is a global leader in sales volume, product quality, and technology. After acting as ASMPT’s PRC legal counsel and assisting ASMPT in converting AAMI into a joint venture in 2020, Fangda has continued to assist in the planning and advancing of the current transaction, including transaction design, regulatory compliance for HKEx-listed and A-share companies, and drafting and negotiating transaction documents. The transaction not only involved the material asset restructuring and asset swap of an A-share listed company but also involved cross-border M&A, cross-border share swap, foreign strategic investments, and other complex regulatory issues. The successful completion of this transaction will undoubtedly promote the cross-border integration and capital operations in China’s semiconductor industry. The Fangda team was led by partners LUO Ke and Aaron CHEN. Key team members included counsels Napoleon ZHAO and Johnny CHEN, as well as associate Alicia XU.

On October 21, 2024, WuXi AppTec (HongKong) Limited, a wholly-owned subsidiary of WuXi AppTec Co., Ltd. (603259.SH/2359.HK, “WuXi AppTec”) successfully completed the issue of US$500 million zero coupon guaranteed convertible bonds due 2025 (the “Bonds”). The Bonds are guaranteed by WuXi AppTec and are convertible into fully paid ordinary H-shares of WuXi AppTec of par value of RMB1.00 per share. The net proceeds from the subscription of the Bonds, after the deduction of fees, commissions and expenses payable, will be approximately U.S.$494.4 million, and will be utilized in the following manner: (a) approximately 70% will be used for global expansion; (b) approximately 20% will be used for refinancing indebtedness; and (c) approximately 10% will be used for general corporate purposes. The listing of and permission to deal in the Bonds on the Hong Kong Stock Exchange became effective on October 22, 2024. Fangda Partners acted as the PRC legal advisor to WuXi AppTec and provided comprehensive legal services to the transaction.

On 29 September 2024, CSPC Pharmaceutical Group Limited (1093.HK, “CSPC”) announced that, Shanghai JMT-BIO Technology Co., Ltd (“JMT-BIO”), a wholly-owned subsidiary of CSPC, has entered into an exclusive license agreement (the “Agreement”) with Jiangsu Alphamab Biopharmaceuticals Co., Ltd. (“Jiangsu Alphamab”) to develop, sell, offer for sale and commercialize JSKN003 (a biparatopic HER2-targeting antibody-drug conjugate (“ADC”)) (the “Product”), for the treatment of tumor-related indications (the “Field”) in mainland China (excluding Hong Kong, Macau or Taiwan) (the “Territory”). According to the terms of the Agreement, JMT-BIO will obtain the exclusive license and sublicense rights (the “License”) to develop, sell, offer for sale and commercialize the Product, bear all costs associated with the clinical development activities and become the sole marketing authorization holder (MAH) for the Product for the Field in the Territory. As consideration for the License, JMT-BIO agreed to pay Jiangsu Alphamab an upfront payment of RMB400 million and development and regulatory milestone payments of up to RMB830 million, subject to the development progress of the Product in the Territory. JMT-BIO also agreed to pay Jiangsu Alphamab potential sales milestone payments of up to RMB1.85 billion, and tiered royalties of double-digit percentage based on net sales of the Product for the Field in the Territory. The Product, JSKN003, is a biparatopic HER2-targeting ADC, of which a topoisomerase I inhibitor is linked to the N-glycosylation site of the antibody KN026 (a recombinant humanized antiHER2 bispecific antibody) via the glycosite-specific conjugation. The click reaction-based conjugation confers better serum stability than maleimide-Michael reaction-based conjugation. The biparatopic HER2 targeting enables the Product to have a stronger internalization induction and bystander killing effect, leading to potent anti-tumor activity in HER2 expression tumors. Currently, a phase I clinical study in Australia, phase I/II and phase III clinical studies in China of JSKN003 are undergoing. The Fangda team provided comprehensive legal services to CSPC. The team was led by Corporate partners Josh SHIN and Henry HE in transaction structures design, transaction documents negotiations and revisions. Team members included counsel Muriel HE, associates Audrey LUO, Xiaoyan LIANG and Essie ZHAO.

On September 26, 2024, TCL Technology Group Corporation ("TCL Technology," stock code: 000100.SZ) and LG Display Co., Ltd. ("LGD," NYSE: LPL; KRX: 034220) announced that, TCL Technology’s subsidiary, TCL China Star Optoelectronics Technology Co., Ltd. ("TCL CSOT"), intends to acquire an 80% stake in LG Display (China) Co., Ltd., and a 100% stake in LG Display (Guangzhou) Co., Ltd., and related technology and support services essential for operations from LGD. The base purchase price for the acquisition is CNY10.8 billion, subject to adjustments. The formal agreement has been signed, and the transaction closing is contingent upon the fulfillment of certain conditions precedent. The deal is expected to close in the first quarter of 2025. This significant transaction marks a milestone in the development of the global LCD panel market by Chinese display companies. It also represents a key industry acquisition between a Chinese high-tech manufacturing giant and a global multinational enterprise amidst the global supply chain transformation in manufacturing. The acquisition will enable TCL CSOT to leverage economies of scale and industry synergies. After the acquisition, LG Display (China) Co., Ltd. and TCL CSOT's T9 production line, both located in Guangzhou, will form a "Twin Star" factory setup. This setup will help optimize resource allocation, reduce operational costs, improve efficiency, enhance production line competitiveness, and boost the company's long-term profitability. Fangda acted as both the lead counsel and the transaction legal counsel for TCL CSOT, providing comprehensive transactional services and legal advice. The transaction was jointly supported by Fangda’s Shenzhen office and its Hong Kong office in the Greater Bay Area, as well as the Shanghai office and the Beijing office. Fangda’s integrated approach ensured the efficient execution and progression of the deal. The acquisition was led by corporate partner Qiang Ma. Key Corporate team members included counsels Haipan Hu associate Claire Li and others . The Antitrust team, led by partners Michael Han and Jin Wang, handled the multijurisdictional merger control filings. Key Antitrust team members included counsel Joy Wong and associates Derek Liu and Jeanette Zhang. Dispute Resolution partners Daniel Huang and Zhou Chen provided crucial legal support as well. In recent years, Fangda’s Greater Bay Area corporate team has been committed to assisting leading industrial clients in executing various key M&A transactions. This acquisition represents another major transaction in the high-end manufacturing sector that Fangda has facilitated between 2023 and 2024.

The Ministry of Finance of the People’s Republic of China (the “MOF”), representing the Central People's Government of the People’s Republic of China, successfully issued €2 billion sovereign bonds (the “Bonds”) in Paris, France on September 25, 2024. Fangda Partners acted as the PRC legal counsel to the Joint Lead Managers in issuance of the Bonds. The Bonds included €1.25 billion 3-year bonds and €750 million 7-year bonds, with a total subscription amount of €16.2 billion, 8.1 times the issuance size. The Bonds will be listed on both the Hong Kong Stock Exchange and the Euronext Paris. This year marks the 60th anniversary of the establishment of diplomatic relations between China and France. The Bonds is the second Chinese sovereign bond to be priced in France and listed on the Euronext Paris since 2019 and will also be listed on the Hong Kong Stock Exchange this time. Moreover, the Bonds is the first foreign currency-denominated sovereign bond issued by the MOF after 2021. The Joint Lead Managers for the Bonds included Bank of China Limited, Bank of Communications Co., Ltd. Hong Kong Branch, Agricultural Bank of China Limited Hong Kong Branch, Merrill Lynch (Asia Pacific) Limited, China Construction Bank (Asia) Corporation Limited, China International Capital Corporation Hong Kong Securities Limited, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG, London Branch, Goldman Sachs (Asia) L.L.C., The Hongkong and Shanghai Banking Corporation Limited, ICBC International Securities Limited, J.P. Morgan Securities plc, Société Générale, Standard Chartered Bank (Hong Kong) Limited, and UBS AG Hong Kong Branch. Since 2015, Fangda Partners has been the only PRC legal team involved in the MOF's sovereign bond projects, providing professional, high-quality and efficient legal services for sovereign bond issuances by the MOF to international investors for years. The Fangda team for this project was led by partners JIANG Xueyan and HUO Wanhua. Key team members included HU Yanhui and Ellyn AI.

Shanghai Bao Pharmaceuticals Co., Ltd. (“Bao Pharma”) and its wholly-owned subsidiary Suzhou Centergene Pharmaceuticals Co., Ltd. (“Centergene”) have entered into license and supply agreements with Organon China, a healthcare company with a focus on women’s health, for innovative investigational asset in assisted reproductive technology (ART) SJ02 on September 12, 2024. Organon China will acquire the exclusive commercialization rights of SJ02 in China Mainland. SJ02, developed by Centergene, a wholly-owned subsidiary of Bao Pharma, is a long-acting recombinant human follicle-stimulating hormone carboxyl-terminal peptide fusion protein (FSH-CTP) designed for controlled ovarian stimulation (COS) in combination with a gonadotropin-releasing hormone (GnRH) antagonist to facilitate the development of multiple follicles in women undergoing assisted reproductive technology (ART) programs. Positioned to potentially become the first long-acting FSH available in China, SJ02 is currently under review by China’s regulatory agency. The current COS regimen in ART requires daily FSH injections until the day of hCG administration. SJ02 is designed to initiate and maintain follicular growth in the ovaries for one week. If approved, a single-dose injection of SJ02 has the potential to offer an alternative to the current treatment regimen. According to the terms of the agreement, Bao Pharma and its wholly-owned subsidiary Centergene will receive a USD12 million upfront payment with additional development and commercial milestone payments. The Fangda team provided comprehensive legal services to Bao Pharma and Centergene. The team was led by Corporate partners Josh SHIN and Henry HE in transaction structures design, transaction documents negotiations and revisions. Team members included counsel Bella WANG, associates Audrey LUO and Essie ZHAO

Kyowa Kirin, a global leading R&D company for innovative drugs, announced on August 1, 2024, that it has reached a series of asset restructuring arrangements with Winhealth. Under the terms of the agreement with WinHealth, Kyowa Kirin China Pharmaceutical Co., Ltd., including its five established brands in China, will be transferred to a special-purpose company that will inherit them under Winhealth at a transfer price of up to RMB 720 million. Additionally, Kyowa Kirin has entered into a promotion and distribution agreement with WinHealth for commercial rights to Kyowa Kirin’s global products (CRYSViTA® and POTELIGEO®). The equity transfer under this transaction is expected to be completed by September 30, 2024. Fangda acted as Kyowa Kirin’s legal counsel in the transaction, leveraging our extensive experience in equity acquisitions, asset spin-offs, pipeline licensing, and commercial partnership transactions within the life sciences and healthcare industry, as well as leveraging our multilingual capabilities to efficiently communicate with all transaction parties in Japanese, English, and Chinese. We fully participated in the drafting, revision, and negotiation of all transaction documents, providing Kyowa Kirin with comprehensive one-stop, high-quality legal services. Kyowa Kirin aims to discover novel medicines with life-changing value. As a Japan-based Global Specialty Pharmaceutical Company, Kyowa Kirin has invested in drug discovery and biotechnology innovation for more than 70 years and is currently working to engineer the next generation of antibodies and cell and gene therapies with the potential to help patients affected by a severe or rare disease. Kyowa Kirin’s commitment to its values, to its sustainable growth, and to its helping people smile unites it across four regions — Japan, Asia Pacific, North America, and EMEA/International. Hong Kong Winhealth Pharma Group is a leading biopharmaceutical company based in Hong Kong, with commercial operations across the Greater China Area and an expanding regional footprint in Asia and Europe. Specializing in the commercialization of innovative medicines, the company is dedicated to delivering breakthrough therapies for patients with cardio-renal, gastrointestinal, respiratory and anti-infectious and rare diseases, as well as other unmet and severely underserved medical needs. The Fangda team was led by Corporate partners Haiping Sun and Chen Lu, with Life Sciences & Healthcare partners Josh Shin and Henry He providing support for the drafting, revision, and negotiation of the license agreement and related ancillary agreements. Team members included counsel Echo Qin and associates Jiali Yang, Elisa Liu, Jinjin Lu and Yixin Li.

Leading Chinese smart EV company XPeng Inc. and global leading automobile manufacturer Volkswagen Group jointly announced on July 22, 2024 that, further to the framework agreement on technical collaboration with respect to electrical/electronic architecture (“E/E Architecture”) dated April 17, 2024, XPENG and the Volkswagen Group have entered into a Master Agreement on E/E Collaboration (the “Master Agreement”). Under the E/E Architecture technical collaboration, XPeng and the Volkswagen Group will jointly develop industry-leading E/E Architecture for all locally produced vehicles, based on Volkswagen’s China Main Platform (CMP) and Modular Electric Drive Matrix (MEB) platform. The close technical collaboration enables the first vehicle equipped with the jointly developed E/E Architecture to SOP within approximately 24 months. Under the Master Agreement, XPeng and Volkswagen Group will actively explore further collaboration opportunities to expand the scope of the usage of the jointly developed E/E Architecture. This marks the third time that Fangda has represented XPeng in important strategic partnership projects, following the 2023 strategic cooperation between XPeng and Volkswagen Group to jointly develop Volkswagen-branded B-class new energy vehicles and the issuance of shares to Volkswagen, as well as representing XPeng in acquiring Didi's smart EV business by issuance of shares to Didi. Fangda Partners acted as XPeng’s transaction counsel in the deal. The Fangda team was led by Corporate partner Norman ZHONG and IP partner Claudia YUN, and the team members included counsels Yixin ZHANG, Jason XU, Qian GUAN and associate Kyle LIU, etc.

Fangda is acting as the PRC mainland and Hong Kong legal counsel of Johnson Controls International plc (NYSE: JCI, “Johnson Controls”) in connection with its announced agreement to sell its Residential and Light Commercial HVAC business to the Bosch Group in an all-cash transaction valued at $8.1 billion. The transaction is announced on July 23, 2024, and expected to close in approximately 12 months, subject to required regulatory approvals and other customary closing conditions. Johnson Controls is a global leader in smart, healthy and sustainable buildings. With a team of 100,000 experts in more than 150 countries, Johnson Controls offers the world’s largest portfolio of building technology and software as well as service solutions from some of the most trusted names in the industry. The Fangda team includes Jeffrey Ding, Tess Lin, Jiaxing Mao and Rong Jin (M&A - Beijing), and Tianyi Chen, Joe Scheu, Joshua Hu and Michael Gu (M&A - Hong Kong).

Envision Group, one of the "2024 TIME100 Most Influential Companies" and a long-term client of Fangda, announced on July 16, 2024, that it has launched a strategic joint venture with Saudi Arabia's Public Investment Fund (PIF) and Vision Industries. The collaboration will support Saudi Arabia's goal of localizing 75% of renewable energy components by 2030, in line with the Saudi Ministry of Energy's National Renewable Energy Program. Envision Group has topped the wind power order intake for consecutive years, making it a key player in the worldwide energy transition. With a mission of "solving the challenges for a sustainable future", Envision Group continuously reduces the production, storage, and synergy costs of renewable energy through technological innovation and encompasses smart wind power, energy storage systems, and green hydrogen solutions that address the challenges of climate change. By unveiling this a strategic joint venture with PIF and Vision Industries, Envision Group aims to accelerate wind power growth throughout the Middle East and to drive the region towards a cleaner, more sustainable future. Representing Envision Group as its sole deal counsel in this transaction, Fangda Partners has once again demonstrated its expertise in the most complex of cross-border mergers and acquisitions, intellectual property transactions, and new energy deals. Fangda team members from multiple offices, including Shanghai, Hong Kong, and Shenzhen, closely collaborated together to provide Envision Group with professional services and legal advice throughout the transaction management, document drafting and transaction negotiation processes.  The Fangda team, led by partners Norman ZHONG, Mark LEHMKUHLER (Transactional IP), Claudia YUN (IP), and ZHANG Hao (Corporate), showcased the firm's full-fledged competencies in all aspects of this complicated transaction. Core team members included ZHANG Yixin, Wyatt ZHANG, Michael GU and Mandy LAU. Fangda Partners took full advantage of its integrated strengths in this transaction, ensuring efficient and smooth progress. The firm continues to provide comprehensive and one-stop services to multinational companies expanding their global footprints, offering them legal services and support every step of the way.

On July 15, 2024, GL-Carlink Technology Holding Limited ("Carlink Tech", Stock Code: 2531.HK) successfully listed on the Main Board of the Hong Kong Stock Exchange, completing its global offering. In this offering, Carlink Tech issued 63.60 million shares at HKD 4.7 per share, raising approximately HKD 298.92 million. Carlink Tech is an in-vehicle hardware and SaaS marketing and management service provider in the automotive aftermarket industry in China. It focuses on sales of in-vehicle hardware products and provision of SaaS marketing and management services, covering SaaS subscription services and SaaS value-added services, to the industry participants along the industry value chain. It ranked first in revenue in China in 2023 among SaaS marketing and management service providers for the automotive aftermarket industry. Carlink Tech controls its domestic entities through a Variable Interest Entity (VIE) arrangement, which holds the Class B surveying and mapping qualification (internet map service) and the value-added telecommunications business license (internet information service) required to engage in business subject to foreign investment restrictions. Fangda Partners acted as both the PRC and Hong Kong legal counsels to the issuer, demonstrating its capability to provide one-stop, comprehensive, and cross-jurisdictional legal services. Fangda is committed to advancing with TMT companies, witnessing their significant achievements in capital markets and becoming a loyal partner in their development. Fangda’s Chinese mainland legal team provided practical and effective legal advice and solutions to Carlink Tech and fully participated in its red-chip structure setup, designing the offshore reorganization plan, drafting the restructuring transaction documents, conducting the Chinese mainland legal due diligence, providing regulatory compliance advice, applying for the Hong Kong IPO and preparation, filing documents with the China Securities Regulatory Commission (CSRC) for the overseas listing, and conducting rectification work required by government departments such as the National Development and Reform Commission (NDRC), the Ministry of Commerce, the Ministry of Industry and Information Technology (MIIT), and the Ministry of Natural Resources. Fangda's Hong Kong legal team led the drafting of Carlink Tech's prospectus and closely cooperated with Fangda’s Chinese mainland legal team in designing the listing structure, corporate governance structure. The Hong Kong legal team also coordinated with various institutions on behalf of Carlink Tech and provided advice on Hong Kong law and listing rules. Fangda’s Chinese mainland team was led by partner LUO Ke. Team members included counsel Terry LING, Napoleon ZHAO, Yanping LI, Xiangyun KONG, and associates Elaine LI, XU Jing and LI Jingru. Fangda’s Hong Kong team was led by partner Arnold PANG. Team members included counsel Geoffrey CHEUNG, and associates Ada KOK, Zoey CHEN and Evey FAN. The Fangda Capital Markets Project Review Committee also provided their professional guidance and support on this project. ZHANG Muyuan and Joshua TSUI also significantly contributed to the project.

On 24 June 2024, UBS AG (“UBS”) and Founder Securities Co., Ltd. (“Founder Securities”) entered into a three-party agreement with Beijing State-owned Assets Management Co., Ltd. (“BSAM”) for the sale of a total of 85.01% stake in Credit Suisse Securities (China) Limited (“CSS”) to BSAM. The transaction includes UBS’s sale of a 36.01% stake in CSS and Founder Securities’ sale of a 49% stake in CSS. The completion of the transaction is subject to the necessary regulatory approvals and customary closing conditions. CSS was formed in 2008 as a securities joint venture in China by Credit Suisse AG (“CS”) and Founder Securities. Since June 2020, CS has held a 51% shareholding of CSS, with Founder Securities’ 49% shareholding of CSS. CS has been part of the UBS group since June 2023 and on 31 May 2024 the merger of UBS and CS was completed, crossing an important milestone. Following the completion of the transaction, BSAM and UBS will hold 85.01% and 14.99% in CSS respectively. Fangda served as legal counsel to UBS and Founder Securities on all aspects of the transaction and provided comprehensive legal services in transaction documents negotiation, securities and financial regulation, due diligence, antitrust and tax. The Fangda team was led by Financial Industry Group partners/of-counsel Grace Yu, Siyuan Pan, Bryan Chan and Sam Wang. Core team members included  Lawrence Zhu, Veronica Yu, Hailey Zheng, Jazzy Zhou, Molly Zhu and Kloria Hao. Anti-trust partner Caroline Huang and tax partner Zhao Yan provided professional support in this transaction.

On June 20, 2024, BEST Inc. (“BEST”, NYSE: BEST), a leading integrated smart supply chain solutions and logistics services provider in China and Southeast Asia, announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with a buyer consortium comprised of its management, Alibaba, Cainiao, IDG and certain other investors (the “Buyer Consortium”). Pursuant to the Merger Agreement, the merger subsidiary formed by the Buyer Consortium will merger with and into BEST, with BEST being the surviving company. After the closing of the merger, BEST will be delisted from the New York Stock Exchange. The merger is expected to close during the third quarter of 2024. Fangda serves as U.S. legal counsel and lead counsel to the Buyer Consortium in this privatization transaction. This deal makes the first time Fangda serves as U.S. legal counsel and lead buyer consortium counsel in the privatization of a public company listed on an overseas stock exchange. The Fangda team in this transaction is led by corporate partners Mark LEHMKUHLER, Tianyi Chen and Ray Bu, and team members include counsel Weil Feng and associate Grace Fang.

QuantumPharm Inc. (“XtalPi”, HKEX stock code: 02228) was successfully listed on the Main Board of the Stock Exchange of Hong Kong Limited (“HKEX”) and launched a globally offering on June 13, 2024. Fangda advised XtalPi as its PRC legal counsel, providing one-stop legal services for the listing of XtalPi. This is the first listing completed in accordance with Chapter 18C of the Hong Kong Listing Rules in connection with specialist technology companies. XtalPi is an innovative platform focusing on research and development and combining the technologies involving quantum physics, AI, cloud computing and large-scale robotics. The offer price of the listed shares is HK$5.28 per offer share, and the net proceeds amount is around HK$896 million. XtalPi has received investment from eight cornerstone investors. The sole sponsor is CITIC Securities (Hong Kong) Limited. The joint global coordinators of this project include CLSA Limited, China International Capital Corporation Hong Kong Securities Limited, Jefferies Hong Kong Limited, Deutsche Bank AG, Hong Kong Branch and CMB International Capital Limited. Fangda provided multi-office, multi-practice advice to enable XtalPi to achieve the strategically important listing on the Hong Kong Stock Exchange. The Fangda team for this listing of XtalPi was led by Corporate team partners Jeffrey DING, Diana LI and LU Chen, with support from Intellectual Property team partners Claudia YUN and ZOU Wen, and Compliance team partner Gil ZHANG. Other key team members include XU Bingyan, SONG Shanshan, Candice XIE, Grace DAI and JI Jinger (Corporate Team); LUO Ziai, ZHANG Qiyan, ZHU Zhizheng and ZHU Mengting (Intellectual Property Team); and LI Huihui and ZHENG Kaixian (Compliance Team).

Alibaba Group Holding Limited ("Alibaba", NYSE: BABA; HKEX: 9988 (HKD counter) / 89988 (RMB counter)) successfully issued USD5 billion in principal amount of convertible senior notes due in 2031 on May 29th, 2024. Fangda Partners acted as Alibaba's PRC legal counsel, providing comprehensive legal services to the transaction. The Fangda team was led by partners Jeffery Ding and Brian Liu, team members included counsels Travis Xu and Cassie Chang, and associates Jacky Yang, Willa Fang, Scarlett Chang, Shi Xuewei, Arial Yuan, Lewis Liu and Amanda Yu.

CStone Pharmaceuticals (“CStone”, HKEX: 2616), an innovation-driven biopharmaceutical company focused on the research and development of anti-cancer therapies, announced on May 27^th 2024, that CStone has entered into a strategic commercial collaboration with the European pharmaceutical company Ewopharma. Under the licensing and commercialization agreement, Ewopharma will gain the commercial rights for sugemalimab in Switzerland and 18 Central Eastern European countries (CEE). This includes EU member countries Bulgaria, Croatia, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Poland, Romania, Slovakia, and Slovenia, as well as non-EU countries Albania, Bosnia & Herzegovina, Kosovo, North Macedonia, Moldova, Montenegro, and Serbia. Fangda Partners acted as legal counsel to CStone through the transaction. Under the terms of the licensing and commercialization agreement, CStone will receive up to $51.3 million in upfront payment and additional considerations payable upon the achievement of certain regulatory and sales milestones. In addition, CStone will book revenues from sales of supply to Ewopharma and its affiliates. Ewopharma will be in charge of pricing, reimbursement, sales & marketing, and distribution, whilst CStone will be responsible for product supply and provide necessary training and support for the brand. Sugemalimab, an anti-PD-L1 monoclonal antibody developed by CStone, has been granted approvals in China for all five indications that entered late-stage clinical trials, including stage III and IV NSCLC, extranodal NK/T-cell lymphoma, esophageal squamous carcinoma, and gastric cancer. EMA and UK MHRA are reviewing the MAA for sugemalimab in combination with chemotherapy as the first-line treatment of metastatic NSCLC. The clinical data of sugemalimab have been presented at various international academic conferences and published in top-tier journals such as The Lancet Oncology, Nature Medicine, Nature Cancer, and Journal of Clinical Oncology. CStone is also in discussions with regulatory authorities including EMA, UK MHRA, and US Food and Drug Administration (FDA) for other indications of sugemalimab and actively expanding partnerships for development and commercialization in other regions worldwide. Fangda acted as legal counsel to CStone in the transaction and provided comprehensive legal services. The Fangda team was led by Corporate partners Josh Shin and Henry He in transaction structures design, transaction documents negotiation and amendment. Team members included counsel Bella Wang, associates Audrey Luo and Essie Zhao.

Fangda advised Swire Group in acquiring the controlling shares of DeltaHealth China Limited (“DeltaHealth”) from Eight Roads. DeltaHealth specializes in cardiovascular services and operates a private hospital focusing on the treatment of cardiovascular diseases (“Shanghai Delta Hospital”), and also a clinic in Shanghai. In 2023, Shanghai Delta Hospital ranked first among all private hospitals in Shanghai for the number of cardiovascular surgeries performed and ranked in the top ten among all hospitals in the city, including public hospitals. Additionally, DeltaHealth has recently expanded its services to cover thoracic surgery and oncology. This is the first time for Swire Group to become the controlling shareholder of a portfolio company in the medical service sector, which aligns with its strategy of holding and operating healthcare businesses in the long term. Throughout this transaction, Fangda’s Shanghai and Hong Kong offices worked closely together, leveraging the firm's integrated strengths to provide Swire Group with efficient and comprehensive transaction services and legal advice. Fangda team is led by partners Norman Zhong, Mark Lehmkuhler, Helen Fan and Eric Yan. Other core team members include Wyatt Zhang, Scheu Joe, Jingyi Li, Jessica Zhuang, Jiali Yang and Tianyu Shen.

Fangda acted as PRC legal counsel to the underwriters of ZEEKR Intelligent Technology Holding Limited (“ZEEKR”) on its successful listing on the New York Stock Exchange in the U.S. (stock code: ZK), making it the fastest EV company to complete an IPO. Fangda advised on and provided the legal opinion for all PRC legal matters related to the listing. ZEEKR issued 21 million American Depositary Receipts, raising about US$ 441 million (assuming no over-allotment option is exercised), making it the largest IPO for China concept stocks during the past about 36 months in terms of the size of the raised capital. ZEEKR is a luxury EV brand from the Geely Group. Through developing and offering next-generation premium BEVs and technology-driven solutions, ZEEKR aspires to lead the electrification, intelligentization and innovation of the automobile industry. ZEEKR strategically spearheaded the premium intelligent BEV market with unique positioning, featuring strong sense of technology, in-house R&D capabilities, stylish design, high caliber performance and premium user experience. ZEEKR’s current product portfolio primarily includes ZEEKR 001, ZEEKR 001 FR, ZEEKR 009, ZEEKR X and an upscale sedan model. The team advising on this transaction was led by partners Jeffery Ding, Wang Mengjie, Brian Liu and Wei Jianbo, and team members included Cassie Chang, Jichao Chang, Siling Wu, Fan Fan, Helga Chen, Dora Li, Janice Chen and Jasper Gao, etc.  Sherman Deng supported this transaction, providing legal advice on data compliance and cybersecurity. Data compliance team members included Allison Zhang.

Fangda assisted Henkel in its acquisition of the VS brand and its related hair care business in Greater China from Procter & Gamble. Vidal Sassoon is a well-established hair care brand, with a salon-inspired image in the retail market. The addition of this brand complements the local portfolio of Henkel Consumer Brands in China by covering a white spot in the premium retail segment. The Vidal Sassoon portfolio focuses on the premium hair care segment with shampoos and conditioners, but also offers products around styling and treatments. Procter & Gamble was officially introduced Vidal Sassoon portfolio to the Chinese market in 1997, and such business has been deeply rooted in the Chinese market for 27 years now. The business holds a strong position in the Chinese market and generated sales of more than 200 million euros in fiscal year 2022/2023. This acquisition aligns with Henkel’s strategic focus and will enhance its hair care business, accelerating its performance growth. Fangda's offices in Beijing, Shanghai and Hong Kong worked closely to orchestrate this transaction. By leveraging the Firm's integrated strengths, Fangda provided Henkel with a full range of transactional services, support and legal guidance. . The Fangda team was led byMichael Han and Caroline Huang, both partners of Fangda’s Anti-Trust practice, Patrick Li, Sherry Xu and Raymond Chan, all partners of Fangda’s Corporate practice, and Rock Wang, partner of Fangda’s Banking practice. Team members of Fangda’s included Lingbo Wei, Jason Zhao, Joyce Pei, Emily Xue, Churchill Yin, Ariel Yuan and Amanda Yu.

On April 29, 2024, Mindray Bio-Medical Electronics Co., Ltd. (a listed company on the GEM board of SZSE, stock code: 300760, “Mindray”) and APT Medical Inc. (a listed company on the STAR Market Board of SSE, stock code: 688617, “APT”) announced that Mindray had obtained the controlling shareholding right in APT. Fangda represented Mindray as its legal counsel and led the whole legal process in this milestone transaction. By leveraging advantage of the firm’s cross-office integration, Fangda’s Greater Bay Area offices in Shenzhen and Hong Kong and Fangda’s Shanghai office worked together to serve Mindray and provide a full range of transaction services and legal advice.

• The transaction value was approximately RMB 6.65 billion. The transaction was the first time on the STAR Market Board that not only the first time on the STAR Market Board that an A-share listed company acquired another A-share listed company by cash but also the first time that acquisition involved the transfer of the controlling shareholder right. The transaction is also the largest M&A transaction between medical device companies in China to date in terms of transaction amount.
• The transaction was another large-scale industrial M&A transaction successfully facilitated by Fanda’s Greater Bay Area offices for top-tier industrial clients in the Greater Bay Area.

The Fangda team for this transaction was led by Corporate partners Leo LOU and MA Qiang, providing legal advice on M&A transactions and capital market regulatory matters. Antitrust partners Michael HAN and WANG Jin provided legal advice on the concentration declaration for the business operators involved in this transaction. Fund partner Candy TANG provided legal advice on fund regulation matters. Partners Allen FU and Sophia FENG provided legal advice on transaction compliance matters.

Fangda represented Shanghai Brattea Medical Technology Co., Ltd. (“Brattea”) in its series D investment. The transaction was closed in March 2024. Fangda team on this deal was led by partner Luo Ke, and the team members included Elaine Li and Joshua Tsui. Fangda assisted in the drafting and negotiation of transaction documents and the closing process. Brattea mainly engages in the R&D of medical devices in relation to nerve radiofrequency ablation, including Renal denervation (RDN) for hypertension.

EDF Renewables China and Albemarle Corporation (NYSE: ALB) entered into a five-year green power purchase agreement (PPA), which is the first long-term green power PPA that EDF Renewables has entered into in the Chinese market since the launch of the national green power trading pilot scheme in September 2021. This agreement represents a significant step towards achieving sustainable development goals for both EDF Renewables China and Albemarle and will contribute to the decarbonization of China's energy structure, furthering the nation's goals of carbon peaking and carbon neutrality. Fangda, acting as legal counsel to EDF Renewables, provided comprehensive legal services for the transaction. According to the transaction, EDF Renewables will supply green power from its various wind farms in Guangxi to Albemarle's factories located in the Qinzhou Port area of Guangxi. Over the five-year period, EDF Renewables will supply approximately 500 GWh of electricity to Albemarle. The transaction will help Albemarle to reduce its carbon emissions by over 400,000 tons annually. This reduction will align with Albemarle's objective to use 100% green power for production in China. Under the transaction, a power sales company affiliated with SDIC Power will act as an electricity retailer, marking an innovative adoption of the “sleeved PPA” model in China. EDF Renewables is the global renewable energy affiliate of the EDF Group. As a global leader in energy transition, EDF Renewables is dedicated to investing in, developing, building, and operating renewable power plants. Present in 22 countries, EDF Renewables has extensive experience in green power trading. The Fangda team was led by partner Joe Zhou. Team members included Helen Huang, Neal Yang and Emma Zhao.

Fangda Partners assisted Voneseals Technology (Shanghai) Inc. (stock code: 301161, “Voneseals”) in its acquisition of a 51% equity stake in Shanghai Garnor Sealing Technology Co., Ltd. (“Shanghai Garnor”) for a consideration of RMB210 million, successfully completing this material asset restructuring transaction. Voneseals is a high-tech enterprise that primarily engages in the research, development, production and sales of hydraulic and pneumatic sealing products. It possesses modified polyurethane sealing material technology. Voneseals’ main products include hydraulic sealing components, hydraulic seal kits, and other related hydraulic sealing products, as well as pneumatic sealing components, oil seals, and track seals among other sealing products. Shanghai Garnor focuses on high-performance plastic seals and high-performance rubber seals, providing comprehensive sealing system solutions to related customers. Its core products are widely used in oil and gas equipment (specialized oil wellhead equipment and seals for downhole tools in oil wells), engineering machinery industry, industrial equipment, industrial control valves, general industry, and more. The two companies both belong to the sealing components industry and specialize in different industrial segments. This material asset restructuring is a major transaction in the domestic sealing industry, which will contribute Voneseals to implement its strategy of “multiple markets, multiple materials, multiple business models” and accelerate the localization process of high-tech sealing components in various applications by integrating of high-quality resources in the sealing industry. Fangda acted as legal counsel to Voneseals in the transaction and provided comprehensive legal services, including conducting legal due diligence, internal restructuring of Shanghai Garnor, designing restructuring transaction schemes, drafting and negotiating of transaction documents, handling regulatory feedback, information disclosure and transaction delivery. The Fangda team was led by partner Jane Chen and team members included Qianyuan Li and Chao Zhang.

AnHeart Therapeutics Ltd. (“AnHeart”), a global clinical-stage biopharmaceutical company developing novel precision therapies for people with cancer, and Nuvation Bio Inc. (NYSE: NUVB), a biopharmaceutical company tackling some of the greatest unmet needs in oncology by developing differentiated and novel therapeutic candidates, announced that the companies have entered into a definitive agreement for Nuvation Bio to acquire AnHeart in an all-stock transaction on March 25^th, 2024. The Acquisition is expected to close in the second quarter of 2024 subject to other customary closing conditions. Immediately following the closing of the acquisition, the former shareholders of AnHeart will own approximately 33% and the current stockholders of Nuvation Bio will own approximately 67% of Nuvation Bio on a fully diluted basis. AnHeart will become a wholly-owned subsidiary of Nuvation Bio. Fangda acted as AnHeart’s PRC legal counsel and provided comprehensive legal services to AnHeart in the transaction. AnHeart Therapeutics is a global clinical-stage biopharmaceutical company developing novel precision therapies for people with cancer. AnHeart’s lead investigational therapy, taletrectinib, is a next-generation ROS1-inhibitor currently in pivotal Phase 2 trials for ROS1-positive non-small cell lung cancer (NSCLC). Taletrectinib has been granted Breakthrough Therapy Designations by both the U.S. Food and Drug Administration (FDA) and the China National Medical Products Administration (NMPA). Nuvation Bio is a biopharmaceutical company tackling some of the greatest unmet needs in oncology by developing differentiated and novel therapeutic candidates. Nuvation Bio’s proprietary portfolio includes mechanistically distinct oncology therapeutic product candidates, each targeting some of the most difficult-to-treat types of cancer. Nuvation Bio was founded in 2018 by biopharma industry veteran David Hung, M.D., who previously founded Medivation, Inc., which brought to patients one of the world’s leading prostate cancer medicines. The Fangda team was led by Corporate partners Josh Shin, Chen Lu and Henry He. Tax partner Yan Zhao and counsel Linlin Cao also provided related advice. Team members included Bingyan Xu, Elisa Liu, Rui Miao, Shanshan Song and Vincent Chen.

On February 22^nd, 2024, L Catterton Asia Acquisition Corp (“LCAA”, NASDAQ: LCAA), a special purpose acquisition company formed by affiliates of the leading global consumer-focused investment firm L Catterton, and Lotus Technology Inc. (“Lotus Tech”) announced that they have completed business combination. On February 23^rd, 2024, Lotus Tech was successfully listed on NASDAQ under the ticker symbol “LOT”. Fangda acted as the PRC legal counsel to LCAA, advising at all stages of the transaction. Headquartered in Wuhan, China, Lotus Technology has operations across China, the UK, and the EU. It is dedicated to delivering luxury lifestyle battery electric vehicles including SUVs and sedans with a focus on world-class R&D in next-generation automobility technologies such as electrification, digitalisation and more. LCAA is a special purpose acquisition company listed on the Nasdaq that is affiliated with L Catterton, a leading global consumer-focused investment firm. Founded in 1989, L Catterton has made over 250 investments in some of the world's most iconic consumer brands, managing more than USD$35 billion of capital across three multi-product platforms: private equity, credit, and real estate. Leveraging deep category insight, operational excellence, and a broad network of strategic relationships, L Catterton’s team of more than 200 investment and operating professionals across 17 offices partners with management teams to drive differentiated value creation across its portfolio. Fangda team on this deal was led by Corporate partner Bao Chen, of-counsel Tan Suyin and counsel Stephen Liu, with support from IP partner Fang Qi, Antitrust partner Jin Wang and counsel Joy Wong, and Capital Markets partner Wei Jianbo and Cassie Chang. Team members included Ed Zhang, Danae Wu, Sandy Peng, Koral Zhu, Irene Li, Sally Hong and Allison Zhang.

On January 24, 2024, OPPO announced a global patent cross-license agreement with Nokia, covering standard-essential patents (SEP) in 5G and other cellular communication technologies. For details, please refer to OPPO's official statement, "OPPO and Nokia sign 5G patent cross-license agreement". The Fangda team represented OPPO throughout the entire legal process, handling the first-instance proceedings in the Chongqing First Intermediate People's Court and the subsequent appeal to the Supreme People's Court. Following the global cross-license agreement, the legal procedures for the appeal were recently resolved through mediation. We are pleased to assit OPPO achieving a global patent cross-license agreement shortly after the Chongqing court's first-instance judgment. The Legal Journey between OPPO and Nokia in Chinese Courts over SEP royalty rates The Chongqing Case In July 2021, OPPO engaged Fangda to file a lawsuit in the Chongqing First Intermediate Court in July 2021, seeking a Chinese court decision to determine Nokia as the right holder for its FRAND (Fair, Reasonable, and Non-Discriminatory) licensing conditions, including global licensing rates, for 5G SEPs. In late November 2023, the Chongqing First Intermediate Court issued a first-instance judgment (“Chongqing Case”). The judgment is a landmark decision made by a Chinese court on global licensing rate-setting for 5G SEPs. Notably, the Chongqing First Intermediate Court's first-instance judgment also clarified the industry cumulative fee rate for 5G SEP, specifically for smart terminal products such as mobile phones. This judicial determination was a global-first for establishing industry cumulative fees for 5G SEP through legal judgment. The determination holds significant and far-reaching implications for guiding industry stakeholders and patent implementers in correctly and reasonably assessing the value and corresponding license fees of 5G SEP. For specific details on the Chongqing Case, refer to our previous briefing "Fangda represents OPPO in obtaining Chinese court's landmark judgment setting SEP global licensing rates" and the public first-instance judgment. The Beijing case Apart from the Chongqing Case, OPPO filed a SEP infringement lawsuit against Nokia in the Beijing Intellectual Property Court (“Beijing Case”). OPPO asserted that Nokia's communication network base station products infringed OPPO's 5G SEP. During the determination of infringement compensation, OPPO requested the Beijing Intellectual Property Court to rule on a FRAND license fee rate for OPPO's 5G SEP applicable to Nokia’s communication network base station products. The infringement compensation amount was to be calculated based on the court-determined license fee rate. The Fangda team represented OPPO in the Beijing Case, handling the determination of license fees for OPPO's 5G SEP and asserting claims for infringement compensation. Following the first-instance judgment in the Chongqing Case, the Fangda team remained fully-engaged in the proceedings of the Beijing Case. As of January 24, 2024, before the global patent cross-license agreement was reached, the Beijing Intellectual Property Court had organized multiple hearings on the determination of license fees. Throughout the trial, the Fangda team collaborated with economic experts and OPPO's team, completing and submitting comprehensive economic analysis reports and substantial evidence to the court. The team also assisted economic experts in presenting their opinions during the hearings. If the Beijing Case receives a judgment, it will be the first time a Chinese court determines and rules on the license fee rate for SEP of core products in communication network facilities, specifically base stations. Similar to the Chongqing Case, the Beijing Case is a key focus of OPPO's counteractions in the ongoing global litigation with Nokia over two and a half years. Although the Beijing Case did not reach a judgment due to the parties reaching a licensing agreement, the progress and proceedings of the case played a crucial and positive role in facilitating the eventual global cross-license agreement between the two parties. The Fangda team was led by partner James HU, and key members included partner Tingting Liao, partner Muran Sun and associate Kaimai Pan.

Fangda has assisted Huizhou Huahong New Materials Co., Ltd. (“Huahong New Material”) in obtaining the Supreme People's Court’s (“SPC”) recent final judgment (Judicial Review No. (2021) SPC Intellectual Property Zhi Xing Zhong No. 1172), which reversed the trial court judgments of both China National Intellectual Property Administration's (“CNIPA”) decision on invalidation request examination (No. 44388) and the first-instance judgment by the Beijing Intellectual Property Court (“BIPC”) (Case No. (2020) Beijing 73 Administrative Xing Chu No. 12112). The Fangda team represented Huahong New Material in the second-instance litigation and successfully secured an overturning final judgment by the SPC, prompting the CNIPA to reevaluate the contested patent. The patent in this case aims to protect a photo-curable composition used for solvent curing. Due to its fast curing speed, resistance to yellowing and lack of irritating odor, the patented composition is particularly suitable for food and cosmetics external package printing. Both the CNIPA and the BIPC asserted in their invalidation decision and first-instance judgment respectively that Claim No.1 of the contested patent lacked inventiveness relative to Comparative Document No.1, while Claims No.2-11 were considered directly or indirectly referred to Claim No.1 and were deemed either routine technical choices or existing technology in the new material industry. Consequently, the CNIPA and the BIPC considered that Claims No.2-11 were lacking inventiveness based on the lack of inventiveness in Claim No.1. In the second-instance litigation, the Fangda team substantiated the unexpected technical effects of the contested patent compared to Comparative Document No.1 through experimental design and supplementary experimental data, meeting the criteria for inventiveness specified by Chinese Patent Law. One focal dispute point of the case was the acceptance of supplementary experimental data. To prove the inventiveness of the claimed technology relative to existing technology, it was imperative for the patentee to submit supplementary comparative experimental data addressing the specific technical effects explicitly recorded in the original application. The Fangda team recognized the characteristics of the contested compound patent and the beneficial effects documented in the specification and designed supplementary experiments. These experiments were independently conducted by universities and third-party institutions, confirming the unexpected technical effects of the contested patent relative to existing technology. Ultimately, the SPC accepted the supplementary evidence, leading to the annulment of previous rulings by the CNIPA and the BIPC. The Fangda team was led by Intellectual Property partner Zou Wen and team member included associate Xie Xiaoxiong.

Fangda Partners recently assisted Chengdu Kanghua Biological Products Co., Ltd. (“Kangh”) in reaching an exclusive license agreement with HilleVax, Inc. (“HilleVax”) on the research, development, manufacturing and commercialization of Kangh’s recombinant hexavalent virus-like particles (VLP) norovirus vaccine candidate and its derivatives outside of Greater China.

This collaboration between Kangh and HilleVax leads the way for Chinese vaccines to enter the European and the US markets and signals the increasing global significance of Chinese vaccines with the ability of sustainable innovation. The collaboration is expected to facilitate the progress of research, production, manufacturing and global commercialization of the recombinant hexavalent norovirus vaccine both domestically and abroad, accelerate the vaccine's global distribution, establish its presence in both domestic and international markets, thus providing a high-quality vaccine product to patients worldwide.

Under the license, Kangh will receive an upfront payment of US$15 million from HilleVax with the potential for additional payments of up to US$255.5 million upon achieving certain development and sales milestones. Kangh is also eligible to receive a single-digit tiered royalty on net sales outside of Greater China.

Kangh has developed a recombinant hexavalent norovirus vaccine based on VLPs using genetic engineering technology, covering six of the most common norovirus genotypes. The vaccine theoretically provides protection against over 90% of norovirus infections and associated acute gastroenteritis. It has obtained clinical trials approvals in Australia and the U.S. This vaccine is the world’s first and only recombinant hexavalent norovirus vaccine approved for clinical usage. As part of the exclusive license agreement, Kangh will supply the vaccine (referred to by HilleVax as HIL-216) for use in HilleVax’s near-term clinical trials, including a Phase 1 trial that HilleVax expects to initiate in 2024.

Fangda Partners provided comprehensive legal services to Kangh in the transaction. The team was led by Corporate partners Josh Shin and Henry He for transaction structure design and negotiation and revision of transaction documents. The team members included Bella Wang, Audrey Luo, Jiali Yang and Essie Zhao.Intellectual Property partner Junting Yin provided patent related advice. Capital Markets partner Colin Law led the due diligence and related services for Kangh, with team members including Jonathan Wallenberger and Crystal Huang.

On December 26, 2023, the Shanghai Third Intermediate People's Court confirmed that the restructuring of Shanghai Trendzone Holdings Group Co., Ltd. ("Trendzone Holdings" stock code: 603030.SH) was complete. Fangda Partners had acted as the interim administrator during the pre-restructuring phase and as the administrator during the restructuring phase. The Trendzone Holdings' restructuring is notable for being the first restructuring of a convertible corporate bond issuer listed on the Shanghai Stock Exchange and the first pre-restructuring to restructuring of a listed company in Shanghai. Trendzone Holdings, a Shanghai-based listed company, was founded on October 14, 1998, and listed on the Shanghai Stock Exchange in 2015. Later, it faced severe liquidity problems brought on by the pandemic and by debt issues with China Evergrande Group and its affiliates. These liquidity problems lead to numerous legal disputes and operational challenges. To address these liquidity problems, the Shanghai Third Intermediate People's Court accepted the pre-restructuring case of Trendzone Holdings on May 19, 2023, appointing Fangda Partners as the temporary administrator during the pre-restructuring period. As a SSE-listed company, Trendzone Holdings' pre-restructuring and restructuring process received significant attention and strong support from government authorities, courts and relevant national departments at all levels. The Shanghai Third Intermediate People's Court officially accepted the restructuring of Trendzone Holdings and appointed Fangda Partners as the administrator on November 13, 2023. With further support from various parties, Trendzone Holdings' first creditors' meeting and convertible bond holders' meeting took place on December 15, 2023, where the restructuring plan received approval by a large majority of each voting group. The number and percentage of creditors in favor of the draft restructuring plan and the shares of effective voting percentage of investors endorsing the equity adjustment proposal of the total voting shares presented at the meetings, both exceed 99%. On the same day, the court approved Trendzone Holdings' restructuring plan. On December 26, 2023, the court confirmed Trendzone Holdings' restructuring plan had been executed and was complete, concluding the entire restructuring process. Through the judicial restructuring process, Trendzone Holdings' financial burden will be significantly reduced, enabling the company to leverage its existing capabilities, adjust its business plan and actively expand its core business. The major investors in the restructuring will also utilize their industrial advantages and resources to jointly explore new business opportunities with the listed company. Fangda acted as the administrator in the case. The Fangda team was led by Partner Ji Nuo as the overall coordinator, with Partner Li Kai and Partner Zhang Wang acting as the heads of the administrators. Team members also included Partner Sophia Feng, Counsel Kang Wen, and associates Zhao Zhiwei, Morissa Zhang, Zhang Longhao, Kathy Li, Evie Wang, Rebecca Cao and Cindor Li. In addition to serving as the interim administrator and the main administrator for Trendzone Holdings, Fangda has recently played a key role in other listed company restructurings, including the first listed company restructuring heard by the Shanghai Bankruptcy Court, in the restructuring of Bestway Marine & Energy Technology Co., Ltd. (300008.SZ). Fangda also played a key role in one of the top ten representative cases before the Fujian courts in 2022: the restructuring of Fujian Start Group Co., Ltd. (600734.SH). Furthermore, Fangda also served on the liquidation team as the temporary administrator for the pre-restructuring of Flower King Eco-Engineering Inc. (603007.SH).

Fangda Partners represented LTW Capital in its CNY 1.1 billion acquisition of 100% equity of Wuxi Xiongwei Precision-Machinery Sci-Tech Co., Ltd. ("Xiongwei Precision-Machinery"), a wholly-owned subsidiary of SZSE-listed Zhejiang Wanfeng Auto Wheel Co., Ltd. (002085, "Wanfeng Auto"). The transaction was signed and completed in December 2023. Xiongwei Precision-Machinery, established in 2003 and headquartered in Wuxi, Jiangsu, has its production bases in Yancheng and Yizheng of Jiangsu province, Changchun of Jilin province and Langfang of Hebei province. The company specializes in the R&D, design, manufacturing and sale of high-quality metal stamping parts, advanced automation stamping dies and precision molds. The company provides precision components to numerous high-end global automotive OEMs for many of their Fortune Global 500 company clients. Xiongwei Precision-Machinery's management team jointly funded the transaction with two private equity funds managed by LTW Capital, all of which contributed CNY475 million investment, CNY425 million debt financing and CNY200 million repurchase or transfer of the remaining equity of Wanfeng Auto by future parties that will ultimately accomplish the total value of the management leveraged buyout at CNY1.1 billion. Fangda Partners acted as LTW Capital’s legal counsel and provided “one-stop” comprehensive legal services, including conducting due diligence, negotiating and revising the transaction documents, and assisting in the transaction closing process. The Fangda team was led by partners Peng Tan and Mengjie Wang, and team members included Judy Li, Hao Zhong, Yijiu Wu, Dingling Fan, Allen Jia, Mengting Ma and Josie Zheng.

Fangda Partners recently secured a favorable decision on behalf of our client the online education company Beijing Yuanli Technology Co. LTD (“Beijing Yuanli”) against the defendants former employee Mr. Wang Wei and his new employer NetEase Youdao for unauthorized acquisition and use of the student IDs owned by Beijing Yuanli.

This is the first ever trade secret dispute involving misappropriation of student IDs, which are unique identifiers automatically generated when each student joins an online class. The key issues in dispute are whether the student IDs constitute trade secrets and whether Mr. Wang’s obtaining the student IDs during his employment as an online teacher constitutes misappropriation of the trade secrets. The Beijing IP Court ruled in favor of Beijing Yuanli on both issues. In this case, the Beijing IP Court rejected rigid interpretation of the statutory language proposed by the defendants, and instead focused on the principle of fairness and good faith in reaching its decision.

The case has been selected by the Beijing Intellectual Property Court as one of the Top 10 trade secret cases of the year.

The Fangda team consists of partner Qi Fang, other members include associates Olivia Fan and Li Jie.

December 19, 2023, Qorvo® (Nasdaq: QRVO), a leading global provider of connectivity and power solutions, announced that it has reached definitive agreements with Luxshare Precision Industry Co., Ltd. (“Luxshare”, 002475.SZ), a global advanced manufacturer, under which Luxshare will acquire Qorvo’s assembly and test facilities in Beijing and Dezhou, China. It’s anticipated that the closing of the transaction will occur by the first half of calendar 2024, subject to the satisfaction of closing conditions.

The facilities involved in this transaction is an important part of Qorvo's development history and global manufacturing network. Following the closing of the transaction, Luxshare will supply products for Qorvo under a newly established long-term supply agreement and the Beijing and Dezhou facilities will continue to primarily support Qorvo’s highly integrated advanced cellular products, providing seamless and flexible access to best-in-class production capacity for Qorvo. This transaction is an important strategic cooperation between Luxshare and Qorvo in the field of semiconductor packaging and testing.

Luxshare, headquartered in Guangdong Province, China, with a vision of "connecting the future with technology", is a representative of China's advanced manufacturer, and is also the latest manufacturing enterprise in the Greater Bay Area to enter the Fortune Global 500 in 2023. Qorvo, headquartered in North Carolina, USA, is a global leader in RF integrated circuit products and solutions, committed to providing core technologies and RF solutions for the mobile, infrastructure, and defense/aerospace markets.

Involving multiple jurisdictions, this transaction is jointly served by the Shenzhen, Hong Kong, and Beijing offices of Fangda Greater Bay Area. Fangda fully leverages its cross office integration advantages and serves as the lead counsel, providing comprehensive transaction services and legal advice to Luxshare. Fangda handled the legal due diligence in PRC and Hong Kong, drafting and negotiation of all the transaction documents and provided regulatory advice under the PRC law and Hong Kong law. Fangda also coordinated local law firms of other jurisdictions to conduct legal due diligence.

Fangda team is led by the corporate partner Ma Qiang and Susie Shi, other members include counsel Hu Haipan, as well as associates Leon Lu, Claire Li, Chelsea Zhu, Peng Qianyu, Koral Zhu. Anti-trust team, led by partner Wang Jin, counsel Grainne Zhangand associate Ma Yuting provided legal advice on the anti-trust clearance. Corporate partner Joe Zhou and associate Jenny But and Eric Wang provided legal advice under Hong Kong law. Employment team, which is led by partner Lisa Zhao and other team members including associates Zeng Jing and Kang Bingguo also provided legal advice on labor related matters related in this transaction.

A five-member collegial panel at the Supreme People’s Court (“SPC”) recently issued decision in a trade secret misappropriation case filed by Jiangsu New Century Jiangnan Environmental Protection Co., Ltd. (“NCJEP”) against Keda Industrial Group and other related parties. In the decision, the SPC reversed the trial court judgment, holding Keda Industrial Group not liable for trade secret misappropriation and handing our client Keda Industrial Group a complete victory in this landmark trade secret litigation.

In the first instance proceeding, the Nanjing Intermediate Court held Keda Industrial Group and other defendants jointly liable for misappropriation of trade secrets owned by NCJEP and ordered compensatory awards of RMB 95 million in damages and RMB 1 million in litigation expenses. The team at Fangda Partners took over the case on appeal and implemented a strategy targeting at both the lack of secrecy of the asserted trade secrets and the legitimacy of Keda Industrial Group’s accused infringing activities. The SPC accepted our arguments and held that the key trade secret asserted by NCJEP was in the public domain prior to the start of the alleged infringement and the accused activities of Keda Industrial Group do not constitute infringement. In the meantime, the SPC lowered the damage awards against other defendants to RMB 22,285,200.

Among all types of IP litigations, trade secret cases are the most challenging and typically involve a variety of complex factual, technical and legal matters. In this Case, the Fangda team sifted through a large amount of records covering the issues ranging from the secrecy of asserted trade secrets, the sufficiency of protection measures, the legitimacy of job-hopping of employees who went from the plaintiff to the defendants, and the legal standard for joint infringement. Through identifying the areas of weakness in the plaintiff’s claims, the Fangda team successfully persuade the SPC to vacate the trial court judgment and rule in our client’s favor on both infringement and compensation.

In the past several years, the Chinese courts have repeatedly broke the records for high damage awards in trade secret cases and the trial court in this Case also showcased its judgment as an example of non-tolerance by the judiciary against trade secret misappropriations. In its landmark decision, the SPC took the unusual step to warn against high damage awards without factual and legal support. Even after finding trade secret misappropriation against other defendants, the SPC significantly lowered the amount of damage awards commensurate with the value of the trade secrets asserted by NCJEP in this Case.

The Fangda team in this Case consists of partners Fang QI , Claudia YUN , and Junting YIN, and associates Danae WU and Jennifer ZHANG. Special thanks to our former colleague Dixon ZHANG who provided valuable guidance and support throughout the litigation.

XPENG’s strategic business transaction with the Volkswagen Group Following leading Chinese smart electric vehicle (“Smart EV”) company XPENG Inc. (NYSE: XPEV, HKEX: 9868) (“XPENG”)’s announced strategic business transactions with the world’s leading automobile manufacturer the Volkswagen Group to jointly develop two B-class battery electric vehicles for sale in the Chinese market under Volkswagen brand (the “BEV Development”) and to issue to the Volkswagen Group shares of representing 4.99% of the total issued and outstanding shares of XPENG for a total purchase price of approximately US$705.6 million (the “Share Issuance”), on December 6, 2023, XPENG announced the closing of the Share Issuance and that the project feasibility study on the BEV Development has completed with positive outcome.

Fangda Partners is continuing to represent XPENG in the strategic collaboration of the BEV Development and the Share Issuance. The Fangda team on this deal is led by partners Jeffrey Ding (Capital Markets), Norman Zhong (Corporate/M&A) and Claudia Yun (Intellectual Property), and the team members include counsels Joyce Pei and Jason Xu, with support from associates Cassie Chang, Zoe Hu and Kyle Liu.

XPENG’s strategic partnership with DiDi

Leading Chinese smart electric vehicle (“Smart EV”) company XPENG Inc. (NYSE: XPEV, HKEX: 9868) (“XPENG”) and world’s leading mobility technology platform DiDi Global Inc. (“DiDi”) announced a strategic partnership on August 28, 2023. The partnership brings together the commercial and technological strengths of both companies and will significantly accelerate the adoption of Smart EV and technologies in the mass market.

Initial closing of this transaction has commenced on November 13, 2023. XPENG issued Class A ordinary shares, representing approximately 3.25% of its outstanding share capital upon the completion of the issuance as the Initial Consideration Shares to DiDi, to acquire the assets and R&D capabilities related to DiDi's Smart EV project. DiDi becomes a strategic shareholder of XPENG. The newly-developed Smart EV under this project will enter the market as XPENG’s first product of the new brand after transaction.

XPENG becomes the first automotive manufacturing company drawing on DiDi’s comprehensive ecosystem. Both parties will explore strategic cooperation in a number of areas, including marketing, financial and insurance services, charging, Robotaxi and international market expansion.

Fangda acted as PRC legal counsel to XPENG and advised on PRC related transactions throughout the whole project. The team on this deal is led by partners Jeffrey Ding (Capital Markets), Norman Zhong (Corporate/M&A) and Claudia Yun (Intellectual Property), and main team members included counsels Zhangxian Chen, Cindy Zhang, Qian Guan and Cassie Chang, with support from associates Zhuxin Liu, Wyatt Zhang and Kyle Liu.

On December 18, 2023, REPT BATTERO Energy Co., Ltd. (“REPT BATTERO”) (stock code: 0666.HK) successfully listed on the Main Board of the Stock Exchange of Hong Kong Limited (the “HKEx”) and global offering. The global offering consisted of more than 116 million shares valued at the offer price of HK$18.30 per share for a total offering of approximately HK$2.12 billion, valuing REPT BATTERO at over HK$40.00 billion after the global offering. Fangda Partners acted as the PRC legal advisor of REPT BATTERO.

REPT BATTERO is a lithium-ion battery manufacturer in China, focusing on the R&D, manufacturing and sales of lithium-ion EV battery products and ESS battery products. In 2022 and the six months ended June 30, 2023, REPT BATTERO had a 8.8% and 5.7% market share, ranking third and fourth, respectively, among lithium-ion battery manufacturers globally in terms of global ESS battery installation.

Fangda Partners provided one-stop comprehensive legal services for the global offering of REPT BATTERO. The Fangda team was led by partnersAaron Chen and Jie Chen, and other primary members of the team comprised Cheng Wu and Alison Zhu.

The Chongqing First Intermediate People's Court ("Chongqing First Intermediate Court") recently issued the first-instance judgment on the dispute over standard essential patent (SEP) royalty rates between OPPO companies, including Guangdong Oppo Mobile Telecommunications Corporation Ltd. (collectively, "OPPO") and Nokia companies, including Nokia Corporation and Nokia Technologies (collectively, "Nokia") in Case No. (2021) Yu 01 Min Chu 1232. Fangda Partners represented OPPO throughout the entire first-instance litigation proceeding in this case.

The judgment is a landmark decision made by a Chinese court on global licensing rate-setting for 5G SEPs. Chongqing First Intermediate Court’s decision signaled the China judiciary's active exploration of, and clear determination in, deciding 5G SEP licensing fees. The judgment is also of significance and far-reaching importance in promoting a healthy ecosystem for global SEP licensing.

The dispute between OPPO and Nokia over SEP licensing has drawn widespread global attention. Following the expiration of their previous licensing agreement in 2021 and the failure to reach a consensus on new licensing terms, including 5G SEPs, Nokia initiated lawsuits in multiple countries. As an active counter action, OPPO engaged Fangda to file a lawsuit in the Chongqing First Intermediate Court in July 2021, seeking a Chinese court decision to determine licensing conditions, including global licensing rates, for 5G SEPs.

After over two years and nearly 20 days of cumulative trial, the Chongqing First Intermediate Court, based on considerations and a thoroughly review of highly technical arguments, counterarguments, expert opinions and a large amount of evidence, rendered a first-instance judgment. The court determined the FRAND (Fair, Reasonable, and Non-Discriminatory) licensing fees and related terms that OPPO is obligated to pay Nokia. This judgment is expected to contribute to resolving the longstanding dispute between OPPO and Nokia over SEP licensing, with broader implications for similar cases in China and globally.

The Fangda team was led by partner James HU, and key members included partner Tingting Liao, partner Muran Sun and associate Kaimai Pan.

Fangda advised Jiangsu Aisen Semiconductor Material Co., Ltd. (stock code: 688720.SH, “Aisen Semiconductor”) on its successful listing on the STAR Market of the Shanghai Stock Exchange on December 6, 2024. Aisen Semiconductor issued 22 million shares, raising a total of about RMB617.59 million.

• Founded in March 2010, Aisen Semiconductor primarily engages in the research, development, production, and sales of electronic chemicals. Focusing on the key processes, electroplating and photolithography, in semiconductor manufacturing and packaging, the company has established two major product segments: electroplating solutions with supporting reagents and photoresist with supporting reagents. Its products find extensive applications in integrated circuits, new electronic components and display panels. Leveraging core technologies in formulation design, process preparation and application knowledge, Aisen Semiconductor offers customers integrated solutions (Turnkey) for crucial process steps to meet specific functional requirements for electronic chemicals.

• In the electroplating solutions sector, starting from traditional packaging, Aisen Semiconductor gradually expanded its business into other application areas, covering electroplating processes in fields like passive components, Printed Circuit Board (PCB), advanced packaging, wafers and photovoltaics, with significant progress in advanced processes such as 28nm and 14nm. In the photoresist products sector, Aisen Semiconductor strategically focuses on large semiconductor industry clients, achieving breakthroughs through special technology photoresist materials and gradually realizing domestic photoresist substitution through differentiated competitive strategies, with significant breakthroughs achieved in Organic Light-Emitting Diode (OLED) array manufacturing and negative thick film photoresist materials for advanced packaging. Aisen Semiconductor's downstream customers are mainly concentrated in integrated circuit packaging and new electronic component manufacturing, including domestic IC packaging and testing leaders such as Jiangsu Changjiang Electronics Technology Group, Tongfu Microelectronics Co., Ltd., Huatian Technology Group and ATX Semiconductor (Suzhou) Co., Ltd., as well as international renowned electronic component manufacturers like YAGEO Corporation and Walsin Technology Corporation. In the display panel and wafer manufacturing sectors, Aisen Semiconductor actively collaborates with leading enterprises on critical materials, including collaborations with companies such as Semiconductor Manufacturing International Corporation, Huahong Semiconductor Limited, BOE Technology Group Co., Ltd. and Visionox Company.

Fangda Partners acted as the issuer’s legal counsel, advising at all stages of the listing. The team advising on this transaction was led by partnerMengjie Wang and team members included counsel Shuwen Hu, associates Lulu Xi, Ruochen Li, Menyuan Li, Hermila Zhang and Cecilia Zhang.

On November 20, 2023, Viva Biotech Holdings Group (01873.HK, "Viva Holdings") announced it has completed the equity financing at both Viva Holdings and its subsidiary Viva Biotech (Shanghai) Ltd. (“Viva Shanghai”), bringing in strategic investors High Light Capital (HLC), together with Temasek and True Light. This transaction will strengthen Viva Holdings and Viva Shanghai's technological capabilities, enhance the companies’ research and production service capacities and provide diversified services for global startup pharmaceutical companies and medium to large-sized pharmaceutical enterprises.

Viva Holdings provides drug discovery services to biotechnology and pharmaceutical companies worldwide for their pre-clinical stage drug development, and its business also includes providing Chemistry, Manufacturing and Control (CMC) and/or Contract Development and Manufacturing Organization (CDMO) solutions and incubation of biomedical startups.

This transaction involved a number of cross-border issues, including convertible bond at the overseas listed company level, domestic and oversea entities subscribing for newly issued shares of domestic company and acquiring existing shares held by offshore entity. The deal entailed analysis of regulatory rules in different capital markets as well as analysis of several Chinese approvals, such as merger control. This transaction highlights Fangda’s cross-border equity capital markets capabilities, execution expertise and one-firm seamless delivery on behalf of our clients for their most significant complex transactions.

Fangda Partners advised HLC in this transaction. Fangda’s Shanghai and Hong Kong offices collaborated seamlessly to conduct legal due diligence, analyze capital market-related issues, draft, negotiate and finalize the domestic and overseas transaction documents, and assist client in coordinating Viva Holdings' equity restructuring and Hong Kong Stock Exchange disclosure requirements. The Fangda team on this deal was led by corporate partners Diana Li, Yvette Liu, Arman Lie and Frank Ding and antitrust partner Caroline Huang. Team members included Ryan Li, Chris Zhang, Karen Chan, Brown Lin, Elle Liao, Lu Jia, Lizzie Cheong, Cynthia Zhan, Janet Song and Gordon Chau. In addition, our corporate partner Christina Fu advised Viva Holdings on the overseas documents and Hong Kong Listing Rules compliance, supported by team members Echo Cao and Ferra Wang.

On November 17, 2023, WuXi XDC Cayman Inc. (“WuXi XDC”) (stock code: 02268.HK) successfully spun-off from WuXi Biologics (Cayman) Inc. (“WuXi Biologics”) (stock code: 02269.HK) for a separate listing on the Main Board of the Stock Exchange of Hong Kong Limited (the “HKEx”) and global offering. Fangda Partners provided one-stop comprehensive legal services for the spin-off listing of WuXi XDC and simultaneously acted as its PRC legal advisor and HK legal advisor, and acted as the HK legal advisor and US legal advisor to its controlling shareholder, WuXi Biologics. WuXi XDC a leading CRDMO focusing on the global antibody-drug conjugate (ADC) and broader bioconjugate market dedicated to providing integrated and comprehensive services.

The global offering of WuXi XDC took place on November 17, 2023, making WuXi XDC the largest healthcare and biotech IPO on the HKEx by offering size in 2023 to date. The global offering consisted of approximately 178.4 million shares (prior to the exercise of the over-allotment option) valued at the high-end of the offer price range of HK$20.60 per share for a total offering of approximately HK$3,676 million. Assuming the over-allotment option is fully exercised, the total offering will amount to approximately HK$4,071 million. Simultaneously, the IPO of WuXi XDC introduced seven cornerstone investors with an aggregate subscription amount of over HK$2,346 million, which is the highest so far among all the Hong Kong IPOs in 2023 to date. Morgan Stanley, Goldman Sachs and J.P. Morgan acted as the joint sponsors and overall coordinators, together with CICC, Citigroup and Huatai as the joint global coordinators, joint book runners and joint lead managers of the global offering.

In preparation for the spin-off listing of WuXi XDC, the various offices of Fangda Partners worked closely together and fully utilized the firm’s integrated advantages, which has allowed it to efficiently provide legal services of multiple jurisdictions, including PRC law, HK law and US law to serve WuXi XDC and WuXi Biologics. In particular, Fangda Partners, as the main driver of the deal, efficiently assisted WuXi XDC in the process of obtaining approval from the HKEx for the spin-off listing (as required under Practice Note 15 of the Listing Rules) and completed the CSRC overseas listing filing procedures (as required under the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies of the CSRC) within a very compressed time frame of less than eight months from its kick-off until the listing.

The Fangda Hong Kong team was led by partners Colin Law and Arman Lie, and other primary members of the team comprised Jonathan Wallenberger, Brian Kwok, Karen Chan, Jennifer Mok, Penny Chen, Gordon Chau, Melody Qiu and Andrew Chan; and the Fangda PRC team was led by Partners Jeffrey Ding, Diana Li, Hao Zhang and Jianbo Wei, and other primary member of the team comprised Siyu Chen, Shadow Ye, Jiequan Guan and Candice Xie.

Suzhou Sanegene Bio Inc. (“SanegeneBio”) announced its strategic collaboration with Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd., a wholly owned subsidiary of Huadong Medicine Co., Ltd (“Huadong Medicine”, SZ.000963) on November 9, 2023. The collaboration aims to jointly develop siRNA drugs for chronic metabolic diseases based on SanegeneBio’s innovative LEAD™ (Ligand and Enhancer Assisted Delivery) technology platform. Additionally, both companies will explore opportunities to develop new siRNA drugs in other therapeutic areas. Fangda Partners acted as lead counsel for SanegeneBio and provided legal services for this collaboration.

This collaboration leveraged Huadong Medicine’s extensive expertise in pharmaceutical development, clinical trials and commercialization, fully utilizing SanegeneBio’s proprietary small nucleic acid drug platform, LEAD™, to expedite the development of groundbreaking innovative treatment solutions for patients with chronic metabolic diseases.

Small nucleic acid drugs represent a novel category of medications, distinct from traditional small molecules and antibody drugs. These drugs regulate gene and protein expression at a more upstream level, targeting a broader range of RNA as their point of intervention. Small nucleic acid drugs offer multiple advantages, including wide potential targets, broad indications, strong target specificity, long-lasting effects and good safety profiles. In recent years, aside from rare diseases, small nucleic acid drugs also have demonstrated significant therapeutic potential in various chronic disease areas. Addressing substantial unmet clinical needs, both companies will work together to complement each other’s strengths. The strategic collaboration aims to accelerate the development of siRNA drugs for numerous disease areas, providing advance and improved treatment options for a wider range of patients.

SanegeneBio is an emerging RNAi-based company dedicated to developing innovative small nucleic acid drugs based on RNA interference (RNAi) therapeutics technology. The company has operations in both the US and China. The leadership team is propelled by a team of industry-leading experts in the field of nucleic acid drugs, with profound experience in development of small nucleic acid drugs and cutting-edge technology. Since its inception, SanegeneBio has successfully established proprietary chemical modification platforms and hepatic and extrahepatic delivery platforms, enabling the fast-growth of research and development of small nucleic acid drugs, which covers a broad range of therapeutic areas including cardiovascular and metabolic diseases, immunology-related diseases, and nervous system diseases.

The Fangda team representing SanegeneBio was led by Life Sciences & Healthcare partners Josh Shin and Henry He .Team members included counsel Irene Wu, and associates Audrey Luo and Essie Zhao. The Fangda team advised on transaction structuring and on preparing and negotiating transaction documents.

Nagashima Ohno & Tsunematsu represented a Japanese company in applying for initiation of a civil rehabilitation proceeding before the Tokyo District Court, which is a restructuring-type insolvency proceeding in the Japanese insolvency regime. The Tokyo District Court decided to initiate the civil rehabilitation proceeding and appointed a supervisor to supervise the debtor.

As the Japanese company had assets in Shanghai, to facilitate the civil rehabilitation proceeding in Japan, Fangda represented the company in filing an application before the Shanghai No. 3 Intermediate People's Court, seeking recognition of the Tokyo District Court's decision to initiate the civil rehabilitation proceeding and the appointment of the supervisor. Nagashima Ohno & Tsunematsu provided legal opinions on Japanese law in the recognition proceeding.

The Shanghai No. 3 Intermediate People's Court issued an order in September 2023, recognizing the Japanese civil rehabilitation proceeding and the legal standing of the supervisor, and allowing the supervisor to supervise the Japanese company’s self-management of its own assets and business operations in China.

According to public information, this decision was the first recognition of a Japanese insolvency proceeding by a Chinese court. When examining whether a reciprocal relationship existed between China and Japan, the Shanghai No. 3 Intermediate People’s Court clarified that the precedents in which both countries denied recognition of each other's civil and commercial judgments were not relevant to cross-border insolvency cases. Further, the court held that there was a reciprocal relationship between China and Japan in cross-insolvency cases because there was no legal obstacle under Japanese law for a Japanese court to recognize a Chinese insolvency order.

This case marks an important further development in China's judicial practice on cross-border insolvency. For one thing, the court actively explored the criteria for Chinese courts to recognize foreign insolvency proceedings. Those criteria include the scope of foreign insolvency proceedings, the principle of reciprocity, the reasons for non-recognition, and the legal standing and duties of foreign administrators. For another, this case reflects the positive and open attitude of Chinese courts towards extraterritorial requests in cross-border insolvency cases.

The Fangda team was led by Partner Nuo Ji, with Partner Lingqi Wang and counsel Jessica Li primarily in charge of the case and with associate Yujun Zhang providing support.

Fangda Partners advised CapitaLand China Trust (“CLCT”) on its offering of CNY600 million bonds in the China (Shanghai) Pilot Free Trade Zone (the “FTZ”). The bond has a three year tenor and an annual coupon of 3.80%.

This issuance marks CLCT’s first offshore bond issuance in the FTZ. It is also the first issuance by a Singapore-based issuer and the first by a Singapore real estate investment trust (“REIT”) on the FTZ offshore bond market. The issuance provides Singapore issuers and REITs access to RMB funds by tapping the offshore debt capital markets, and marks a milestone in continued development and diversification of the FTZ offshore bond market.

Fangda, acting as both the international counsel and the PRC counsel to the issuer on this landmark transaction, provided one-stop legal services to CapitaLand. Fangda was deeply involved in structuring the transaction and worked closely with CapitaLand and other professional advisors to overcome various deal execution challenges to achieve the successful completion of this innovative cross-border debt offering.

The Fangda team was led by partners Christine Chen and Annie Shen on international legal matters and Joyce Zhou on PRC legal matters. The Fangda team included counsels Siyu You and Jason Zhao, as well as associates Michelle Miu, Roselyn Li, Yuheng Hu and Pearl Deng.

Fangda Partners represented the Arab Republic of Egypt (“Egypt”) in its issuance of the three-year Renminbi-denominated sustainable development bonds in an aggregate principal amount of RMB3.5 billion (the “Bonds”). The deal was successfully closed on 17 October 2023 and recorded the largest ever issuance among sovereign panda bond offerings. This deal has an innovative transaction structure – two multilateral development banks rated AAA by international rating agencies, the Asian Infrastructure Investment Bank and the African Development Bank, provide unconditional and irrevocable guarantee for the full payment of the principal of and interest on the Bonds, making it the first sovereign panda bond offering guaranteed by multilateral development institutions.   This deal marks an important milestone in the opening up of China’s debt capital markets and a new chapter on the panda bond market with its impressive array of "firsts":

• The first panda bonds issued by an African issuer
• The first sustainable development sovereign panda bonds
• The first sovereign panda bonds under a guarantee structure

The Bonds are offered through private placement on China’s national interbank bond market to qualified institutional investors, with a coupon rate of 3.51%. The net proceeds from the offering of the Bonds will be used in accordance with Egypt’s Sovereign Sustainable Financing Framework (November 2022) earmarked for eligible sustainable expenditures.

This offering, as a landmark financing transaction under the green “Belt and Road” initiative, manifests the achievements of the cooperation between China and Egypt in the areas of sustainable development and debt capital markets. It is expected to propel the joint efforts of China and Egypt as well as Africa at large to build up the “Belt and Road” connections and promote the expanded use of the Renminbi in Egypt.

The transaction presented significant challenges due to its innovative structure, numerous parties involved and the unique features brought by a sovereign as issuer and multilateral development banks as guarantors. Leveraging their extensive experience in advising panda bond offerings by sovereign, supranational and agency issuers, Fangda team provided in-depth PRC legal advice on the guarantee structure, the documentation requirements and other aspects of the transaction as the sole PRC legal counsel during the early stage of deal preparation. After the working group proceeded into the deal execution stage, Fangda team drafted the key transaction documents in English and Chinese and advised the issuer on various aspects relating to the Bonds under PRC law, including, among other things, on program registration, bonds offering and ongoing obligations. Fangda received ample compliments from the client. Fangda team was led by partner Christine Chen, and the team members included counsel Helen Zhao and associates Helen Wang, Howie Jiang, Roselyn Li and Mengyang Wang.

Fangda served as transaction legal counsel for MultiMetaVerse Holdings Limited ("MMV")" in its acquisition of Taomee’s PRC entities, i.e., Shanghai Shengran Information Technology Co., Ltd. and all of its consolidated VIEs. The transaction price consisted of RMB 543 million in fixed consideration and a minimum of RMB 17 million in variable consideration based on certain adjustments, representing 100% equity shares in Taomee's PRC entities. The transaction was signed and publicized on September 15, 2023.

MMV is a Nasdaq-listed company focusing on animation and entertainment catering to China’s youth market. The company established a brand-centered business model to independently innovate and develop proprietary brands in the Chinese entertainment industry, market these brands to users, motivate users with original user-generated content (UGC), and create long-term engagement by users through immersive online and offline entertainment experiences.

Taomee is one of China’s leading entertainment and media companies for the youth market, with established and popular original brands including “Mole’s World”, “Seer” and “Flower Angel”. It has successfully developed and operated many popular video games.

The acquisition is a major milestone for MMV in expanding its portfolio and will significantly enhance its financial performance from both revenue and cash flow perspectives.

The Fangda team on this deal was led by corporate partner Sufina Cai, and the team members included IP partner Devan Shao, counsels Winnie Yu and Cabrina Fu, and associates Phyllis Luo, Kate Kong, Tracy Long and Spencer Zhu. Fangda handled the legal due diligence and the deal structuring and documentation.

Fangda Partners represents Cognex Corporation (NASDAQ:CGNX; “Cognex”), a world’s leader in industrial machine vision, on its agreement with Trustar Capital, a private equity affiliate of CITIC Capital Holdings Limited, on the acquisition of Moritex Corporation (“Moritex”). Moritex is a leading global provider of optics components headquartered in Japan, with a global footprint of manufacturing facilities and administrative offices.

Cognex will acquire 100% of the equity interests in Moritex for JP¥40 billion (approximately US$275 million). This transaction will be Cognex’s largest acquisition in its history and is expected to close by the end of 2023. Through this acquisition, Cognex will expand its optical components’ segment, increasing Cognex’s served market and deepening its penetration of the Japanese machine vision market. Machine vision is the technology which provides imaging-based automatic inspection and analysis.

Fangda acted as Cognex's China legal counsel, providing a full range of Mainland China and Hong Kong related legal services, including legal due diligence, as well as various work relating to preparation and negotiation of transaction documents and W&I insurance. The Fangda team was led by corporate partners Norman Zhong and Hao Zhang and team members included associates Zhuxin Liu, Jingyi Li and Kyle Liu from the firm’s Shanghai office, Ella Yu and Lynn Zhang from the Shenzhen office and Sunny To from the Hong Kong office.

Fangda Partners has advised leading Chinese smart electric vehicle (“Smart EV”) company XPENG Inc. (“XPENG”, NYSE: XPEV and HKEX: 9868-W) on its strategic partnership with a world’s leading mobility technology platform DiDi Global Inc. (“DiDi”), announced on August 28, 2023. The partnership brings together the commercial and technological strengths of both companies and will significantly accelerate the adoption of Smart EV and technologies in the mass market.

XPENG will issue Class A ordinary shares, representing approximately 3.25% of its outstanding share capital upon the completion of the issuance, to acquire the assets and R&D capabilities related to DiDi's Smart EV project. DiDi will become a strategic shareholder of XPENG. The newly-developed Smart EV under this project will enter the market as XPENG’s first product of the new brand after transaction.

XPENG will become the first automotive manufacturing company drawing on DiDi’s comprehensive ecosystem. Both parties will explore strategic cooperation in a number of areas, including marketing, financial and insurance services, charging, Robotaxi and international market expansion.

Fangda acted as PRC legal counsel to XPENG and advised on PRC related transactions throughout the whole project. The team advising on this transaction was led by partners Jeffrey Ding (Capital Markets), Norman Zhong (Corporate/M&A) and Claudia Yun (Intellectual Property), and main team members included counsels Zhangxian Chen, Cindy Zhang, Qian Guan and Cassie Chang, with support from associates Zhuxin Liu, Wyatt Zhang and Kyle Liu.

Fangda Partners represented NWTN Inc. (“NWTN”), a NASDAQ-listed corporation, as its PRC and Hong Kong legal advisers for its US$500 million worth strategic investment in China Evergrande New Energy Vehicle Group Limited (“Evergrande Vehicle”), a Hong Kong-listed corporation, along with a series of complex transaction arrangements. The successful completion of this transaction will result in NWTN acquiring 27.50% of the total number of issued shares in Evergrande Vehicle.

NWTN is a leading green energy enterprise headquartered in Dubai, United Arab Emirates. It is dedicated to offering premium smart passenger-centric electric mobility products and sustainable energy solutions on a global scale. Evergrande Vehicle is listed on the Hong Kong Stock Exchange, which specializes in technology research, development, production, and sales of new energy vehicles. The transaction was carried out in conjunction with the restructuring of the offshore debt of China Evergrande Group ("Evergrande Group"), which involved a capitalization of debt with respect to the loans provided to Evergrande Vehicle by Evergrande Group and its controlling shareholder, Mr. Hui Ka Yan, as well as Evergrande Group’s issuance of exchangeable bonds to its creditors in exchange for shares of Evergrande Vehicle.

Fangda made a whitewash waiver application to the Securities and Futures Commission, resulting in NWTN not being subject to the obligation to extend a general offer. Fangda formulated a highly structured voting relationship among NWTN and certain existing shareholders of Evergrande Vehicle that would align control and yet did not disqualify NWTN from its entitlement to the waiver. Subsequent to the completion of Evergrande Group's debt restructuring and the full exchange of the exchangeable bonds, NWTN is set to become the single largest shareholder of Evergrande Vehicle. To assist Evergrande Vehicle with immediate resumption of its production, NWTN agreed to provide significant transitional funding support to Evergrande Vehicle. Fangda provided innovative solutions to secure repayment obligations owing to NWTN while financing resumption of Evergrande Vehicle's operations.

Following completion of this transaction, NWTN will take over management of Evergrande Vehicle and acquire control over its board from Evergrande Group. Importantly, this transaction aligns seamlessly with Evergrande Group's broader debt restructuring strategy, projecting its significance in the context of Evergrande Group's debt resolution.

Benefiting from the sustained growth of the smart electric vehicle industry, this transaction illustrates NWTN leveraged on a unique opportunity to fund growth, acquire board control and create synergies across the global EV industry through a minority investment in a Hong Kong listed target.

Fangda's Greater Bay Area offices in Shenzhen, Hong Kong, Guangzhou and Beijing worked closely to orchestrate this transaction. By leveraging the Firm's integrated strengths, Fangda provided NWTN with a full range of transactional services, support and legal guidance. The Fangda team was led by Colin LAW, partner of Fangda's Hong Kong Capital Markets practice; Sufina CAI and Patrick LI, both partners of Fangda’s Corporate practice; Romy ZHUO, partner of Fangda’s Banking and Finance practice; Yi SU, partner of Fangda’s Dispute Resolution practice and Jin WANG, partner of Fangda’s Anti-Trust practice.

Team members of Fangda’s mainland China offices included Cabrina FU and Terry LING(both counsels), Xiangyun KONG, Emily XUE, Jaden JI, Scarlett CHANG, Ariel YUAN, Xihan QIN, Chloe XING, Greta WU, Ganxin ZHANG and Jingru LI. Fangda's Hong Kong team included Hong DING, Lizzie CHEONG and Crystal HUANG.

Fangda has advised Gambol Pet Group Co., Ltd. (stock code: 301498, “Gambol”) on its successful listing on the ChiNext board of the Shenzhen Stock Exchange on August 16, 2023. Gambol issued a total of 40,004,500 shares, raised just under RMB1.6 billion.

Gambol is one of the leading companies in China’s domestic pet food market and, after the listing, is likely to be the largest Chinese pet food company by market value. Gambol always adheres to the concept of "global vision, continuous innovation" and is committed to producing nutritious and healthy pet food that consumers need for their pets, aiming to become a leading pet food company both in China and internationally.

Gambol’s main business is the research and development, production and sales of pet food, including dog and cat staple foods, snacks and healthcare products. When the company started, it principally processed pet food for global retailers and pet brand operators, including Walmart, Smucker’s, and Spectrum Brands, earning Gambol a leading reputation among consumers for the quality of its products. Gambol has created a series of its own brands such as "Myfoodie". Committed to becoming the benchmark of the domestic pet food industry, Gambol has established a certain brand image and popularity among mass consumers.

Fangda acted as legal counsel to the issuer, advising at all stages of the listing. Fangda previously acted as investor’s PRC legal counsel on Gambol’s A-round strategic financing in 2016 and then acted as Gambol’s legal counsel on its B-round financing in 2019. The team advising on this transaction was led by partners Yan Kang and Avica Wang, and team members included counsel Zhangxian Chen, and associates including but not limited to Jasmine Zhu and Tracy Cai.

June 28, 2023, YSB Inc. ("YSB", stock code: 9885) is listed on the Main Board of Hong Kong Stock Exchange. Fangda acted as YSB's PRC legal counsel and data compliance legal counsel for this listing, provided legal services for the entire listing process from PRC legal perspectives.

Since 2015, YSB has operated the "YSB Platform", a digital pharmaceutical platform serving businesses outside of hospitals. According to relevant industry consultant’s report, YSB is the largest digital pharmaceutical platform serving businesses outside of hospitals in China, of which the gross merchandise value reached RMB 37.8 billion in 2022, and YSB also serves the largest digital pharmaceutical transaction and service network, including, among others, around 354,000 downstream pharmacies and around 173,000 primary healthcare institutions, as of 31 December 2022.

Fangda is committed to continuously empowering enterprises by providing "one-stop" legal services. As part of this commitment, Fangda is pleased to have cooperated with YSB and to have witnessed YSB's great business success. During this years-long cooperation, Fangda has provided YSB with high-quality professional legal services on the area of corporate finance and capitalization matters.

The team advising on this transaction was led by partners Jeffrey Ding and Patrick Li, and team members included Emily Xue, Esther Wu, Hale Lu, Scarlett Chang, Churchill Yin, Ariel Yuan and Lewis Liu. Data compliance partner Gil Zhang also supported this transaction, providing legal advice on data compliance and cybersecurity. Data compliance team included Patrick Guo, David Ye and Yanbin Liu.

Fangda’s Intellectual Property team helped Ralph Lauren Corporation ("Ralph Lauren") obtain a favorable judgment in its unfair competition lawsuit against Shanghai RuiFa Garments Co., Ltd. ("RuiFa"). The case was heard in the first instance by the Suzhou Intermediate People's Court and in the second instance by the Jiangsu High People's Court. The litigation stretched more than four years before the judgment against RuiFa was finally effective as determined by the second instance court. This case was selected as one of the top ten model cases on anti-unfair competition from 2020 to 2022 by the Suzhou Intermediate People's Court in April 2023.

As Ralph Lauren's first successful case protecting its product packaging and store design and decorations, the judgment not only effectively protected Ralph Lauren's legitimate rights in its product packaging and store decoration, but also was significant in suppressing the systematic counterfeiting by RuiFa. The judgment aligns with the current judicial focus on preventing unfair competition, creating an intellectual property ecosystem that respects the value of knowledge and innovation, and promoting a more predictable, international, rule-based and friendly environment for business.

The judgment contained three significant concepts. First, the court found that the product packaging and store interior design claimed by Ralph Lauren were overall significant and should be protected. Second, the court found that RuiFa engaged in unfair competition due to its intent to systematically counterfeit Ralph Lauren products and its store design and to illegally benefit from that counterfeiting. Third, in addition to fully supporting Ralph Lauren's claim for RMB 3 million, the court made clear that its decision was limited to RuiFa's acts of unfair completion and did not limit Ralph Lauren from pursuing further claims and compensation in another lawsuit for trademark infringement.

The Fangda team was led by partner Alexandra Yang and included team members Faery Song, Andrea Long, Yujia Sun and Charles Zhang.

Fangda’s Dispute Resolution team represented D Securities Co., LTD. ("D Securities"), who had acquired shares from its debtor Li (who was the ex-shareholder of HS Group Co., LTD. ("HS Group") through judicial enforcement procedure, on the successful claim by “restricted shares” shareholders to enforce their rights against a listed company to lift the restrictions in a successful judgment decided by the Shanghai High People’s Court. The case was one of the top 10 typical cases issued by Shanghai Financial Court. The decision is a landmark decision because it declares in the case that the relevant commitment conditions of the restricted shares have been fulfilled, the transferee has the right to request the listed company to cooperate with the procedures for unblocking the restricted shares and hidden commitments are not binding on bona fide transferee.

The case involved the issue of restricted shares held in a listed company (HS Group). At second instance the Shanghai High People’s Court decided that HS Group had infringed the rights of D Securities by failing to unblock the restricted shares held by D Securities. D Securities was also awarded compensation of more than RMB 5 million based on D Securities’ restriction on being able to sell its shares freely.

This is a rare case in which the listed company has been successfully sued by the transferee of restricted shares. This was the first such case decided by the Shanghai Financial Court at first instance. The court decreed that it was a matter of good faith that the listed company should unblock the restricted shares. That decision was upheld on appeal by the Shanghai High People’s Court.

In China’s current securities market, there are a large number of cases in which market participants hold restricted shares for reasons ranging from M&A deals and investments. Increasingly, shareholders have sought to pay off their debts by transferring restricted shares or have been required to do so by judicial enforcement. Then, creditors or other third parties may acquire such restricted shares as transferees through judicial enforcement procedure. While these new shareholders seeks to lift the sell restriction after acquiring the restricted shares, the listed company are often unwilling to cooperate due to various reasons, resulting in the transferees still facing difficulties in exercising rights after obtaining restricted shares in judicial enforcement procedure. The effective judgment of this precedent case by Shanghai court that supports lifting the ban undoubtedly makes clear a way for those shareholders to fight for the dealing of their restricted shares without being prevented from doing so by the listed company.

The Fangda team acted for D Securities, initially supporting D Securities‘ participation in the extraordinary shareholders' meeting and then subsequently in litigation. The Fangda team was co-led by Dispute Resolution Partner Jason Li and Capital Markets PartnerYvette Liu, with members including Dispute Resolution counsel John Tao and associate Eva Xu, and others. Credit also goes to our ex-colleagues Debi Song and Yuyang Li for their contribution to the case.

Fangda acted as PRC legal counsel to Saudi Arabian Oil Company (hereinafter, “Saudi Aramco”) in connection with its strategic investment in two significant Chinese petrochemical companies and the entering into of a series of commercial arrangements.

On March 26, 2023, Saudi Aramco signed the definitive agreements in relation to a joint venture with NORINCO Group and Panjin Xincheng Industrial Group, in which Saudi Aramco will hold 30% of equity interest. The parties will jointly construct a refinery and petrochemical complex in Panjin, Liaoning. The refinery and petrochemical complex is expected to be fully operational by 2026. The complex shall combine a 300,000 barrels per day refinery and a petrochemical plant with an annual production capacity of 1.65 million metric tons of ethylene and 2 million metric tons of paraxylene. Saudi Aramco will supply up to 210,000 barrels per day of crude oil feedstock to the complex.

On March 27, 2023, Saudi Aramco’s subsidiary, as a foreign strategic investor, signed a share purchase and sale agreement with Zhejiang Rongsheng Holding Group Co., Ltd., purchasing 10% plus one share of the listed company, Rongsheng Petrochemical Co. Ltd. (hereafter, “RS ListCo”), for RMB24.6 billion. Meanwhile, Saudi Aramco and its subsidiaries signed the Strategic Cooperation Agreement and a series of strategic agreements with RS ListCo and its subsidiaries. The parties will cooperate in crude oil purchase, feedstock supply, chemicals sales, refined and chemical products sales, crude oil storage and technology, in particular, Saudi Aramco will provide a long-term stable supply of 480,000 barrels per day of crude oil to RS ListCo and its subsidiaries.

Saudi Aramco is a comprehensive international crude oil group with years of history. It is the largest integrated energy and chemicals company and the largest oil company in the world. Its main business includes petroleum exploration, development, production, refining, transportation and sales, etc., and has been listed on Tadawul since 2019. RS ListCo is listed on Shenzhen Stock Exchange, its subsidiary ZPC operates the largest integrated refined and chemical complex in China.

The different practice groups within Fangda cooperated closely in these two transactions, acting as an integrated team, and providing comprehensive legal services to Saudi Aramco covering corporate law, capital markets, project financing, anti-trust and national security review, and labor law.

Fangda’s team providing services to Saudi Aramco was led by corporate team partners Fang Jian and Pan Siyuan, with support from partners Jiang Xueyan and Cong Dalin from Capital Market team, Michael Han and Caroline Huang from Anti-trust team, Kang Yingjie from Compliance team, Romy Zhuo from Banking team and Zhou Bo from Employment team. The other key team members include counsel Sam Wang and counsel Eunice Dai.

KRP Development Holdings Limited (“KRP Development”, stock code: 02421.HK) was listed on the Main Board of the Hong Kong Stock Exchange by way of introduction on March 23, 2023. As a boutique residential property developer in the Greater Bay Area, KRP Development is principally engaging in development and sales of residential properties in the fast-developing residential markets in Dongguan, Huizhou and Foshan. KRP Development has developed two major product series, “Villas” series and “Mansion” series, targeting different homebuyers. Through years of accumulated experience in urban renewal projects, KRP Development has a competitive strength in the acquisition and development of urban renewal projects in Dongguan and Foshan.

KRP Development was spun off from Hong Kong-listed Karrie International Holdings Limited (“Karrie International”, stock code: 01050.HK). Before the spin-off and reorganization, Karrie International held 100% equity interest in KRP Development. KPR Development designed and implemented the spin-off plan, completed KRP International’s share distribution, and obtained approval from Hong Kong Stock Exchange for the spin-off and listing. Fangda assisted KRP Development in successfully completing its reorganization before the spin-off and listing.

Fangda acted as KRP Development’s PRC legal counsel, advising at all stages of the transaction including KRP Development’s pre-listing spin-off, reorganization and domestic company division, legal due diligence, prospectus and listing application drafting, and communication with regulatory authorities. Fangda team on this deal was led by partner LUO Ke, and the major team members included Napoleon Zhao, Elaine Li, Jing Xu and Ganxin Zhang.

On February 16, 2023, the Dongguan Municipal People’s Government and the Airport Authority Hong Kong (AAHK) signed a Co-operation Framework Agreement (CFA) to implement and foster the long-term development of the “Dongguan-Hong Kong International Airport Logistics Park and Sea-air Intermodal Cargo Transshipment” initiative between Mainland China and Hong Kong. This marks a key milestone in the AAHK-led Hong Kong International Airport Logistics Park (HKIALP) project (the “Project”). Fangda acted as the legal counsel to AAHK and provided one-stop legal services advising on PRC and Hong Kong laws.

Under the Project, AAHK will set up the HKIALP in Dongguan and a new airside intermodal cargo pier within Hong Kong International Airport’s three-runway system. The first phase of the Project is contemplated to commence operation in 2025. This first-of-its-kind Project allows export cargo from the Chinese mainland to undergo security screening, palletization and cargo acceptance procedures in advance at an upstream Dongguan logistics park and then be directly transported by sea to a dedicated airside cargo pier at Hong Kong International Airport for direct transshipment to overseas destinations, without repeating the relevant screening procedures. Conversely, cargo from overseas may also be imported into the Chinese mainland via Hong Kong through a similar, reverse process.

The Secretary for Transport and Logistics, Mr. Lam Sai-hung said, “Hong Kong is an international aviation hub with a wide international aviation network, while Dongguan is a premier manufacturing base in the Greater Bay Area (GBA). Based on the existing mutually beneficial co-operation, the CFA effectively combines the competitive edges of Hong Kong and Dongguan and creates synergy. It is yet another example of Hong Kong using its strengths to contribute to the needs of the country and integrate into the mutually beneficial development of the GBA.”

Fangda has served as the legal counsel to this Project since 2021 and successively assisted AAHK in achieving essential milestones, including the establishment of the project company, the implementation of the Pilot Scheme for testing, establishment and improvement of the operation of the Project, and the conclusion of agreements with Cathay Pacific Airways Services Co., Ltd. and other air cargo services operators. Fangda also provided professional and effective legal solutions for specific issues related to the investment structure, transaction documentation, industry regulation, compliance, and employment matters. This is the second time that Fangda has advised AAHK on a major GBA cooperation project, after having previously advised AAHK on its signing of the Co-operation Memorandum of Understanding (MoU) with the Zhuhai Municipal People’s Government in November 2022.

The Fangda team was led by partner Joe Zhou and the main team members included Helen Huang, Neal Yang and Joe Scheu. Support was also provided by Real Estate & Construction partner Stephen Lin and counsel Amber Wang, Labor & Employment partner Lisa Zhao and Data Compliance/Cyber Security partner Gil Zhang.

Fangda advised Motorcomm Electronic Technology Co., Ltd. (stock code: 688515, “Motorcomm”) on its successful listing on the STAR Market of the Shanghai Stock Exchange on February 10, 2023. Motorcomm issued 20 million shares, raising a total of about RMB1840 million.

• Motorcomm is one of the very few Ethernet physical layer chip suppliers in Chinese Mainland that owns independent intellectual property rights and has achieved large-scale sales. It focuses on the R&D, design and sales of high-speed wired communication chips. Since its establishment, Motorcomm has always adhered to the “market-oriented, technology-driven” development strategy, with the goal of achieving high reliability, high stability and Chinese localized production of communication chip products.
• The Ethernet physical layer chip independently developed by Motorcomm is one of the essential basic chips for wired transmission in data communication. With strong R&D and design capabilities, reliable product quality and high-quality customer service, Motorcomm’s products have successfully entered Chinese local market that has been dominated by international giants for a long time in the past, targeting many well-known domestic enterprises.

Fangda Partners acted as the issuer’s legal counsel, advising at all stages of the listing.

On February 9^th, 2023, Hesai Group (“Hesai”) was successfully listed on NASDAQ in U.S. (stock code: HSAI). Fangda acted as the PRC legal counsel to the underwriters and provided legal services for the entire listing process from PRC legal perspectives. Through this successful listing, Hesai became “China's first LiDAR stock”. Hesai issued 10 million American Depositary Receipts, raising US$190 million (assuming no over-allotment option is exercised), making it the largest IPO for a Chinese concept stock during the past 18 months.

Hesai is the global leader in three-dimensional light detection and ranging (LiDAR) solutions. The Company’s LiDAR products enable a broad spectrum of applications across passenger and commercial vehicles with advanced driver assistance systems (ADAS) and autonomous vehicle fleets (autonomous mobility). Hesai's technology also empowers robotics applications such as last-mile delivery robots and logistics robots in restricted areas. Hesai integrates LiDAR designs with an in-house manufacturing process, facilitating rapid product development while ensuring high performance and consistent quality. Hesai has established strong relationships with leading automotive OEMs, autonomous vehicle, and robotics companies worldwide, covering over 90 cities in 40 countries.

Fangda is committed to continuously empowering “key and core technology” enterprises by providing one-stop legal services. As part of this commitment, Fangda is pleased to have cooperated with Hesai and to have witnessed the company's great business success. During this years-long cooperation, Fangda has provided Hesai with high-quality professional legal services on capitalization matters and intellectual property matters.

The team advising on this transaction was led by partners Jeffrey Ding, Mengjie Wang and Brian Liu, and team members included Cesar Chang, Siling Wu, Jaden Ji and Ruolin Zhang. Data compliance partner Gil Zhang also supported this transaction, providing legal advice on data compliance and cybersecurity. Data compliance team members included Huihui Li, Katharina Zhang and Kaixian Zheng.

On January 31, 2023, L Catterton Asia Acquisition Corp (“LCAA”, NASDAQ: LCAA), a special purpose acquisition company, and Lotus Technology Inc. (“Lotus Tech”) announced that they have entered into a definitive agreement and plan of merger. Upon completion of the transactions contemplated by the merger agreement, the combined company’s ordinary shares are expected to be listed on the Nasdaq under the ticker symbol “LOT”. Fangda acted as the PRC legal counsel to LCAA, advising at all stages of the transaction.

Headquartered in Wuhan, China, Lotus Technology has operations across China, the UK, and the EU. It is a pioneering luxury electric vehicle maker that operates under the iconic British brand, Lotus. With the backing and global resources of one of its shareholders, Geely Holding, Lotus Technology is dedicated to delivering luxury lifestyle battery electric vehicles including SUVs and sedans with a focus on world-class R&D in next-generation automobility technologies such as electrification, digitalisation and more.

LCAA is a special purpose acquisition company listed on the Nasdaq that is affiliated with L Catterton, a leading global consumer-focused investment firm. Founded in 1989, L Catterton has made over 250 investments in some of the world's most iconic consumer brands, managing more than USD$30 billion of capital across three multi-product platforms: private equity, credit, and real estate. Leveraging deep category insight, operational excellence, and a broad network of strategic relationships, L Catterton’s team of more than 200 investment and operating professionals across 17 offices partners with management teams to drive differentiated value creation across its portfolio.

Fangda team on this deal was led by corporate partner Chen Bao, of-counsel Suyin Tan and counsel Stephen Liu, with support from IP partner Fang Qi, antitrust partner Jin Wang and counsel Joy Wong, and compliance counsel Sophia Han. Team members include Ed Zhang, Danae Wu, Sandy Peng, Koral Zhu, Irene Li, Sally Hong and Allison Zhang.

Fangda advised Kingsoft Cloud Holdings Limited (“Kingsoft Cloud”, NASDAQ: KC, HKEx: 3896), China’s leading cloud service provider, on its successful dual-primary listing by way of introduction on the Main Board of the Hong Kong Stock Exchange on December 30, 2022. After advising on Kingsoft Cloud's successful listing on the New York Stock Exchange in 2020 and its subsequent follow-on offering, Fangda has continued to act as Kingsoft Cloud's PRC legal counsel and data compliance legal counsel for its listing on the HKEX, providing one-stop legal services.

Kingsoft Cloud delivers high-quality cloud solutions and extensive services to the full range of businesses and organizations, based on its comprehensive cloud infrastructure, advanced cloud-native products, industry-specific solutions, and end-to-end fulfillment and deployment services.

The team advising on this transaction was led by partners Jeffrey Ding, Tianyi Chen and Gil Zhang and counsels Jianbo Wei and Cassie Chang. They were supported by team members including Xin Yue, Zoe Hu, Tracy Cai, Jason Wang, Ruolin Zhang, Patrick Guo, Kaixian Zheng, Yanbin Liu, Amanda Yu and Lewis Liu.

Fangda acted as the lead legal counsel for Nayuki Holdings Limited (“Naixue”, stock code: 02150.HK) in its strategic investment in Shanghai Chatian Catering Management Co., Ltd., which operates the freshly made tea brand “Lelecha”, for approximately The consideration of the acquisition is approximately RMB525 million.

Upon completion of the transaction, Naixue will hold 43.64% of the shares and become Lelecha’s largest shareholder. The transaction was signed and announced on December 5, 2022, and is subject to a series of closing conditions.

This is the largest transaction in China’s freshly made tea sector in 2022, according to news reports. The deal is a further example of the strength of the firm’s Greater Bay area capability, which has been of particular value to clients during a period of industry-wide consolidation.

Naixue has been listed on the Hong Kong Stock Exchange since June 2021 and is known as the “first freshly made tea stock”. Lelecha is one of the leading companies in the domestic freshly made tea sector, founded in 2016 in Shanghai, and currently operates more than 100 stores in nearly 20 cities nationwide.

Fangda’s Greater Bay Area Shenzhen office, Hong Kong office and Shanghai office worked closely together in this cross-border project, offering full legal services to the client in a deal that involved multiple stakeholders, overcoming Covid-19 constraints and working to a tight timescale.

The Fangda team was led by corporate partners Qiang Ma and Chuck Sun, and team members included counsel Haipan Hu and associates Zhuxin Liu, Haiying Wang, Jessica Zhuang, Qianyu Peng. Partner Raymond Chan and associate Joyce Pei in Fangda’s Hong Kong office provided Hong Kong law advice.

Fangda has successfully helped Tsuburaya Productions to affirm its legitimate copyright over the Ultraman character used in the “Dragon Force: So Long Ultraman” animation movie. The case, which has been ongoing for five years, involved Tsuburaya bringing a claim against Guangzhou Blue Arc Animation Media Co., Blue Arc Culture Communication Co., and Guangzhou Blue Magic Culture Communications Co, Le Vision Pictures (Beijing) Co., and other defendants.

Tsuburaya Productions is a Japanese special effects studio founded in 1963. The studio is best known for producing the Ultra Series.

In 2017, Tsuburaya Productions Co. started an action against the makers and distributors of the “Dragon Force: So Long Ultraman” movie, which used the Ultraman character in breach of copyright. Ultraman was both one of the key characters in the movie and the focus of the movie’s publicity. BlueArc Animation Studios claimed that it obtained the license for Ultraman’s image based on an alleged 1976 Agreement.

Tsubaraya Productions always maintained that this alleged 1976 agreement was a forgery and that it has never entered into any agreement in English with a Thai businessman in 1976. The dispute went to litigation in a number of countries. The forgery was confirmed in court cases in Thailand and the US, but initially the Chinese courts found in favor of the defendants.

Tsuburaya Productions was then counselled by Fangda to safeguard and protect its interests. The Fangda team conducted a comprehensive examination of the copyright issue of Ultraman series, clarified all legal relationships and finally ended the five-year litigation by winning the case at first and the second instance.

The Fangda team was led by our Intellectual Property Partners Hans She and Devan Shao and Japanese Practice Partner Haiping Sun, and the team included Counsel Xiaote Jin and associates Andy Zhu and Echo Qin.

Fangda advised Shenyang Machine Tool Co., Ltd (“Shenyang Machine Tool”, 000410.SZ) on its private placement (“non-public offering”) which raised just under RMB1.5 billion. The transaction was completed on October 28, 2022. The placement was fully taken up by Shenyang Machine Tool’s controlling shareholder, China General Technology (Group) Holding Co Ltd.

Shenyang Machine Tool is the first A-share listed machine tool company in China. It has extensive experience in machine tool R&D, manufacturing, sales, industry solutions and supporting parts production. The objective of the non-public offering is to reduce the company’s debt risk exposure, strengthen its asset-liability ratio and generally enhance its financial stability. By increasing its shareholding, China General Technology (Group) Holding Co Ltd. has demonstrated its confidence in Shenyang Machine Tool and in the high-tech machine tool industry generally.

Fangda acted as legal counsel to Shenyang Machine Tool, advising at all stages of the transaction, further confirming the firm’s capital markets expertise. The Fangda team was led by partners Lu Liu and Guanbing Chen, and the team members included Albert Zhu, Rick Jiang, Qianwen Hong, Laura Tao, Nan Cao, Charlotte Mao and Elizabeth Sun.

On September 20, 2022, Fangda Partners represented ChuanQi IP Co. (“ChuanQi IP”) as a licensor in the lawsuit that it launched against Shanghai Kingnet Network Co. (“Shanghai Kingnet”) and Zhejiang Huanyou Network Technology Co. (“Zhejiang Huanyou”) in the Shanghai High People’s Court. The Shanghai High People’s Court found in favor of ChuanQi IP, annulling an earlier decision taken by the court at first instance and ensuring that Shanghai Kingnet should bear joint and several liability for its wholly-owned subsidiary Zhejiang Huanyou’s debt of RMB480 million incurred under the licensing agreement for the online game Legend of Mir II.

The case involved a number of complex issues, including the situation of “excessive command and control" causing denial of corporate personality, the standard for certifying shareholder’s independence in a One Person Company, and the connotations of the individual case of Denial of Corporate Personality. The decision of this case shed light on these issues and clarified the judicial interpretations of Denial of Corporate Personality.

ChuanQi IP originally started the arbitration against Zhejiang Huanyou in Singapore in 2017 for failure to pay licensing fees. The Shanghai High People’s Court decision marks the end of this five-year legal action. Partner Devan Shao said, “We have represented ChuanQi IP all the way through its claim, from the original application to go to arbitration, to having the Singapore arbitration award recognized and executed and through the final judgment. It was a great honour to witness and accompany ChuanQi IP through its ‘legendary’ twists and turns of the case.”

The Fangda team was led by our Intellectual Property Partner Devan Shao and the team included associate Yuner Wang and formerly Jie Wang and Debi Song (whose contribution is greatly appreciated).

Fangda advised InnoCare Pharma Limited (stock code: 688428, “InnoCare”) on its successful listing on the Shanghai Stock Exchange’s STAR Market on 21 September, 2022. InnoCare issued 264,648,217 shares, raising a total of about RMB2.9 billion.

Previously in March 2020, InnoCare had listed on the Hong Kong Stock Exchange. The listing on the SSE STAR market marks this overseas-listed red-chip company’s successful listing and trading in Hong Kong and in Chinese mainland.

• InnoCare is an innovative biopharmaceutical enterprise powered by its groundbreaking independent research and development capabilities. The company possesses comprehensive R&D and commercialization capabilities, focuses on developing drugs for the treatment of cancer and autoimmune diseases, and is committed to developing best-in-class and/or first-in-class drugs with breakthrough potentials across global markets. One of its main products, BTK inhibitor Orelabrutinib, was approved (with conditions) by the National Medical Products Administration for commercialization in December 2020, and another, Tafasitamab, has been approved for use in Bo’ao Super Hospital as an imported drug for use in clinical urgency. The company has more than 10 other products that are in Phase I/II/III clinical trials and pre-clinical stages.
• InnoCare was co-founded by Dr. Jisong Cui and Dr. Yigong Shi. The management team comprises seasoned industry executives from multinational pharmaceutical companies, bringing InnoCare with their valuable insight in drug R&D, production and commercialization.

Fangda acted as legal counsel to InnoCare on its SSE STAR market A-share issuance and listing, advising at all stages of the transaction. Fangda has extensive practical experience of red chip companies returning to the A-share market, as well as simultaneous listings on other key markets. The team advised and assisted on legal research and regulatory communication related to multimarket-listed red-chip companies’ listing on the STAR Market, the design and coordination of corporate governance, the composition of the listing application, and cross-border intermediary agency communication. The Fangda team was led by partners Jeffrey Ding and Yvette Liu, and supported by Quan Hou, Shirley Li, Nan Cao, Travis Xu, Cassie Chang, Yuan Fang, Anna Wu and Chunyuan Zheng.

Fangda advised Hi-trend Technology (Shanghai) Co., Ltd. (stock code: 688391, “Hi-trend Technology”) on its successful listing on the STAR Market of the Shanghai Stock Exchange on September 13, 2022. Hi-trend Technology issued 14.4 million shares, raising a total of about RMB165.6 million.  

• Hi-Trend Technology is a leading high-tech enterprise which designs, develops and sells smart metering integrated circuits in China. With its high performance, high reliability and energy-efficient products, the company has obtained a comprehensive product line and leading market position in the domestic Internet-of-Things (IOT) smart metering chip field.
• Hi-Trend Technology’s various products rank highly in both the domestic and export markets. Its “three-phase metering chips” are consistently the best seller in the domestic market, while its “single phase System on Chip (SoC) chips” achieve higher exports than others. The company’s “single phase metering chips and “smart metering Microcontroller Unit (MCU) chips” rank second in the Chinese market. The “high speed carrier communication chips” supported by the company’s core design have obtained the first batch of approval by the China State Grid with official chip-level interconnection inspection report, leading to this chip gaining promising market share in the State Grid market and being the most popular in the Chinese integrated circuit market.

Fangda acted as the legal counsel to Hi-trend Technology, advising throughout on its SSE STAR Market issuance and listing. The team was led by partners Dong Wu and Yvette Liu, and team members included Lulu Xi, Cecilia Zhang, Crystal Wu and Sherry Shao.

Fangda advised the sole sponsor and underwriters on the Hong Kong Stock Exchange H-share listing of Chongqing Hongjiu Fruit Co. Limited (Stock code: 06689.HK) on September 5, 2022. The listing of approximatly14 million H-shares raised the net amount of around HK$496.8 million after deducting issuance fees and other expenses (assuming no over-allotment option is exercised) , making Hongjiu Fruit the first Chinese mainland fruit company to be listed on the Main Board of the Hong Kong Stock Exchange. In advance of the listing, Hongjiu Fruit converted its 296,516,495 domestic unlisted shares into H-shares.  

• Hongjiu Fruit is a fast-growing multibrand fruit company in China sourcing its fruits mainly from China, Thailand and Vietnam with an end-to-end supply chain.
• Hongjiu Fruit focuses on developing fruit products in categories that enjoyed fast-growing market share and high consumption values in China. By sales revenue in 2021 according to CIC, it is China’s largest Southeast Asian fruit supplier, the largest durian distributor, as well as one of the top five distributors of dragon fruit, mangosteen and longan. Hongjiu Fruit is continuing its growth and expansion of its fruit business, as well as consolidating its market position and share in China’s fresh fruit sector.

Fangda acted as the PRC legal counsel to the sole sponsor and underwriters to Hongjiu Fruit and participated in the whole process of its H-share listing and the Full-circulation of its domestic unlisted shares into H-Shares. The Fangda team was led by capital markets partners Dong Wu and Yvette Liu, supported by team members Lu He, Chunyuan Zheng, Sherry Shao, Wendy Guo, Xiaoyi Wu and Kehan Shi.

Fangda represented the consortium of Wise Road Capital and JAC Capital in the restructuring and follow-on equity transfer of the Tsinghua Unigroup, which was completed and announced on July 11, 2022. The restructuring involved the exiting of two former shareholders, Tsinghua Holdings Co., Ltd. and Beijing Jiankun Investment Co., Ltd., and appointment of new directors, supervisors and general managers. The consortium of Wise Road and JAC, as strategic investors, have establishing a holding company, Beijing Zhiguangxin Holdings Ltd., to own all of the shares in Tsinghua Unigroup. Tsinghua Unigroup is a large Chinese integrated circuit leading company, which also acts as industry leader in mobile phone circuit design and cloud network equipment and services. Its subsidiaries include listed companies such as Unisplendour Corporation Limited and Unigroup Guoxin Microelectronics Co., Ltd. The restructuring of Tsinghua Unigroup is one of the most high-profile restructuring cases in China.

The Wise Road and JAC consortium is initiated by Wise Road Capital and Beijing Jianguang Asset Management Co. Ltd. (JAC Capital), which includes both state-owned and private capital. The restructuring and change of ownership will boost Tsinghua Unigroup’s competitiveness as a leading in China’s integrated circuit market.

Fangda Partners advised the Wise Road and JAC consortium in the restructuring and follow-on equity transfer, bringing together leading practitioners from the firm’s corporate, capital markets, insolvency and banking practices. The team advised on all aspects of the transaction, including due diligence, investment agreement and structuring, restructuring, and listed company regulation.

Fangda’s Beijing and Shanghai offices collaborated seamlessly in this project to provide clients with one-stop legal services. The Fangda team was co-led by capital markets partners WU Dong and LIU Lu and insolvency partners LI Kai and CHEN Guanbing. Other partners included Rock Wang and WANG Lingqi. The team members included LIU Yang, Albert ZHU, HOU Quan, Harry XU, Jason ZHAO, SUN Lunwen, HONG Qianwen, CAO Nan, Elizabeth SUN and FU Yeli.

Fangda represented Asian Infrastructure Investment Bank (AIIB) on its RMB1.5 billion 3-year sustainable development bond offering on China’s interbank bond market, which was closed on May 26, 2022.

The bonds were issued under AIIB’s Sustainable Development Bond Framework and  represent a landmark in China’s sustainable development bond market for being:

• the first sustainable development bond issuance in China by a supranational issuer
• the first sustainable development bond issuance in China conducted under the issuer’s sustainable development bond framework
• the first sustainable development bond issuance by an international development institution under the pilot program for social bonds and sustainability bonds launched by the National Association of Financial Market Institutional Investors (NAFMII) of China

The bonds were offered to institutional investors in and outside China (including through the Bond Connect Regime) and received a large order book. The bonds were priced at a coupon rate of 2.4% per annum.

In November 2021, NAFMII promulgated the Q&As on Pilot Program of Social Bonds and Sustainability Bonds, aiming to channel funds into Green, Social, Sustainability (GSS) sectors and promoting the development of the GSS bond market in China. AIIB’s sustainable development bond offering sets an example for other multilateral development banks and well-known international issuers looking into China for future GSS bond offerings. The transaction also contributes to the efforts for innovations and developments in panda bonds as well as China’s GSS bond market.

Fangda assisted AIIB in drafting all the transaction documents in English and Chinese and advised AIIB on all aspects of the transaction. The Fangda team was led by partner Christine Chen with key members including Helen Zhao, Hailey Ma, Taiyu Li and Helen Wang. Fangda also advised AIIB on its first panda bond offering that carried the “Combating COVID-19 label” in June 2020 as part of the Crisis Recovery Facility (CRF).

Fangda acts as the counsel to Zoomlion Heavy Industry Science and Technology Co., Ltd. ("Zoomlion", a dual-listed company, A-share stock code: 000157.SZ, H-share stock code: 01157) in its acquisition of the controlling stake in ShenZhen RoadRover Technology Co., Ltd. ("RoadRover Technology", stock code: 002813.SZ), becoming its controlling shareholder.

The transaction was notable as a typical deal involving an A share-listed company acquiring a controlling stake in another A share-listed company. The acquisition was completed through a negotiated private transfer following with a tender offer. Upon completion, Zoomlion holds 48.82% of shares in RoadRover Technology, which was achieved with the following two steps:

• acquisition of 29.99% of shares through the negotiated private transfer, completed on February 23, 2022, making Zoomlion a controlling shareholder of RoadRover Technology; and
• tender offer for an additional 23.83% of RoadRover Technology, completed on May 9, 2022.

RoadRover Technology remains a listed company.

Fangda team was led by corporate partners Jeffrey Ding and Yvette Liu, and included counsel Yuan Fang and associates Fuhuan Liang, Alex Xu and Josie Zheng.

Huaxin Cement Co., Ltd. (“Huaxin Cement”) is a comprehensive building material enterprise engaged in the production and sale of cement, clinker, concrete and aggregate, and operating businesses of environmental protection, equipment manufacturing, EPC engineering and cement-based new building materials. Huaxin Cement has over a century of doing business in the PRC and has been a public company listed on the Shanghai Stock Exchange since 1994.

The listing of the H shares of Huaxin Cement (Stock code: 6655.HK and 600801.SH) on the Main Board of The Stock Exchange of Hong Kong Limited on March 28, 2022 was by way of introduction and the change of listing venue of the B shares of Huaxin Cement from the Shanghai Stock Exchange to Hong Kong Stock Exchange, and was the first deal of its kind from Shanghai. Complexities of the transaction included the involvement of a cash option offered to all B shareholders Huaxin Cement and for Holcim Limited, the controlling shareholder of Huaxin Cement, to sell down some of its B shares by way of a private placement to ensure that the public float of H shares immediately upon listing meets the required 15% threshold.

The listing of the H shares of Huaxin Cement on March 28, 2022 consisted of approximately 734.7 million H shares opening at a price of HK$14.74 per H share. Huaxin Cement also has 1,361.9 million A shares on the Shanghai Stock Exchange which opened at a price of RMB17.83 on the same date.

Fangda acted as Hong Kong counsel to the sole sponsor, Shenwan Hongyuan Capital (H.K.) Limited. The Fangda team was led by partners Peter Chen and Arman Lie, and the team members comprised Jonathan Wallenberger, Brian Kwok, Tracy Ho, Loy Chen, Lizzie Cheong, Jennifer Chen, Ivy Chung, Andrew Chan, Lizzie Cheong and John Cheung.

Jinmao Property Services Co., Limited ("Jinmao Services") is part of China Jinmao Holdings Group Limited (“China Jinmao”), a subsidiary of Sinochem Holdings Corporation Ltd., a Fortune 500 company. Jinmao Services is a fast-growing upscale property management and city operation service provider in China, and provides property management services, value-added services to non-property owners and community value-added services.

The listing of the ordinary shares of Jinmao Services (Stock code: 00816) on the Main Board of The Stock Exchange of Hong Kong Limited and the closing of the global offering took place on March 10, 2022, making Jinmao Services the first successful Hong Kong property sector IPO in 2022. The global offering consisted of approximately 101.4 million shares (prior to the exercise of the over-allotment option) valued at the high-end of the offer price range of HK$8.14 per share, for a total offering of approximately HK$825 million. If the over-allotment is fully exercised, the total offering will amount to approximately HK$949 million. In addition to the global offering of 101.4 million shares of Jinmao Services (prior to the exercise of the over-allotment option), the offering also involves distribution by China Jinmao (Stock code: 00817), the controlling shareholder of Jinmao Services, of approximately 191 million shares of Jinmao Services (the "Distribution") to eligible shareholders of China Jinmao. The global offering also consisted of an offer size adjustment option and distribution adjustment to provide flexibility for adjustments to the global offering and the Distribution, respectively.

Fangda acted as Hong Kong and US counsel to CICC and HSBC as joint sponsors of the listing, together with CLSA Limited and Essence International as joint global coordinators, and other members of the underwriting syndicate including ABCI, CCB International, CMB International, Huarong International , Huatai, Shenwan Hongyuan and Livermore.

The Fangda Hong Kong and US team was led by partners Colin Law, Christine Chen, Edward Bong, and Lawrence Wang, and the team members comprised of Jonathan Wallenberger, Ding Hong, Eric Li, Tracy Ho, Jennifer Chen , Jennifer Mok, Lizzie Cheong and Krystal Dong.

Fangda represented KIRIN HOLDINGS COMPANY, LIMITED (“Kirin”) in the sale of its entire 40% stake in its joint venture with China Resources for approximately US$1 billion. The share purchase agreement was signed and the deal was announced on February 16, 2022. The deal is significant as being one of the most important transactions in the FMCG and food and beverage sectors in recent years. It is also a typical case of foreign capital exiting from previously PRC state- and privately owned joint ventures.

Kirin is a Japanese beverage industry giant and a listed company on the Tokyo Stock Exchange.

The Fangda team was led by partner Haiping Sun, and the team members included counsels Chen Lu and Xiaote Jin and associates Echo Qin, Elisa Liu, Bingyan Xu, and Jinjin Lu. Fangda acted as Kirin's legal counsel in the transaction, being fully capable of communicating in Chinese, Japanese and English. Fangda led the drafting and negotiation of all transaction documents, design and analysis of deal structure and provided professional advice on intellectual property licensing and other aspects related to the transaction.

Fangda’s Japanese practice team focuses on handling various legal issues involved in investment and trade between Chinese and Japanese companies. We have abundant experience in China-Japan legal services, including Chinese companies’ investment activities or disputes in Japan and advising from a PRC legal perspective on Japanese companies’ local or Chinese-related transactions. With comprehensive coverage of practice areas, exceptional legal skills, as well as collaboration with Japanese lawyers, we can provide comprehensive one-stop legal services in Chinese, Japanese and English to clients.

On February 8, 2022, the Shanghai Pudong New Area People’s Court ruled to accept the bankruptcy and restructuring case of Shanghai Shengnan Industrial Development Co., Ltd. (“Shengnan Industrial”) and appointed Fangda as the administrator on February 17, 2022, following the request of the bankruptcy applicant. This is a groundbreaking case:

• The first bankruptcy and restructuring case under new legislation in which the court appointed the administrator according to the request of the applicant.
• The first bankruptcy and restructuring case handled by the Bankruptcy Adjudication Tribunal of the Shanghai Pudong New Area People’s Court since its official launch on January 7, 2022.

On June 10, 2021, the 29th meeting of the 13th National People’s Congress Standing Committee issued the Decision on Authorizing the Shanghai Municipal People’s Congress and its Standing Committee to Formulate Regulations of Pudong New Area. On this basis, the 37th meeting of the 15th Shanghai Municipal People’s Congress Standing Committee passed the Several Provisions on Improving the Market-oriented and Law-based Enterprises Bankruptcy System in Shanghai Pudong New Area, which stipulates that the Shanghai Pudong New Area People’s Court shall establish a bankruptcy adjudication tribunal as its internal institution to have centralized jurisdiction over bankruptcy and compulsory liquidation cases designated by the Shanghai High People’s Court; at the same time, it is provided for that when a creditor or debtor files a bankruptcy application, the applicant may nominate an administrator in writing.  The provisions took effect from January 1, 2022.

With the consent of the Supreme People’s Court of the People’s Republic of China, the Shanghai High People’s Court approved the Pudong New Area People’s Court to have jurisdiction over compulsory liquidation and bankruptcy cases in which the enterprises’ domicile are located in the Shanghai Pudong New Area and the Lingang Special Area of China (Shanghai) Pilot Free Trade Zone (with the exception of jurisdiction falling within the Shanghai Financial Court).

The new provisions on the bankruptcy system in Shanghai Pudong Area have achieved a number of institutional innovations. A key innovation is that an administrator can be appointed by the court based on the nomination by the applicant of the bankruptcy case, which will help to identify the professional institution that is familiar with and fit for the particular case. That should lead to better use of judicial resources and market knowledge to help increase the chances of companies in financial distress being rescued through restructuring. Such innovative rule will also play a guiding role for the professional institutions acting as administrators to pay attention to distressed enterprises and duly “make prescriptions” at an early stage.

There is a project involving the building of a care home by Shengnan Industrial, which fell into financial difficulties. The Fangda team carried out thorough research on the company’s financial position, coordinated with creditors, debtor, restructuring investors and other parties, and conducted multiple rounds of negotiation. We facilitated a preliminary agreement which has been widely praised.

As the restructuring proceeds, the outlook for Shengnan Industrial to resolve its debts and have an asset recovery is good. As the administrator, Fangda will continue to carry out its role diligently and conscientiously.

In this case, our partner Nuo Ji acted as the general coordinator, partner Kai Li acted as the team leader of bankruptcy team, and counsel Wang Zhang acted as executive leader. Team members also included Sylvia Zhang, Morissa Zhang, and Rebecca Cao.

Besides acting as the administrator of Shengnan Industrial, Fangda also recently achieved successful restructurings of Bestway Marine & Energy Technology Co., Ltd. (300008.SZ), Dalian Shipbuilding Industry Offshore Co., Ltd., Shanghai Yuehe Real Estate Co., Ltd., Fujian Start Group Co., Ltd. (600734.SS), and ZK Engineering & Development Corporation Headquarters, as the administrator of the enterprises.

Fangda has extensive practical experience in bankruptcy and restructuring and is renowned for handling large and complex bankruptcy projects. Fangda is the first-level administrator of the Shanghai High People's Court and the out-of-province administrator of the Zhejiang High People's Court. Our bankruptcy and restructuring lawyers often work closely with our lawyers in banking, capital markets, M&A, real estate, labor, intellectual property, and dispute resolution to deliver comprehensive legal solutions for our clients.

Fangda represented Hungary on its RMB1 billion 3-year green panda bond offering, which was closed on December 16, 2021. This is another milestone in the development of China’s green bond market, unfolding a new era for panda bonds.

This transaction is

• the first green sovereign panda bond offering in the market;
• the first green bond offering on China’s debt market under the issuer’s Green Bond Framework established on the basis of the Green Bond Principles published by the International Capital Markets Association (ICMA), with use of proceeds meeting China’s Green Bond Endorsed Projects Catalogue (2021 Edition); and
• the first green sovereign bond offering under the pilot program for social bonds and sustainability bonds launched by the National Association of Financial Market Institutional Investors of China in November 2021.

Hungary’s green sovereign bonds were offered to institutional investors in and outside China (including through the Bond Connect regime) on China’s interbank bond market. The bonds were priced at an annual coupon rate of 3.28%. The offering was 1.78 times over-subscribed with approximately 40% of the orders from overseas investors. The proceeds from the offering will be consolidated into Hungary’s green funding and will be used for eligible green expenditures under Hungary’s Green Bond Framework, intended to finance or refinance expenditures within Hungary’s central government budget contributing the transition to a low carbon, climate-resilient and environmentally sustainable economy.

Fangda, as the issuer’s counsel, drafted all the transaction documents in English and Chinese and advised Hungary on all aspects of the transaction, including but not limited to the registration of the green sovereign panda bond issuance programme, the certification requirements for green bonds in China, and the pre-issuance and ongoing disclosure requirements for green bonds. The Fangda team was led by the partner Christine Chen with key members including Helen Zhao and Sophie Li.

Today, BeiGene listed on the Shanghai Stock Exchange’s STAR Market, becoming the first biotech company in the world to have shares traded in Chinese mainland, in Hong Kong and on the Nasdaq Board in the U.S. The registration for listing was granted by the China Securities Regulatory Commission on 16 November, 2021.

Fangda Partners advised BeiGene throughout on its US$3.5 billion (before over-allotment option is fully exercised) initial public offering and listing on the STAR Market. Our advice covered everything from legal issues relating to red-chip companies deciding to re-list on China’s stock exchanges, corporate governance, communications with regulators and close coordination with cross-border intermediaries. The listing involved following rules on corporate governance and securities supervision in several countries and regions, as well as ensuring compliance with listing rules in the three markets. 

Since the commencement of the STAR Market in 2019, there have been three stages involving the transition of red-chip companies to having their shares listed as A-shares. In the first stage was the listing of companies (such as China Resources Microelectronics Limited and Ninebot Limited) that are not listed overseas when submitting their A-share listing applications. The second stage involved the listing of companies (such as Semiconductor Manufacturing International Corporation) that are listed in Hong Kong. And in this, the third stage, companies already listed in the U.S. and Hong Kong can now have their shares listed on the STAR Market. 

Fangda has been deeply involved in all the representative listings in these three stages. Our work on the first-ever triple listing of a biotech company on the NASDAQ, HKEx and STAR Market is a reflection of our expertise in all the key legal issues related to multimarket-listed red-chip companies’ listing on the STAR Market and ability to understand the requirements of regulators. Fangda is therefore ideally positioned to advise on the return of other red-chip companies listed on overseas exchanges. 

The Fangda team was led by partners Jeffrey Ding and Yvette Liu and supported by associates Yuan Fang, Travis Xu, Cassie Chang, Shirley Li and Lu He. 

Dalian Shipbuilding Industry Offshore (DSIC Offshore), a subsidiary of Dalian Shipbuilding Industry Co., Ltd (DSIC), has completed a successful restructuring by way of an RMB1.78 billion insurance claim payout from China Export & Credit Insurance Corporation (CECIC). This is the first time in China that a non-listed company has been restructured via an insurance claim rather than from an injection of new capital.

DSIC Offshore, which specialises in the manufacturing of oil rigs, oil production platforms, drill ships, FPSOs and wind turbine installation vessels, as well as other fixed and floating drilling or oil and gas production facilities, was severely impacted due to the plunge in oil prices in 2015. The company had run up debts of up to RMB20 billion, which included wages owed by more than 6,000 migrant workers.

DSIC Offshore went into administration on 23 January 2019. Fangda Partners and Baker Tilly China were designated as the administrator for DSIC Offshore.

DSIC Offshore was not able to raise the finance to pay off the debt by conventional means. There were no investors and even the parent company, DSIC, was not able to inject capital. DSIC Offshore’s insurance policy covered the risk of order cancellations, but the likelihood was that would it take too long to process these claims.

Facing such an impasse, the Fangda team ventured an unprecedented solution that brought CECIC to the negotiation table and secured a whole package of insurance claims amounting to RMB1.78 billion. To date, this is the highest insurance claim in China’s offshore manufacturing sector.

The solution lay in the fact that the Fangda team is well-versed in the latest policies and market trends that CECIC, as a policy-oriented insurance company, is expected to shoulder a big responsibility in assisting China’s export-oriented manufacturing enterprises, especially during the pandemic. Following the restructuring, DSIC Offshore is back as a going concern with a bright future.

The Fangda team was led by partners Nuo Ji and Kai Li and included counsel Sylvia Zhang.

On November 15, 2021, Nanjing Vazyme Biotech Co., Ltd. (stock code: 688105, “Vazyme”) successfully listed on the STAR Market of the Shanghai Stock Exchange. Vazyme issued a total of 40.01 million shares, raising a total of about RMB2.2 billion. Vazyme is the first biological reagent company to be listed on the SSE STAR Market.

Vazyme researches and develops technology and products focusing on functional proteins, such as enzymes, antigens, antibodies, and polymer organic materials. It is regarded as one of the few domestic R&D innovative enterprises that have capabilities of both independent and controllable upstream technology development and terminal product production in China.

Vazyme owns more than 200 types of genetic engineering recombinant enzyme and 1,000 high-performance antigens and monoclonal antibodies. In addition, the company owns more than 500 products that are widely applied to science research, high-throughput sequencing, in vitro diagnosis (IVD), pharmaceutical and vaccine research development, animal quarantine and other fields.

After the outbreak of the COVID-19 epidemic, Vazyme helped in the drive to limit the global spread of the disease through developing detection kits and neutralizing antibody drugs, among other biological breakthroughs.

Fangda acted as the legal counsel to the sole sponsor and lead underwriter, Huatai United Securities, and participated in the whole process of Vazyme’s SSE STAR Market issuance and listing. The team was led by partners Qiang Ma and Wanhua Huo, and team members included Kevin Liu, Shirley Feng, Xinyu Guo, Haiying Wang, and Anna Wu.

On March 3, 2020, the Shanghai Third Intermediate People's Court issued a ruling to accept the bankruptcy restructuring case of Shanghai Yuehe Real Estate Co., Ltd. ("Yuehe Real Estate") and appointed Fangda as the administrator.

Yuehe Real Estate is the developer of the Yuehe International Plaza. The total construction area of ​​the project is 219,082 square meters. Since its shutdown in 2014, this is one of Shanghai’s largest unfinished building projects. The project debt exceeds RMB12 billion, and there are more than 700 creditors of whom nearly 400 are small owners. Many were put at a distinct disadvantage as a result of losing rights to claims against the debtor before the bankruptcy was submitted to the court.

During the restructuring, under the guidance of the Shanghai No. 3 Intermediate People's Court and with the support of applicable government departments, Fangda, as the administrator, proposed a plan for restructuring which involved Yuehe Real Estate issuing a debt of common interest (as defined in China’s Enterprise Bankruptcy Law) which was put out to public tender. Shanghai Green Court Investment Holdings Co., Ltd. was selected as the new investor in the project in order that construction could continue. The restructuring plan was approved by a creditors’ meeting and then approved by the Shanghai Third Intermediate Court on July 1, 2021.

Approval for construction to restart on the Yuehe International Plaza was given on September 18, 2021 and there was an official ceremony to resume the project on September 29. Representatives of the administrators, investors and property owners gave speeches to mark the resumption of the project.

At the end of October, a second restructuring investment fund was successfully raised.

The use of the common interest debt in a restructuring case involving unfinished construction is rare and could set a useful precedent for other similar projects as China undergoes a continuing downturn in its real estate market .

In the administration, our partner Nuo Ji acted as the general coordinator, partner Kai Li acted as the team leader of bankruptcy team, partner Guanbing Chen acted as the executive leader, and real estate team partners Stephen Lin and Xinjie Yuan provided professional legal support. Team members also included counsel Deyuan Kou, and associates Guangze Tu, and Lanxin Zhu.

Fangda recently advised on the successful restructurings of Bestway Marine & Energy Technology Co., Ltd. and Dalian Shipbuilding Industry Offshore Co., Ltd.

Fangda has extensive practical experience in bankruptcy and restructuring and is renowned for handling large and complex bankruptcy projects. Our bankruptcy and liquidation lawyers often work closely with our lawyers in banking, capital markets, M&A, real estate, labor, intellectual property, and dispute resolution to deliver comprehensive legal solutions for our clients. Fangda is the first-level administrator of the Shanghai Higher People's Court and the out-of-province administrator of the Zhejiang Higher People's Court.

Fangda Partners acted as the underwriters’ Chinese counsel on the RMB2.2 billion bond issue by the Guangdong provincial government in the Macao Special Administrative Region of the People's Republic of China (“MSAR"). This is the first offshore bond issued by a Mainland municipal government in the Guangdong-Hong Kong-Macao Greater Bay Area.

This issuance is also the first Mainland municipal government offshore bond issuance since the Ministry of Finance promulgated the Administrative Measures for Local Government Bond Issuance in December 2020.

The bond was issued to domestic and foreign investors (through the S rule, bookkeeping file issuance), with a coupon of 2.68% per year.

Fangd a Partners acted as the underwriters’ Chinese legal counsel in the bond issuance, providing the legal opinion and advising on all PRC legal aspects of the transaction. The team was led by partner Lu Liu in our Capital Markets Group.

Fangda has advised JP Morgan to set up China’s first wholly foreign-owned securities company. On August 6, 2021, JPMorgan announced that the China Securities Regulatory Commission (CSRC) had approved its application to be the sole controlling shareholder of JPMorgan Chase Securities (China) Co., Ltd.

Fangda Partners acted as the legal counsel to JPMorgan Chase and participated in the whole process from the establishment of the securities company to effecting the transfer of shares from five domestic shareholders to JP Morgan. The team was led by partner Zhiyi Ren.

Fangda has advised JP Morgan to set up China’s first wholly foreign-owned securities company. On August 6, 2021, JPMorgan announced that the China Securities Regulatory Commission (CSRC) had approved its application to be the sole controlling shareholder of JPMorgan Chase Securities (China) Co., Ltd.

Fangda Partners acted as the legal counsel to JPMorgan Chase and participated in the whole process from the establishment of the securities company to effecting the transfer of shares from five domestic shareholders to JP Morgan. The team was led by partner Zhiyi Ren.

Fangda represented MBK Partners in its acquisition and privatization of CAR Inc. (“CAR”, HK Stock Code：00699), the largest car rental company in China.

MBK Partners firstly acquired an approximately 20.9% stake in CAR, and then acquired the remaining outstanding shares of CAR through a voluntary general offer and compulsory acquisition for a total consideration of approximately USD 1.1 billion. Such compulsory acquisition was completed on July 5, 2021, and CAR was delisted from the Stock Exchange of Hong Kong and became a wholly-owned subsidiary of MBK Partners on July 8, 2021.

Founded in 2005, MBK Partners is one of the largest private equity funds in Asia with over US$24 billion of capital under management. MBK Partners focuses on North Asia and has developed expertise in various industries, including consumer and retail, telecommunications and media, financial services, healthcare, logistics and industrials. The aggregate revenues of MBK Partners’ 38 portfolio companies exceed US$47.2 billion.

Fangda team was led by corporate partners Jeffry Ding, Patrick Li, banking partner Rock Wang, and antitrust partner Michael Han. Fangda team handled the PRC legal due diligence, transaction structure discussion and the review of transaction documents.

Fangda represented MBK Partners in its acquisition and privatization of CAR Inc. (“CAR”, HK Stock Code：00699), the largest car rental company in China.

MBK Partners firstly acquired an approximately 20.9% stake in CAR, and then acquired the remaining outstanding shares of CAR through a voluntary general offer and compulsory acquisition for a total consideration of approximately USD 1.1 billion. Such compulsory acquisition was completed on July 5, 2021, and CAR was delisted from the Stock Exchange of Hong Kong and became a wholly-owned subsidiary of MBK Partners on July 8, 2021.

Founded in 2005, MBK Partners is one of the largest private equity funds in Asia with over US$24 billion of capital under management. MBK Partners focuses on North Asia and has developed expertise in various industries, including consumer and retail, telecommunications and media, financial services, healthcare, logistics and industrials. The aggregate revenues of MBK Partners’ 38 portfolio companies exceed US$47.2 billion.

Fangda team was led by corporate partners Jeffry Ding, Patrick Li, banking partner Rock Wang, and antitrust partner Michael Han. Fangda team handled the PRC legal due diligence, transaction structure discussion and the review of transaction documents.

On June 28, 2021, the Beijing No.1 Intermediate People’s Court approved the Restructuring Plan of Peking University Founder Group Co., Ltd. (the “Founder Group”) and other four companies. The Founder Group was once the largest university-run enterprise in China, and the bankruptcy restructuring of Founder Group is one of the most complicated bankruptcy restructuring cases in China.

Shenchao Technology Investment Co., a wholly-owned subsidiary of Shenzhen Major Industrial Investment Group, acted as a co-investor in the Founder Group and on its acquisition of all equity previously held by the Founder Group in Founder Microelectronics in the bankruptcy restructuring of the Founder Group.

Shenzhen Major Industrial Investment Group is an investment platform for leading industries owned by the Shenzhen municipal government. Its investments focus on major industries such as integrated circuits, with the aim of empowering breakthrough technologies. Founder Microelectronics is a national high-tech enterprise engaged in the manufacturing of integrated circuit chips. It has the first 6-inch device production line in China, with business implantation of its 13 silicon carbide product series, which leaps into the front rank of the 6-inch production line in China.

Fangda’s Shenzhen and Guangzhou offices in the Greater Bay Area worked closely together to advise Shenchao Technology on all aspects of the transaction. The Fangda team is led by corporate partner Qiang Ma and dispute resolution partner Ivan Su, and the core members include Shirley Feng, Terry Ling, Kevin Liu and Jiaqi Wen.

On June 28, 2021, the Beijing No.1 Intermediate People’s Court approved the Restructuring Plan of Peking University Founder Group Co., Ltd. (the “Founder Group”) and other four companies. The Founder Group was once the largest university-run enterprise in China, and the bankruptcy restructuring of Founder Group is one of the most complicated bankruptcy restructuring cases in China.

Shenchao Technology Investment Co., a wholly-owned subsidiary of Shenzhen Major Industrial Investment Group, acted as a co-investor in the Founder Group and on its acquisition of all equity previously held by the Founder Group in Founder Microelectronics in the bankruptcy restructuring of the Founder Group.

Shenzhen Major Industrial Investment Group is an investment platform for leading industries owned by the Shenzhen municipal government. Its investments focus on major industries such as integrated circuits, with the aim of empowering breakthrough technologies. Founder Microelectronics is a national high-tech enterprise engaged in the manufacturing of integrated circuit chips. It has the first 6-inch device production line in China, with business implantation of its 13 silicon carbide product series, which leaps into the front rank of the 6-inch production line in China.

Fangda’s Shenzhen and Guangzhou offices in the Greater Bay Area worked closely together to advise Shenchao Technology on all aspects of the transaction. The Fangda team is led by corporate partner Qiang Ma and dispute resolution partner Ivan Su, and the core members include Shirley Feng, Terry Ling, Kevin Liu and Jiaqi Wen.

Fangda Partners acted as the PRC counsel to the New York Stock Exchange-listed company XPeng Inc. (“XPeng”) on its global offering of 85 million Class A ordinary shares (including an international placement and Hong Kong initial public offering), marking XPeng’s dual primary listing on both the New York Stock Exchange and Hong Kong Stock Exchange. The deal raised gross proceeds of approximately HK$14 billion (approximately US$1.8 billion), and will raise approximately US$2.1 billion in total if the over-allotment option is fully exercised. The listing and global offering was closed on July 7, 2021.

XPeng is one of China's leading smart electric vehicle companies. According to data from IHS Markit, XPeng is currently the only Chinese automobile company that independently develops full-stack autonomous driving technology software and applies the software to its mass-produced vehicles. XPILOT 3.0, the latest self-developed autonomous driving system developed by XPeng, is one of the most advanced autonomous driving technologies used in cars currently sold on the market.

After advising on XPeng’s successful listing on the New York Stock Exchange in 2020 and subsequent additional issuances, Fangda has continued to act as XPeng’s PRC legal counsel in this deal. The team advising on this transaction was led by partners Jeffrey Ding, Tianyi Chen and Patrick Li and counsel Jianbo Wei. They were supported by team members including Cassie Chang, Wei Feng, Charlene He, Hale Lu in our Beijing office, and Xinyu Guo, Yinglin Kong and Muyuan Zhang in our Shenzhen office.

Fangda acted as Hong Kong and US counsel to Chaoju Eye Care Holdings Limited (Stock code: 2219) on the listing of Chaoju Eye Care’s ordinary shares on the Main Board of the Stock Exchange of Hong Kong and the concurrent global offering. The listing and global offering raised approximately HK$1.81 billion (prior to exercise of the underwriters’ over-allotment option).

Chaoju Eye Care is a leading ophthalmic medical service group in North China with a strong reputation nationwide. Since the inception, Chaoju Eye Care has adhered to the vision of "taking our century’s heritage to bring light to the world and inspire hope" and provided patients with safe, reassuring and affordable ophthalmic medical experience with professional and effective equipment and technology as well as caring and considerate services.

The listing and the closing of the global offering took place on July 7, 2021. Haitong and Huatai acted as joint sponsors of the listing, as well as joint global coordinators, joint bookrunners and joint lead managers of the global offering.

The Fangda team was led by partners Peter Chen, Christine Chen and Arman Lie and the team members comprised of associates Brian Kwok, Siyu You, Ning Linzy, trainee Lizzie Cheong and paralegal Andrew Chan.

Fangda advised Zhejiang Cangnan Instrument Group Co., Ltd. ("Cangnan Instrument", stock code: 1743.HK) on its privatization through general offer by way of buy-back of all issued H-shares. Cangnan Instrument were officially delisted from the Hong Kong Stock Exchange at 9 a.m., July 5, 2021.

Cangnan Instrument’s unprecedented privatization offer by way of a share buy-back was the first-ever privatization transaction structure using such a mechanism on the main board of Hong Kong Stock Exchange. This innovative structure provides more flexibility for companies that intend to delist (for example, for listed companies with relatively dispersed shareholding structures) as an alternative privatization mechanism to shareholder general offers or schemes of arrangement. At the shareholders’ meetings of Cangnan Instrument in May, the privatization transaction was unanimously approved by the participating shareholders, and the offer acceptance rate of the H-share shareholders was almost 100% - indicating the value of this privatization mechanism, which is set to establish a precedent in the Hong Kong market.

Cangnan Instrument is a leading Chinese company specializing in the manufacture and sale of a variety of industrial and commercial gas flow meters, as well as having R&D, manufacturing, sales and after-sales service divisions. The delisting from H-share market will help the company save regulatory and compliance costs, increase its flexibility and efficiency in future business development, and enhance its core business development capabilities and competitiveness.

Fangda’s Hong Kong Capital Markets team acted as the Hong Kong legal counsel of Cangnan Instrument (the offeror) in this transaction, utilizing the firm’s leading strength in the privatization of Hong Kong-listed companies and synergistic cross-office advantages. In the transaction, we provided a full range of services, including: taking the lead in the design of the transaction structure; acting as the main contact party to communicate and liaise with the Hong Kong regulators including Securities and Futures Commission and the Hong Kong Stock Exchange; drafting and finalizing transaction documents; and assisting in transaction funding arrangements. The Fangda team was led by partners Peter Chen and Lawrence Wang. Partner Laurence Yuan provided support on transaction funds. Team members included Brian Kwok and Andrew Chan.

On September 25, 2020, the China Securities Regulatory Commission (“CSRC”), the People's Bank of China and the State Administration of Foreign Exchange issued the Administrative Measures for Securities and Futures Investment Operated in China by Qualified Foreign Institutional Investors and RMB Qualified Foreign Institutional Investors. On the same day, the CSRC issued the Provisions on Issues concerning the Implementation of the Administrative Measures for Securities and Futures Investment Operated in China by Qualified Foreign Institutional Investors and RMB Qualified Foreign Institutional Investors. These regulations have made major adjustments to the application requirements and investment scope of qualified foreign institutional investors (QFII) and RMB qualified foreign institutional investors (RQFII). The rules were both implemented on November 1, 2020.

On May 14, 2021, Blackstone Alternative Solutions L.L.C. was recognized as a qualified foreign institutional investor (QFII). It was among the first batch of US-funded institutions to obtain qualified foreign institutional investor (QFII) recognition since the new regulations were implemented in 2020.

Fangda Partners advised Blackstone on its qualification application, including application materials review, legal compliance advice, and supplier agreements’ verification. The Fangda team was led by the investment management team partner Zhiyi Ren and the investment fund team partners Richard Guo and Candy Tang.

Fangda represented Ping An Life Insurance Company of China on its acquisition of an equity stake in China Raffles Group from CapitaLand. The property portfolio includes Raffles City Shanghai, Raffles City Beijing, Raffles City Ningbo, Raffles City Chengdu, Raffles City Changning (Shanghai), and Raffles City Hangzhou. Each of them is an integrated business center, comprising business offices, hotels, and other different real estate components. The total asset value of the portfolio is RMB46.7 billion, in which Ping An Life Insurance has invested about RMB33 billion. The transaction was signed and is expected to close in the third quarter of 2021. CapitaLand will continue to operate and manage the six properties.

The six underlying properties in the transaction are all part of the "Raffles" brand, CapitLand’s core property line. These properties were recognized as one of the 2020 Brands of the Year: China Most Influential Shopping Center by a Chinese award agency. The properties are located in central business districts in China’s major cities. The six properties have recorded high occupancy rates since 2019 of between 90% and 95% even during the COVID-19 pandemic. The assets are attractive to Ping An Life Insurance since they offer steady investment returns over the long term, which is fully in keeping with Ping An’s investment perspective.

Fangda handled all aspects of the transaction for Ping An, including transaction structure design, legal due diligence, transaction documentation, insurance compliance, merger control filing and closing related matters. The cross-practice, cross-office (including Shanghai, Beijing and Hong Kong) Fangda team was led by partners Maria Wang and Zhenyu Wang supported by real estate and construction partners Yingying Wang and Frank Fan, financial institution group partner FANG Jian, antitrust partners Michael Han and Jin Wang, and corporate/M&A partner Hao Zhang.

We regularly advise strategic inbound and outbound investors, international private equity sponsors, institutional investors and other investors on their cross-border acquisitions, disposals and other forms of investments, including of and in real estate assets and portfolios in Mainland China, Hong Kong SAR and offshore jurisdictions. We are familiar with complex cross-border transaction structures and common law-related concepts. Together with our superior China real estate expertise, we are renowned for our ability to act both as PRC counsel and international counsel in cross-border real estate transactions. We regularly advise on real estate transactions of values of at least RMB5 billion.

Fangda has advised a buyer consortium on its proposed take-private of leading human resource service provider 51job, Inc. (NASDAQ: JOBS). The consortium comprises DCP Capital, Ocean Link, and 51job’s chief executive officer, Rick Yan. Recruit Holdings Co., Ltd. also participated in the deal as the current shareholder. The deal was announced on June 21, 2021.

Founded in 1998, 51job is a leading provider of integrated human resource services in China. With a comprehensive suite of HR solutions, 51job meets the needs of enterprises and job seekers through the entire talent management cycle, from initial recruitment to employee retention and career development. 51job was listed on NASDAQ on 2004. Under the merger agreement, except the continuing shareholder, the buyer consortium will pay US$79.05 per common share/American Depositary Share (ADS) to acquire the remaining shares and ADSs in 51job, implying a deal value of about US$5.7 billion. 51job will be delisted from NASDAQ after the privatization.

Fangda Partners acted as PRC legal counsel to the buyer consortium, including providing due diligence, advising the buyer consortium on the financing plan and transaction agreement, and analyzing the Chinese merger control issue. The Fangda team was led by partners Leo Lou, Dalin Cong, Caroline Huang, Stanley Chen and Gil Zhang, and team members included Zichao Wu, Lena Chen, Jichao Chang, Hanzhi Jiang, Brown Lin, Huihui Li, Kaixian Zheng, Yizhu Mao, Harry Xu, and others.

Fangda has market-leading experience in advising on delisting and follow-up financing for many overseas listed companies, including: ShangPharma Corporation, Focus Media Holding Ltd, Giant Interactive Group Inc., United Family Healthcare, Wuxi AppTec Co., Ltd, Mindray Medical International Ltd, Qihoo 360 Technology Co. Ltd, Homeinns Co., Ltd, Trina Solar Co., Ltd, Bona Film Group Ltd, Aupu Group Holding Company Ltd, Intime Department Store, Yingde Gases Investment Ltd, Ak Medical Holdings Ltd, eHi Auto Services Ltd, Jumei International Holding Ltd, 58.com Inc., Haier Electronics Group Co., Ltd, Changshouhua Food Company Ltd, and China Biologic Products Holdings, Inc., among others.

On June 7, 2021, DBS Group announced that DBS Securities (China) Co., Ltd. (“DBS Securities”), its newly established securities company in China, has obtained the securities business license from the China Securities Regulatory Commission and is now authorized to operate securities brokerage businesses, securities investment consulting businesses, securities proprietary trading as well as securities underwriting and sponsorship services. The registered capital of DBS Securities is RMB1.5 billion. DBS Bank Ltd., a Singapore incorporated financial institution, is the largest controlling shareholder (holding 51% of the total equity interests). In 2007, DBS Bank established DBS Bank (China) Co., which is one of the first bank subsidiaries established by foreign banks.

Fangda has been assisting DBS Securities in the preparation of its set-up since May 2020. This is the second strategic investment project in China in which we have advised DBS Group recently. DBS Group has made a public announcement in April 2021 that the investment by DBS Bank in Shenzhen Rural Commercial Bank, making DBS the largest shareholder in the bank with 13% of the total shares, has been approved by the Monetary Authority of Singapore and the China Banking and Insurance Regulatory Commission. Fangda represented DBS Group in this transaction.

On June 10, 2021, BlackRock CCB Wealth Management Co., Ltd. held an opening ceremony in Shanghai to formally launch its business. Blackrock holds a majority (50.1%) stake in this new joint venture wealth management company. The minority equity interests are held by China Construction Bank (40%) through Jianxin Wealth Management Co., its wholly-owned wealth management subsidiary, and Temasek (9.9%).

The joint venture combines BlackRock’s advanced expertise in international asset management, investment management and risk control with CCB’s advantage in domestic customer base and distribution channels. The company aims to serve China’s fast-growing wealth and asset management sector, offering sophisticated products and services to Chinese customers and to help facilitate the development of China’s real economy. Temasek will also contribute its experience and knowledge to create long-term value for this joint venture wealth management company’s future development. Fangda has been advising BlackRock on this strategic investment project from the start. This is the second strategic investment project in China in which we have advised BlackRock recently.

BlackRock also announced on June 11, 2021 that it has obtained the approval to launch its first wholly foreign-owned fund management company. Through this fund management company, Blackrock wishes to provide Chinese investors with personalized onshore investment products and solutions, and continue to develop its business and expertise in the local market.

In addition to the above investments, as China’s financial services sector continues to open up, Fangda’s Financial Institutions Group has assisted many international financial institutions to set up companies, on their M&A deals involving domestic financial institutions, as well as helping many financial institutions to obtain various financial licenses, including commercial banking, insurance, securities, futures, funds, wealth management, private banking, and commercial payments, among others. The leading partners included FANG Jian, Grace Yu, Siyuan Pan and Ada Zou.

Fangda represented BMW Group on its RMB3.5 billion panda bond offering, priced on June 10, 2021. BMW Finance N.V., a BMW Netherlands finance company subsidiary, was the issuer, with the bonds guaranteed by its parent. The bonds comprise RMB2 billion 3-year medium-term notes (MTNs) and RMB1.5 billion 1-year commercial paper (CP). The MTNs were priced at an annual coupon rate of 3.44% and the CPs at 3.03%. The bonds were offered to institutional investors in and outside China (including through the Bond Connect regime) on China’s interbank bond market. The offering was more than three times over-subscribed with approximately half of the orders from overseas investors.

This is the first public offering of panda bonds by a European non-financial institution (non-FI) corporate, as well as the first public offering of panda bonds by an international non-FI corporate issuer under the new corporate panda bond rule adopting a tiered management regime. It is also the first public offering of guaranteed panda bonds issued by a finance company and guaranteed by its parent. BMW has previously been an active issuer of panda bonds through private placements.

Fangda, as the issuer’s counsel, drafted all the transaction documents in English and Chinese and advised BMW Group on all aspects of the transaction. The Fangda team was led by the partner Christine Chen with key members including Helen Zhao, Sophie Li and Hailey Ma. Helen Wang and Leanne Liu provided support in deal execution.

Fangda Partners advised Buhuo Venture Capital on the final closing of its Phase I US Dollar-dominated venture capital fund, which raised more than US$100 million. Buhuo’s transaction was backed by two US-based funds of funds and one Asia-based fund of funds. Two limited partnerships (LPs) from Buhuo’s Phase I RMB Fund also participated in the new fund.

Following the closing, Buhuo has become both an RMB and US dollar fund management firm. In the transaction, Buhuo transferred partial stakes in four assets from its initial RMB fund, Buhuo Ventures RMB Fund Phase I, a 2017-founded vehicle, to fund two-thirds of the US dollar fund’s assets, with the remainder being follow-on capital . Buhuo is the latest Chinese general partner (GP) using yuan-to-dollar structuring to raise capital from a more diversified LP base.

Buhuo Venture CapitaI, co-founded by Jay Li and Ray Yi in 2017 and headquartered in Beijing, invests in angel and VC start-ups, with a focus on the Chinese supply chain industry. Many of its investees, such as Zhongneng United, Guoquan, Carzone, HuiIian, Iboxpay, DoIphin Inc., Youxi Movie Hotel, Zhangshangfucai, Wanqian Fasteners, Baishunyangche, and Sharkfit, have become the leading companies in their specialist areas of operation.

Fangda’s investment fund team and corporate financing team provided (together with other firms) the full range of transaction services and legal advice to Buhuo Venture Capital in drawing up all transaction documents and negotiation of the US dollar fund formation, as well as on the yuan-to-dollar fund structuring. The Fangda team was led by investment fund partners Richard Guo and Yue Zhang, and corporate financing partners Avica Wang and Shihua Wang, and other key members included Icy Huang, Serena Zhou, Shirley Lim, Duncan Deng, Kai Wang, Alaric Zhang, and Xin Yue.

Fangda advised China Merchants Bank in an acquisition financing to facilitate the privatization Special Purpose Vehicle (SPV) set up by the shareholders and investors in China Distance Education Holdings Limited (CDEL, NYSE: DL). CDEL has de-listed as part of the go-private transaction.

China Merchants Bank provided financing to facilitate CDEL's go-private process. CDEL completed the acquisition and privatization on March 19th, 2021. Following the acquisition, CDEL de-listed from the New York Stock Exchange and trading of its American depositary shares was suspended.

Founded in 2000, CDEL is a leading provider of online education and value-added services for professionals and corporate clients in China. CDEL owns 20 websites of its subsidiary brands, and offers more than 300 professional development courses across 13 disciplines, covering accounting, healthcare, engineering & construction, legal, start-ups, elementary and high school, higher education diplomas or degrees and postgraduate entrance examination.

The go-private transaction structure, involving many buyer consortium members, financing guarantee arrangement, and loaning process included dozens of entities across multiple jurisdictions. Each stage in the process was highly complex. Fangda acted as lead PRC counsel to China Merchants Bank and coordinated all local counsel support, including local firms in Hong Kong, BVI, Cayman Islands, Seychelles and other jurisdictions. The Fangda team was led by Shanghai-based partner Rock Wang, and team members included Harry Xu, Katherine Huang, Jenny Ding and Joelle Cheng.

In one of the most influential deals in the video games industry, Fangda advised Moonton Technology on its acquisition by ByteDance's video games unit Nuverse. The deal was announced on 22nd March, 2021.

Following the acquisition, the Shanghai-based Moonton Technology will continue to operate independently. The company already has several offices in Indonesia, Singapore, and Hong Kong SAR, and is most famous in Southeast Asia for its multiplayer online battle arena (MOBA) game. Moonton Technology will provide the strategic support needed in video games, electronic sports and other areas to help ByteDance accelerate its global gaming offerings.

Fangda acted as deal counsel to Moonton Technology, advising on bidding and due diligence aspects in connection with several potential buyers, which included ByteDance, and advised on transaction negotiation and documentation, as well as providing antitrust and IP-related advice. The Fangda team was led by corporate partners Norman Zhong, Helen Fan and Raymond Chan, supported by antitrust partners Michael Han and Jin Wang, and entertainment law & IP partner Devan Shao. Other key members included Joyce Pei, Kitty Ng, Hao Zhang and other associates.

China Merchants Bank Co., Ltd. (“CMB”) has issued a public announcement on March 19, 2021, according to which,

• CMB contemplates to bring in a strategic investor JPMorgan Asset Management (Asia Pacific) Limited (“JPMAMAPL”) to increase the registered capital of CMB’s wholly owned subsidiary CMB Wealth Management Co., Ltd. (“CMB Wealth Management”) in cash;
• JPMAMAPL will make a capital contribution of around RMB2.667 billion, of which around RMB0.556 billion shall be calculated in the registered capital of CMB Wealth Management. After the capital increase, JPMAMAPL will hold 10% equity interest in CMB Wealth Management; and
• Such capital increase shall be filed with China Banking and Insurance Regulatory Commission for approval.

Fangda acted as legal counsel to JPMAMAPL in above matter. The Fangda team was led by partner Zhiyi Ren.

Fangda represented the Asian Development Bank (ADB) on its RMB2 billion panda bond offering on China’s interbank bond market, issued on March 10, 2021. It is:

• the first panda bond issued by an international development institution following the implementation of new panda bond rules for foreign governments and international development institutions at the end of 2020 in China
• ADB’s largest-ever borrowing in an Asian local currency

In 2005, ADB became the first issuer in the panda bond market, and returned for a second 10-year panda bond issuance with the same amount in 2009. ADB has been a pioneer in adopting new financing instruments for its operations in the PRC.

The issuance received extraordinary support from both onshore and offshore investors (including through the Bond Connect Regime), including a two-thirds take-up by international investors. The bond pays a 3.2% annual coupon, features a 5-year bullet maturity, and is priced at 21 bps lower than China Development Bank bonds. As an AAA-rated issuer recognized by international credit rating agencies, the issuance reflects ADB’s strong credit fundamentals.

Fangda provided the full range of transaction services and legal advice to ADB in its bond application, and registration and issuance, as well as drawing up all transaction documents and other related documents. The Fangda team was led by partner Christine Chen.

Fangda acted as PRC legal counsel to New Horizon Health Limited in connection with its initial public offering and listing on the Hong Kong Stock Exchange (stock code: 6606). New Horizon’s shares commenced trading on February 18, 2021, jumping 185% on its debut. New Horizon’s IPO was significantly over-subscribed, raising around HK$2 billion (assuming no over-allotment option is exercised).

New Horizon is a market leader in cancer screening, focusing on the design, development and commercialization of cancer screening tests. The company obtained the first registration approval issued by the National Medical Products Administration (NMPA) for early screening tests in November 2020.

The Fangda team was led by corporate partners Jeffrey Ding and Diana Li and IP partner Sherry Yao, and other key members included Travis Xu, Siyu Chen, Jeanette Wang, Ziyan Yuan, Emily Xue and Ting Ji.

Fangda assisted the HSBC Group to set up China’s first wholly foreign-owned Fintech company. HSBC Fintech Services (Shanghai) Co., based in Shanghai’s Lingang New Area pilot free trade zone, was set up on September 7, 2020 and officially launched on January 9, 2021. The subsidiary has a registered capital of US$34 million.

The establishment and business operation of HSBC Fintech is the first initiative by a multinational financial group to capitalize on the opportunities presented by China’s fast-growing Fintech sector. HSBC Fintech will offer centralised technology and data services. Its first product is aimed at providing health and wealth protection for employees. HSBC Fintech will also support HSBC Private Banking’s wealth planning division with technological innovation and roll out support to licensed financial institutions within and outside the Group.

Fangda’s highly regarded financial regulatory team advised on all Chinese law aspects of setting up HSBC Fintech, including securing regulatory approval, registration, compliance and advising on internal governance. The Fangda team was led by partners Zhiyi Ren and Lily Yin, and included associates Zoe Shi and Siyu Gao.

Fangda has advised Amundi BOC Wealth Management Co., the first Sino-foreign JV wealth management company, on the successful issue of its first wealth management product. This is a publicly offered closed-end net-worth wealth management product with an annualized performance comparison benchmark of 4.65%.

Amundi BOC is the first JV wealth management company established by a Chinese commercial bank and an overseas financial institution. The two shareholders are Credit Agricole Asset Management Co., the largest European asset management company (which holds 55% of the shareholding), and Bank of China Wealth Management Co., a subsidiary of Bank of China (which holds 45%). It is registered in Lingang New Area in the Shanghai Pilot Free Trade Zone with registered capital of RMB1 billion.

Fangda advised Amundi BOC on the product issuance, including on custody, sales, investment and valuation documents. The team comprised partner REN Zhiyi and counsel Allen Wang of Fangda’s asset management practice.

Fangda represented a buyer consortium led by Shanghai Wanye Enterprises, a leading Chinese scientech company, on its approximately US$398 million acquisition of Compart Systems from Platinum Equity. The acquisition is part of Wanye’s strategic objective to push ahead in its semiconductor equipment and integrated circuit businesses. The deal was signed on November 12, 2020 and announced on December 23, 2020.

Singapore-headquartered Compart Systems is a leading global supplier of highly engineered gas delivery system and flow control components and assemblies. It is one of a few global companies with the vertical integration manufacturing capability of highly engineered components. Compart’s primary operations are in the PRC and Malaysia. Platinum Equity is a Los Angeles-based global private equity firm.

The Fangda M&A team was led by partners Norman Zhong, Raymond Chan and Chuck Sun, supported by counsel Frank Ding, associate Joyce Pei, Danny Li and Siyao Li. Fangda advised on legal due diligence, transaction negotiation and documentation, underwriting of insurance aspects, and offshore equity financing, as well as PRC regulations. Fangda coordinated local counsel support, including Allen & Gledhill in Singapore, Rahmat Lim & Partners in Malaysia, and Covington & Burling as the U.S. counsel.

Leading Chinese law firm Fangda Partners advised NavInfo Co. Ltd., a market-leading Chinese navigation software and map company, on its successful copyright infringement claim against three Baidu companies found to be using “substantially similar software” without permission. The Beijing Intellectual Property Court awarded NavInfo RMB64.5 million (US$9.8 million) in damages, the highest damages award for copyright infringement cases in China to date. NavInfo brought the case against Beijing Baidu Netcom Technology Co., Ltd., Baidu Online Network Technology (Beijing) Co., Ltd., and Baidu Cloud Computing Technology (Beijing) Co., Ltd. The court held that the electronic maps developed and owned by NavInfo constituted a graphic work under the Copyright Law. The defendants’ software—“Baidu Map,” “Baidu Carlife,” “Baidu Navigation,” and other software using electronic maps—was substantially similar to, and used without authorization, NavInfo’s electronic maps, thus infringing NavInfo’s copyright. In addition to awarding damages, the court granted an injunction enjoining the Baidu companies from infringement and ordered the defendants to issue a public apology. Founded in 2002, NavInfo is the market leader in navigation maps, navigation software development, dynamic traffic information, location big data, and customized connected vehicle services for both passengers and commercial vehicles. Partner Alexandra Yang commented: “We are pleased to have been entrusted by our client to help enforcing this high-profile, complex copyright infringement case, which successfully serves to protect the core IP rights of our client, and solidify the social consensus of protecting the core IP rights of electronic maps.” The Fangda team was led by partner Alexandra (Pu) Yang.

Fangda has advised a buyer consortium on its proposed take-private with leading biopharmaceutical company China Biologic Products Holdings, Inc. (“China Biologic”). The consortium comprises Centurium Capital, CITIC Capital, Marc Chan, Hillhouse Capital, Temasek Holdings, and other financial institutions and management members. The deal was announced on November 19, 2020.

China Biologic’s products are used as critical therapies during medical emergencies and for the prevention and treatment of life-threatening diseases and immune deficiency-related diseases. China Biologic was founded in 2002 and listed on NASDAQ in 2009. Under the merger agreement, the buyer consortium will pay US$120 per share to acquire a 68.84% stake in China Biologic, implying an equity value of China Biologic of about US$4.8 billion.

Fangda Partners acted as PRC legal counsel to the buyer consortium, including providing due diligence, and negotiating and drafting the financing transaction agreement and the bank loan agreement. The Fangda corporate team was led by partners Leo Lou and Diana Li, and team members included Elaine Wang, Shuwen Hu, Tingting Huang, Siyu Chen, Xiaobo Wen, Jiali Yang, and Yifei Huang. The banking & finance team was led by partner Stanley Chen, supported by Harry Xu.

Fangda acted as Hong Kong counsel to JW (Cayman) Therapeutics Co. Ltd. (Stock code: 2126) on the listing of JW Therapeutics’ ordinary shares on the Main Board of the Stock Exchange of Hong Kong and the concurrent global offering. The listing and global offering raised approximately HK$2.3 billion (prior to exercise of the underwriters’ over-allotment option). JW Therapeutics is a leading clinical and pre-clinical stage cell therapy company in China, with a vision to develop innovative cell therapies for the China market to transform the treatment of cancer for Chinese patients. The listing and the closing of the global offering took place on November 3, 2020. Goldman Sachs and UBS acted as joint sponsors of the listing and, together with CICC and Citic Securities, as joint global coordinators, joint bookrunners and joint lead managers of the global offering. The Fangda team was led by partner Colin Law, and the team members comprised counsel Jonathan Wallenberger, associates Alan Au, George Chen and Yilin Lu, and paralegal Tracy Ho.

Fangda represented iRay Technology Company Limited in its initial public offering and listing on the SSE STAR Market (Shanghai Stock Exchange Science and Technology Innovation Board) on September 18, 2020. The IPO raised a total of RMB2.2 billion from the issue of 18.2 million shares. This is the largest IPO project in the special equipment manufacturing industry on the SSE STAR Market to date. iRay Technology is China’s top manufacturer of digital X-ray detectors, is one of the world’s leading enterprises in the research, development and production of digital X-ray detectors, and one of the world’s few digital X-ray detector manufacturers that has mastered the four core sensor technologies. The company’s listing on the SSE STAR Market is significant as China localizes the production of core components of high-end medical devices. Fangda advised and represented iRay Technology in its pre-IPO financings, onshore and offshore restructuring and the IPO. The Fangda team was led by partners Qiang Ma and Ke Luo, supported by associates Yuhan Zhang and Kevin Liu.

Fangda, as lead legal counsel, represented TCL Technology Group Co., Ltd. (“TCL Technology”) and China Star Optoelectronics Technology Co., Ltd. (“TCL CSOT”), a subsidiary of TCL Technology, in their acquisition of Samsung Display’s LCD plant in Suzhou for US$1.08 billion. The Suzhou plant comprises Samsung’s only 8.5th generation LCD production line in mainland China. The deal was signed on August 28, 2020, subject to customary closing conditions. TCL Technology and TCL CSOT’s strategic acquisition of the Samsung 8.5th generation LCD plant underscores TCL Technology’s strategic aim to become a global leading technology industry group. On completion, TCL CSOT will operate three 8.5th generation large-size display production lines, capable of manufacturing 440,000 large panels a month. The deal was led out of Fangda’s Greater Bay offices in Shenzhen and Hong Kong. Fangda provided the full range of transaction services and legal advice to the buyer as well as coordinating Korean local counsel. The deal was concluded on a very tight timescale. The Fangda team was led by partners Qiang Ma and Wei Chen, and team members included Qin Liu, Anqi Hu, Haipan Hu, Lijuan Sun, Duncan Deng and Viola Jiang. Partners Michael Han and Jin Wang and team members Yun Dong and Joy Wong supported the corporate team to coordinate antitrust clearance in multiple jurisdictions worldwide .

Fangda has advised AstraZeneca, the British-Swedish multinational pharmaceutical and biopharmaceutical company, on a licensing deal with Shenzhen Kangtai Biological Products Co., Ltd. (“BioKangtai”), under which AstraZeneca will aim to supply the adenovirus vector-based COVID-19 vaccine, AZD1222, to China. AZD1222 is currently being developed by the University of Oxford, with whom AstraZeneca signed an agreement in April to build a number of supply chains in parallel across the world. BioKangtai has agreed to build capacity to make at least 100 million doses of the vaccine by the end of 2020 and 200 million doses per year by the end of 2021, for the China market. The two companies said that they will explore the possibility of cooperation in other regions and markets. At the moment, Phase II and III clinical trials of COVID-19 vaccine are being undertaken in many countries, with the objective of testing the vaccine’s effectiveness and the safety and immune response of the vaccine for different age groups as well as inoculation rates. Leon Wang, Executive Vice-President, International and President of AstraZeneca China, said: “We hope to leverage BioKangtai’s technology and manufacturing capability to enable the supply of AZD-1222 in China. We believe that with the cooperation of governments, international organizations, NGOs, and companies around the world, we can overcome the challenges created by the COVID-19 pandemic. We aim to make the University of Oxford’s vaccine widely accessible around the world in an equitable manner.” Fangda advised AstraZeneca on all aspects of the licensing deal, including providing due diligence, drafting, amendment, and translation of the framework agreement, and handling negotiation. The team was led by partner Josh Shin, supported by team members Bella Wang, Muriel He, and Jiali Yang.

Fangda is advising EF Education First (“EF”) in connection with a major investment by the global investment firm Permira in the EF Kids & Teens Business, which is headquartered in Switzerland with schools in China and Indonesia. Permira will acquire a majority stake in the EF Kids & Teens business, with EF retaining significant ownership in the business. The completion of Permira’s investment remains subject to customary conditions. With over 20 years of successful operations, EF Kids & Teens is a market leader in premium English language education with 288 schools across 62 cities in China and 79 schools in Indonesia and one of the largest networks of international teachers. Over the past few months, EF Kids & Teens has successfully helped hundreds of thousands of students lean online through EF’s proprietary learning platform and live EF teachers from around the world. Founded in Sweden in 1965, EF Education First is a leading international education company which focuses on academics, travel and cultural experiences. Globally, EF has 600 offices and schools in 50 countries, as well as a research and development unit headquartered in Switzerland. In China, EF has three divisions: Kids and Teens Schools, Adults Education and Study Abroad. Permira is a global investment firm. Founded in 1985, the firm advises private equity funds and makes long-term investments with a total committed capital of approximately USD48 billion. The Permira funds have made over 250 private equity investments in four key sectors: Consumer, Services, Healthcare and Technology. The Fangda corporate team is advising on international cross-border as well as domestic Chinese aspects of this landmark transaction, and includes Hong Kong-based partner Mark Lehmkuhler, Beijing-based partner Chen Bao and Shanghai-based partner Sherry Xu; Beijing-based partners Michael Hanand Caroline Huang are providing antitrust advice on the transaction.

Fangda advised WuXi AppTec on its placement of 68.2 million H-shares at a price of HK$108 each. The placement, which concluded on July 29, 2020, raised HK$7.4 billion. The agents included Morgan Stanley, Huatai Securities, Goldman Sachs, and J.P. Morgan. WuXi AppTec is a global pharmaceutical, biopharmaceutical and medical devices company, providing comprehensive laboratory research and R&D services from drug discovery through development to market delivery. Fangda’s mainland China and Hong Kong teams worked together to advise WuXi AppTec, a longstanding client. The mainland China team was led by Xueyan Jiang, and team members included Yvonne Gan, Yanhui Hu, Janice Jia, and Ellyn Ai. The Hong Kong team was led by Colin Law and Arman Lie, and team members included Brian Kwok, Ting Him Chan, Karen Chan, and George Chen.

Fangda represented Huatai United Securities as sponsor and lead underwriter in Sunshine Guojian Pharmaceutical (Shanghai) Co., Ltd. (Sunshine Guojian)’s initial public offering and listing on the SSE STAR Market (Shanghai Stock Exchange Science and Technology Innovation Board) on July 22, 2020. The IPO raised over RMB1.7 billion. Sunshine Guojian is one of the first batch of Chinese biopharmaceutical companies manufacturing antibody drugs, and already has three regulator-approved therapeutic antibody drugs in China. The company’s R&D concentrates on developing antibody drugs, particularly aimed at the treatment of autoimmune diseases and tumors. It is the largest of all the biopharmaceutical companies in China, and has some 10 antibody drugs under development. Sunshine Guojian is the first STAR market-listed company in the biopharmaceutical industry to be spun off from a Hong Kong-listed company (3SBio Group).

Fangda represented China International Capital Corporation Limited as joint sponsor and lead underwriter in Semiconductor Manufacturing International Corporation (SMIC)’s initial public offering and listing on the SSE STAR Market (Shanghai Stock Exchange Science and Technology Innovation Board) on July 16, 2020. The IPO raised over RMB46 billion (over RMB53 billion after the exercise of the over-allotment option). SMIC’s IPO is the largest on the STAR Market to date. SMIC is one of the world’s leading integrated circuit (IC) companies, as well as being the most advanced semiconductor manufacturer in China. SMIC is the first overseas listed red chip enterprise to enter the A-share capital market through this type of offering. Fangda advised on all aspects of the offering, including legal research, corporate governance, and consultation with all domestic and international securities regulatory agencies.

Fangda acted as PRC legal counsel to Morgan Stanley & Co. LLC and BofA Securities, Inc. as underwriters on the IPO and listing of Agora, Inc. (Agora) on the Nasdaq Global Select Market in the US on June 26, 2020. In the listing, Agora offered 17.5 million American Depositary Shares (ADSs), raising approximately US$350 million (before the greenshoe option), as well as selling approximately $110 million worth of shares in a private placement. Agora, a leading voice, video and live interactive streaming platform, provides developers with simple-to-use, customizable and widely compatible APIs (application programming interfaces) to embed real-time video and voice into their applications without the need to build the infrastructure themselves. Agora is the first company in the real-time, platform-as-a-service (PaaS) sector to list.

Fangda represented Haier Electronics Group Co., Ltd. (HK Stock Code: 1169) (“HEG”) in the privatization of HEG by way of a scheme of arrangement and the withdrawal of listing of HEG (the “Privatization”). As consideration for the Privatization, Haier Smart Home Co., Ltd. (“HSH”) will issue 1.60 new HSH H Shares and make a Cash Payment of HK$1.95 per HEG share. The Privatization of firm intention was announced on July 31, 2020 and the scheme document was despatch on November 16, 2020. In the Privatization, HEG is estimated to be valued over US$11 billion, this is the largest scale privatization of a Hong Kong listed company as of July 31, 2020. The Fangda team on this deal was led by partners Colin Law, Edward Bong, Xueyan Jiang, Jian Fang, Siyuan Pan, the team members comprised associates Hong Ding, Eric Li, Yao Zhang and Yvonne Gan. Fangda advised on the transactions, prepared for the transaction documents and other related documents.

Fangda acted as PRC legal counsel to Credit Suisse Securities (USA) LLC and China International Capital Corporation Hong Kong Securities Limited as underwriters on the IPO and listing of Genetron Holdings Limited (Genetron) on the Nasdaq Global Select Market in the US on June 19, 2020. In the listing, Genetron offered 16 million American Depositary Shares (ADSs), raising approximately US$256 million (before the greenshoe option) and making it the largest IPO offering globally for a precision oncology company. Genetron is a leading Chinese precision oncology company, focusing on cancer molecular profiling and harnessing advanced technologies in molecular biology and data science to improve cancer treatment.

Fangda advised Huatai Financial Holdings (Hong Kong) Limited and UBS AG London Branch as joint global coordinators, along with other joint bookrunners, on all PRC legal issues related to the issuance of global depositary receipts (“GDRs”) by China Pacific Insurance (Group) Co. Ltd. (“CPIC”) on the London Stock Exchange. CPIC raised US$1.8 billion (prior to any exercise of the over-allotment option) or US$2 billion (assuming full exercise of the over-allotment option) through the issuance on the Shanghai-London Stock Connect Segment (Shanghai Segment) of the London Stock Exchange. The net proceeds will be mainly used to develop CPIC’s businesses overseas and support its core insurance business growth. The GDRs commenced trading in London on June 22, 2020 (London time). This is the largest capital raise via an admission to London Stock Exchange in 2020 to date. Founded in 1991, CPIC is an insurance holding company incorporated on the basis of China Pacific Insurance Company, and a leading insurance group in China. CIPC's GDR issuance is innovative in connection with Shanghai-London Stock Connect in a number of respects: it is the first GDR to adopt Chinese accounting standards; it introduces a cornerstone investor mechanism with a long-term lock-up arrangement; and it is the first to receive a public float waiver as a non-European company. After the listing on LSEG, CPIC has become the first ever A+H+G (‘Shanghai+Hong Kong+London’) simultaneously listed insurance company and the second Chinese company to list GDRs in London utilizing Shanghai-London Stock Connect.

Fangda represents Asian Infrastructure Investment Bank (AIIB) on its RMB3 billion panda bond offering on China’s interbank bond market. This is the first panda bond offering by an issuer rated AAA by international credit rating agencies after the promulgation of the current panda bond rules. The 3-year sustainable development bonds carry the Combating COVID-19 label approved by the National Association of Financial Market Institutional Investors and zero percent risk weighting in China. The issuance received extraordinary support from both onshore and offshore investors (including through the Bond Connect Regime)， and were subscribedwith 35% allocated to domestic and 65% to international investors. The bonds were priced at a coupon rate of 2.40% per annum, 23 bps lower than the valuation of China Development Bank bonds, reflective of AIIB’s strong credit fundamentals. The net proceeds will be included in the ordinary resources of AIIB, supporting to fund part of COVID-19 Crisis Recovery Facility, to upgrade the country’s sustainable public health infrastructure and provide emergency equipment and supplies in response to the COVID-19 pandemic. RMB2.5 billion of the proceeds will be used as the COVID-19 containment development in China. The successful issuance of the Panda bond , showcasing milestone significance, contributing to enhancing global investor base such as multilateral development banks and prestigious global issuers to enter Chinese debt market, as well as the internationalization of China’s capital markets.

On November 15, 2019, pursuant to the Shanghai Bankruptcy Court’s order under the Enterprise Bankruptcy Law (“EBL”), CEFC Shanghai International Group Limited (“CEFC”) went into bankruptcy liquidation. On November 24, 2019, the Shanghai Bankruptcy Court appointed the Shanghai Office of King & Wood Mallensons, AllBright Law Offices, and Fangda Partners as joint administrators of the CEFC Bankruptcy Case. According to an application by the joint and several administrators of CEFC Shanghai International Group Limited (the “Administrators”) to seek recognition and assistance in Hong Kong, the High Court of the Hong Kong Special Administrative Region (HKSAR) ( “High Court”) made and issued the Order on December 18 and 20, 2019, and rendered the Decision accordingly on January 13, 2020, in which the Court recognized the liquidation in the Mainland of the People’s Republic of China (the “Mainland”) and the appointment of the joint and several administrators appointed by Shanghai No.3 Intermediate People’s Court (“Shanghai Bankruptcy Court”) and recognized that the Administrators have and may exercise the relevant powers in the HKSAR. All proceedings in HKSAR against CEFC are now pending. This was the first application in Hong Kong made by Mainland administrators for recognition of their appointment and judicial assistance under common law. In order to prevent a creditor from obtaining a garnishee order absolute, on December 10, 2019 the Shanghai Bankruptcy Court issued a Letter of Request urgently to the High Court to request the High Court recognize the appointment of the Administrators and to allow the Administrators, to the greatest extent permitted under Hong Kong laws, to be entitled to the rights under the EBL and judicial interpretations. Based on the Letter of Request and other relevant materials, the Administrators made an urgent application to the High Court for recognition and assistance. The Honorable Mr. Justice Harris granted the recognition and assistance sought by the Administrators. In essence, the orders invested in the Administrators the same powers in cross-border insolvencies as Hong Kong liquidators. This case is expected to promote a unitary approach in cross-border insolvency, and also be referred to as a precedent in the HKSAR, which will be cited in similar cases in the future. For the first time in history, a bankruptcy liquidation in the Mainland has been recognized by a Hong Kong court in the HKSAR. It is also the first time in the history of Hong Kong courts that they will provide judicial assistance to the Mainland bankruptcy proceedings.

Fangda represented China International Capital Corporation (CICC) as sole sponsor and lead underwriter in the IPO and listing of China Resources Microelectronics (CRM) on the SSE STAR Market (Shanghai Stock Exchange Science and Technology Innovation Board) on February 27, 2020, raising approximately RMB3.8 billion (RMB 4.3 billion from the Full Exercise of the Over-Allotman Option). CRM is a semiconductor company incorporated in the Cayman Islands and with its principal business operation in the PRC. CRM is China’s first red-chip to list on the A-share market, paving way for other overseas-listed red-chip companies to return to the home market.