Capital Markets

Fangda offers in-depth experience in complex capital markets transactions, combining global-standard counsel with a deep understanding of PRC equity and debt capital markets transactions. We stand apart from our PRC law firm competitors for our uniquely global team composition and our market-leading capabilities on major cross-border transactions.

We are recognized by the market to be one of the go-to firms for handling the most complicated and high-profile A-share IPOs, material assets restructurings and public M&A. We have extensive experience in international equity and debt offerings, including IPOs, follow-on offerings, H-share convertible issuance and corporate bonds issuance (both investment grade and high-yield). We continue to serve a host of leading TMT and internet companies, as well as healthcare and biotech companies.

Equity Capital Markets

We handle the most complex and high-profile A-share initial public offerings in our market. Our team is viewed as the market leader in this field, ranking highly in substantially all of the leading legal benchmark publications focused on China.

In Hong Kong, our team regularly acts as both PRC and Hong Kong counsel, handling virtually all aspects of equity capital markets transactions for issuers, underwriters and other market participants. We also provide U.S. securities law advice for capital markets transactions in Hong Kong, including having a team of experienced U.S.-qualified securities lawyers who can advise on all aspects of Rule 144A offerings. Our senior partners are widely recognized as market-leading practitioners, having a track record for handling many cutting-edge transactions, including advising on the first batch of companies listing under the new Chapter 18A Listing Rules.

Debt Capital Markets

Our debt capital markets team leads work on a full range of debt securities offerings and related transactions, advising clients on corporate bonds issuance (both high-yield and investment grade); on the establishment of, updates to, and drawdowns under debt issuance programs; on tender offers, exchange offers and other liability management transactions; on preference shares, perpetual bonds and other hybrid securities offerings; on private placement of debt securities; as well as advising on Panda bond offerings.

Recognition

Capital Markets: PRC firms – Tier 1
The Legal 500 Asia Pacific, 2019 - 2023
Capital Markets - Outstanding
Asialaw Profiles, 2018 - 2023
Capital market: Equity: Tier 1
IFLR 1000, Asia Pacific-China, 2023 (32nd edition)
Team of the Year: Capital markets
IFLR1000 China Awards, 2020

Notable Matters

Recent transactions for leading companies and financial institutions include advising:

Capital Markets

Debt

Guangzhou Rural Commercial Bank as international counsel on its offering of US$1.4 billion non-cumulative perpetual offshore preference shares, one of the largest offshore preference shares offering by Chinese regional banks in recent years.
Nanjing Southeast State-owned Assets Investment Group on its RMB1 billion bond offering, the first ever offshore bond offering in the Shanghai Free Trade Zone.
Zhongyuan Asset Management Co. as international counsel on its debut US$400 million senior bonds offering, the first offshore bond offering by a PRC state-owned local asset management company.
Redsun Properties Group as U.S., Hong Kong and PRC counsel in several high-yield senior notes offerings.
Oceanwide Holdings Co. as U.S., Hong Kong and PRC counsel in several high-yield senior notes offerings.
Excellence Commercial Properties Co. as U.S. counsel in several high-yield senior notes offerings.
Wuxi Industry Development Group Co. as international counsel on its debut bond issuance of US$300 million.
Crédit Agricole as its transaction and PRC counsel on the first bail-in-able, TLAC-eligible Panda bond offering by a global systemically important banks (G-SIB) (winner of Debt Deal of the Year 2019 awarded by China Law & Practice).
Asian Infrastructure Investment Bank as its transaction and PRC counsel on its establishment of RMB10 billion panda bond issuance program and its first issuance of RMB3 billion panda bonds (winner of The Asset Country Award 2020 – Best China anti-COVID-10 deal).
Republic of the Philippines as transaction and PRC counsel on its RMB2.5 billion Panda bond offering.
BMW as its transaction and PRC counsel on its establishment of RMB20 billion panda bond issuance program and its issuances of RMB15.5 million panda bonds (Best Panda Bond in China Awards 2019 by FinanceAsia).
United Overseas Bank as transaction and PRC counsel on its debut Panda bond offering of RMB2 billion (Best Local Currency Bond in Achievement Awards for 2019 by FinanceAsia).
The Ministry of Finance of People’s Republic of China as joint underwriter’s PRC counsel on several sovereign USD bonds and sovereign EUR bonds issuances.
The Ministry of Finance of People’s Republic of China as PRC counsel of fiscal agent, issuing and lodging agent, and listing agent on several sovereign RMB bonds issuances.
China Petrochemical Corporation as underwriters’ PRC counsel on its bond issuance of US$2 billion.
The People’s Bank of China as PRC counsel of fiscal agent, issuing and lodging agent on its several RMB bills issuances in Hong Kong.
Shandong Commercial Group Co. as international counsel on its debut bond issuance of US$120 million.
Hangzhou Jianggan District Urban Construction & Comprehensive Development Co. as international counsel on its debut bond issuance of US$200 million.
Joint lead underwriters’ counsel on Cassa depositi e prestiti’s debut Panda bond offering of RMB5 billion.
China Development Bank on its Tier 2 capital bond issuance of RMB30 billion.
Industrial Bank Financial Leasing Co. as underwriters’ counsel on its green financial bond issuance of RMB10 billion.
China Resources Cement Holdings Limited as counsel on its Panda medium-term notes (MTN) and commercial paper issuance.
Lowa China Offshore Holdings (Hong Kong) as underwriters’ counsel on its Panda corporate bond issuance of RMB1.5 billion.
Beijing Capital Land as underwriters’ counsel on its private placement of sustainable corporate bond specifically for housing and leasing of RMB 5billion.
State Development & Investment Corp. on its bond issuance of US$1 billion.
Bank of Ningbo on its A-share convertible corporate bond issuance of RMB10 billion.
China National Petroleum Corporation as underwriters’ counsel on its exchangeable corporate bond issuance of RMB20 billion.

Equity

China Resources Microelectronics as sponsor’s PRC counsel on the IPO of CRM on the STAR Market in 2020, a milestone in the opening up of China’s domestic capital markets. CRM is the first foreign company to directly offer shares and list in the PRC, the first listed company in the PRC whose denomination currency is not the renminbi, the first foreign company to configure its corporate governance to closely align with A-share-listed companies, the first listed company to adopt a greenshoe provision in the Shanghai Stock Exchange STAR Market.
AMEC and ArcSoft as issuer’s PRC counsel on the A-share IPO on the STAR Market. This was at the time the largest valuation of new shares issued by the STAR Market.
Suzhou Zelgen Biopharmaceuticals as sponsor’s PRC counsel on the IPO of Zelgen on the STAR market in 2020. This was the first company to be listed without a track record of revenues and profits, as well as the first company listing on the STAR Market applying the fifth set of listing standards on the A-share market.
FII as sponsor’s PRC counsel on the IPO of Foxconn Industrial Internet Co. in 2018. This was then the largest A-share IPO by an industrial enterprise, the largest A-share IPO by a foreign-invested enterprise, the largest A-share IPO by a non-financial enterprise since 2010, and the largest A-share IPO since 2016.
Wuxi AppTec as issuer’s PRC counsel on the RMB2.3 billion A-share IPO on the Shanghai Stock Exchange, and as its PRC and Hong Kong counsel for its HK$7.5 billion IPO on the Hong Kong Stock Exchange. The listings followed a delisting from NASDAQ and a series of complicated restructuring to dismantle the original red-chip structure.
Mindray as issuer’s PRC counsel for the A-share IPO on the Shenzhen Stock Exchange in 2018, following its U.S. delisting in 2015 and a series of complicated restructurings to dismantle their original red-chip structure.
Huatai Securities, a PRC company listed on the Shanghai Stock Exchange and the Hong Kong Stock Exchange, as issuer’s PRC counsel for its offering 82 million global depositary receipts (GDRs) under the Shanghai-London Stock Connect regime. This was the first GDR issuing of a Shanghai Stock Exchange-listed company under Shanghai-London Stock Connect.
Alibaba as issuer’s PRC counsel for its HK$88 billion IPO on the Hong Kong Stock Exchange. The global offering is the largest ever cross-border secondary offering and also the biggest equity offering on the Hong Kong Stock Exchange since 2010. The Firm also represented Alibaba Group in its historic US$25 billion initial public offering on NYSE in 2014, which was then the largest IPO ever conducted.
Budweiser Brewing Company APAC as issuer’s PRC counsel for its US$5bn IPO on the Hong Kong Stock Exchange. The global offering was the third-largest IPO globally in 2019.
BeiGene as issuer’s PRC counsel for its HK$7 billion IPO on the Hong Kong Stock Exchange. This was the first dual primary listing of a Nasdaq-listed biotech company.
Cstone Pharmaceuticals as PRC issuer’s counsel for its HK$2 billion IPO on the Hong Kong Stock Exchange.
Jinxin Fertility Group as issuer’s Hong Kong counsel on its approximately US$400 million listing.
China Kepei Education Group, as Hong Kong counsel of the joint sponsors and joint global coordinators, on the US$113 million global offering and initial public offering on the Main Board of the Hong Kong Stock Exchange.
Koolearn Technology Holding, as Hong Kong counsel of the sponsor and global coordinators, on its global offering on the Main Board of the Hong Kong Stock Exchange, raising US$200 million.
Frontage Holdings Corporation, as Hong Kong counsel of the joint sponsors and other joint global coordinators and underwriters, on its global initial public offering on the Main Board of the Hong Kong Stock Exchange, raising US$205 million.
Hua Medicine, as Hong Kong counsel of the joint sponsors and other joint global coordinators and underwriters, on the US$110 million global initial public offering on the Main Board of the Hong Kong Stock Exchange.