Clifford Chance and Linklaters advise on China Minmetals’ RMB bonds

Clifford Chance, Linklaters and Chinese firm Jiayuan have secured roles advising on the issue of RMB bonds by Chinese state-owned metals and mining conglomerate China Minmetals.


Through the issue of the bonds in Hong Kong the Chinese company has raised RMB2.5bn (£265m).

China Minmetals is one of four large state-owned companies that recently received approval from China’s National Development and Reform Commission to issue a combined RMB18.5bn worth of offshore RMB-denominated bonds, or dim sum bonds, in Hong Kong. The other three companies are Huaneng Power International, China Datang, and China Guangdong Nuclear Power Holding.

Clifford Chance, which fielded banking and finance partners Connie Heng in Hong Kong and Jean Thio in Shanghai, advised China Minmetals on international and Hong Kong aspects of the deal. Beijing-headquartered capital markets boutique firm Jiayuan, which opened a Hong Kong office last year (6 September 2012), advised the issuer on Chinese law.

Linklaters advised the underwriters on the transaction, including HSBC, DBS Bank, Industrial and Commercial Bank of China (Asia), Agricultural Bank of China International and Standard Chartered Bank.

Background to this deal:

At the end of 2011, Shanghai based steel manufacturer Baosteel Group became one of the first state-owned companies to receive approval to issue RMB bonds in Hong Kong (13 December 2011). In that transaction, which raised RMB3.6bn ((£363m), Allen & Overy and Beijing-based Jingtian & Gongcheng acted for the issuer while Linklaters and Shanghai-based Fangda advised the underwriters.

Linklaters has previously worked with China Minmetals on a major cross-border M&A transaction (7 October 2011). In 2011, the Chinese company acquired Toronto and Australia dual-listed copper miner Anvil Mining for A$1.3bn. Linklaters advised the company in Hong Kong and Paris, while Freehills (now Herbert Smith Freehills) advised it in Australia and Davies Ward Phillips & Vineberg in Canada.

Jiayuan is a long-standing Chinese legal advisor to China Minmetals, having previously advised on the company’s restructuring and its RMB6bn acquisition of a major stake in Hunan Nonferrous Metals Holding Group. The firm’s managing partner Yan Yu is one of the relationship partners for this client.