Clifford Chance, King & Wood among firms on HK$3.9bn Hong Kong IPO

Cleary Gottlieb Steen & Hamilton, Clifford Chance, King & Wood Mallesons (KWM) and Shearman & Sterling were among the advisers on China Machinery Engineering Corporation’s (CMEC) HK$3.9bn (£240m) IPO in Hong Kong.

CMEC is a Beijing-headquartered, state-owned engineering, procurement and construction contractor in the power sector with operations across the world. For its IPO, the company instructed a KWM team led by the firm’s Hong Kong-based corporate finance partner Larry Kwok to provide Hong Kong legal advice. The firm’s Melbourne and Sydney offices also advised the issuer on Australian sanctions law and Australian law respectively.

Clifford Chance, fielding Shanghai-based capital markets partner Jean Thio, provided European and United Nations-related advice to the issuer, while America’s McKenna Long & Aldridge and Chinese firm Jiayuan acted as its US and PRC counsel respectively.

The deal is one of a small number of large Hong Kong global offerings in which a non-UK or US firm has acted as Hong Kong counsel.

The underwriters consisted of BOCI Asia, ICBC International Capital, ICBC International Securities, CIMB Securities and ABCI Securities Company. They were advised by Shearman on Hong Kong law, Cleary Gottlieb Steen & Hamilton on US law and Commerce & Finance on PRC law.

Shearman & Sterling’s team was headed by Hong Kong managing partner Colin Law and Shanghai-based capital markets partner Alan Seem. The US firm launched its Hong Kong law capability in 2010 by hiring Law from O’Melveny & Myers (6 January 2010).

People’s Insurance Company of China (PICC) was one of the cornerstone investment in CMEC’s IPO. It was advised by Davis Polk & Wardwell Hong Kong-based corporate partner Antony Dapiran, who also led the firm’s team in PICC’s $3.1bn IPO in Hong Kong in November 2012.

Background to this deal:

KWM partner Kwok is a veteran Hong Kong adviser for IPOs and M&A involving PRC companies. He founded local Hong Kong firm Kwok & Yih, which merged with legacy Australian firm Mallesons Stephen Jaques in 2004. Following the merger, he was promoted to managing partner of Mallesons’ Hong Kong and China offices (28 July 2004). He was appointed managing partner for Asia strategy and markets following the merger between King & Wood and Mallesons in 2012 (15 December 2011).

Most recently, KWM teamed up with Davis Polk to advise on the $3.1bn IPO of PICC in November 2012. In the PICC deal, KWM acted as the PRC counsel with Beijing-based partners Yang Xiaolei and Su Zheng leading its team. Slaughter and May and Sullivan & Cromwell advised the underwriters in this IPO.

Beijing-headquartered Jiayuan has done a large number Hong Kong IPOs of Chinese state-owned companies, particularly those in the construction and engineering sectors. The firm’s capital markets practice is headed by managing partner Yan Yu. It launched a Hong Kong office in September 2012 (6 September 2012).