DeHeng Recognized with Multiple Entries in China Business Law Journal’s 2023 Deals of the Year
2024-03-19
On March 19, 2024, China Business Law Journal, an internationally renowned legal publication, unveiled its 2023 Deals of the Year list. DeHeng Law Offices was honored with three entries on the list, recognized for their significance, complexity, and innovation.
Debt Capital Markets
The USD 3 Billion MTN Program of Pioneer Reward Limited
Key Area: Bonds
Role: PRC legal counsel to the issuer
Lead Lawyer: Hou Zhiwei
Details: Pioneer Reward Limited, a subsidiary of Huatai International, successfully established a USD 3 billion medium-term note (MTN) program overseas. Under the program, it issued two tranches of three-year bonds to global investors in 2023, each valued at USD 800 million. The first tranche carried a 5.25% fixed coupon rate, while the second had a floating rate. Both tranches were listed on exchanges in Hong Kong and Singapore. Huatai Securities provided guarantees for the MTN program and the two issuances, which stood out in a challenging market where USD bond issuances by Chinese firms significantly declined due to continued Federal Reserve rate hikes. This transaction underscores Huatai Securities’ commitment to expanding its international presence.
Corporate M&A
Restructuring and Listing of CCCC’s Design Division
Key Areas: Restructuring and listing; engineering design consulting
Role: Legal counsel to the acquirers (CCCC and China Urban-Rural)
Lead Lawyers: Zhao Yanan, Bi Yumei, Zhu Bingqian
Details: China Communications Construction Company Limited (CCCC) and China Urban-Rural reorganized six design institutes and merged them into Qilianshan Cement, a listed subsidiary of China National Building Material Group, to form the largest engineering investigation and design consultancy company in China. The transaction involved a total consideration of 23.503 billion yuan for the injected assets, 10.43 billion yuan for divested assets, and a supporting fund-raising cap of 2.256 billion yuan. In this transaction, Qilianshan Cement swapped 100% of the equity it held in Gansu Qilianshan Cement Group Co., Ltd. for the equivalent part of CCCC’s 100% equity in three highway design institutes and China Urban-Rural’s 100% equity in three municipal design institutes, with the difference made up by Qilianshan Cement through purchase by offering shares to CCCC and China Urban-Rural, in addition to raising matching funds. After completion, Qilianshan Cement was renamed CCCC Design and Consultancy Group Co., Ltd., marking the largest merger and restructuring in the global engineering design consultancy sector and the first A-share listing via spinoff and backdoor listing by central SOEs. This milestone transaction enabled the design division of CCCC to officially list on the A-share market and will enhance its financing and consolidation capabilities, support China’s strategy of building a strong transportation network by leveraging the leading role of engineering design consultancy, and bolster the global competitiveness of China’s engineering design sector.
Insolvency and Restructuring
Reorganization of Grandland Group
Key Areas: Bankruptcy restructuring; architectural decoration
Role: Legal counsel to the restructuring investor (Shenzhen SEZ Construction Group)
Lead Lawyers: Zha Xiaobin, Yang Zhou, Chen Xuguang
Details: DeHeng assisted industrial investor Shenzhen SEZ Construction Group Co., Ltd. in completing the restructuring investment in Shenzhen Grandland Group Co., Ltd., thereby becoming its controlling shareholder. The successful restructuring of Grandland Group marks DeHeng’s another achievement in the field of restructuring investments in listed companies on behalf of investors. This case serves as an important example of effectively resolving debt risks in the real estate industry chain. It required balancing and safeguarding the lawful rights and interests of Grandland Group’s numerous creditors and minority shareholders, drawing significant attention from regulators and across society. Additionally, as Grandland Group was subject to delisting risk warnings, it was imperative to complete the execution of the restructuring plan by the end of 2023. The case posed high challenges in both complexity and time constraints. During this restructuring investment, DeHeng provided Shenzhen SEZ Construction Group with comprehensive legal services throughout the entire process. These services included legal due diligence, designing the restructuring investment plan, advising on the selection of restructuring investors, drafting the restructuring investment agreement and restructuring plan, assisting with the execution of the restructuring plan, and filing the necessary prior notification of concentrations of undertakings for the transaction. By prioritizing both the effectiveness and efficiency of the restructuring, DeHeng facilitated the smooth approval of the restructuring plan at the creditors’ meeting, earning widespread recognition from all parties involved.
The 2023 Deals of the Year list featured 191 standout transactions that stand out for their importance, complexity, originality, and scale across 12 categories, including equity and debt capital markets, ABS/REITs, corporate M&A, private equity and venture capital, major projects, general corporate matters, insolvency, bankruptcy and restructuring, intellectual property, international trade investigations, domestic dispute resolution, and cross-border dispute resolution. Widely regarded as a benchmark of service quality in China’s legal market, this recognition underscores DeHeng’s professionalism and exceptional expertise in serving major enterprises and handling large-scale and complex legal matters. In the future, DeHeng will continue to deliver professional, comprehensive, and high-quality legal services to its clients.
