Deals – 18 October 2007

Freshfields Bruckhaus Deringer has advised China Oriental Group (China Oriental) in its defence of an unsolicited voluntary general offer for all of the shares in China Oriental from Smart Triumph Corporation (Smart Triumph). Smart Triumph’s sole shareholder is Ms Diana Chen Ningning, who is also the second largest shareholder of China Oriental. Smart Triumph’s offer valued China Oriental at approximately HK$11.7 billion. As at October 2, 2007 (the deadline for acceptance of Smart Triumph’s offer) Smart Triumph had received acceptances from shareholders representing 16.62 percent of China Oriental, which when aggregated with Smart Triumph’s 28.11 percent shareholding, was below the minimum 50 percent acceptance condition. Accordingly, the Smart Triumph’s offer failed to become unconditional and has therefore lapsed.

Gide Loyrette Nouel has advised Veolia Water, a division of Veolia Environnement, on its acquisition of a 49 percent equity stake in Tianjin Shibei Water Company Ltd (Tianjin Shibei). Tianjin Shibei, which will be transformed into an equity joint venture between Tianjin Water Works (Group) Company Ltd and Veolia Water following completion of the acquisition, will hold a 30-year concession right to supply drinking water to three million inhabitants in Tianjin’s Shibei and Binhai Districts. The project is worth an estimated cumulated turnover of EUR2,65 billion for Veolia Water. Tianjin is a rapidly growing and important city in Northern China, which has recently been chosen by the central government to become the country’s third economic powerhouse after Shenzhen in south China’s Guangdong Province and the Pudong New Area in Shanghai. Several economic and administrative reforms, including preferential investment policies in the Binhai New Area have since followed.

Herbert Smith has advised Goldman Sachs and Morgan Stanley on the HK$13.74 billion (US$1.77 billion) initial public offering of Sino-Ocean Land Holdings, a Beijing-based residential developer listed on the Hong Kong Stock Exchange. The company sold 36.6 percent of its enlarged share capital, or 1.51 billion shares, of which 82 percent were newly-issued. Trading began on September 28, 2007 and the overallotment option was fully exercised on October 2 by the joint global coordinators in respect of an aggregate of 232,680,000 shares. Sino-Ocean Land Holdings Limited was established in 1993 as COSCO Real Estate Development and registered in Hong Kong under its current name in 2007. Sino-Ocean is among the largest real estate developers in Beijing with a focus on developing mid- to high-end residential properties and office buildings, retail properties, serviced apartments and hotels. It has roughly 8.6 million square meters of land slated for construction, as well as four large-scale prime development projects in Beijing. Herbert Smith advised on the Hong Kong and United States law aspects of the IPO.

Huen Wong & Co (in association with Fried, Frank, Harris, Shriver & Jacobson LLP) has represented Xinjiang Xinxin Mining Industry Co Ltd (Xinjiang Xinxin) in connection with its US$575 million (HK$4.485 billion, after the exercise of the overallotment option in full) global offering and listing of H Shares on the Main Board of the Hong Kong Stock Exchange. BOCI Asia Limited was the sole global bookrunner. Xinjiang Xinxin was the second largest integrated producer of nickel cathode in China in 2006.

Johnson Stokes & Master has acted for HSBC Group in establishing a life insurance joint venture with National Trust Limited in the PRC. HSBC Insurance (Asia) Limited and National Trust received approval from the China Insurance Regulatory Commission to establish the life insurance joint venture under the preferential terms of the Close Economic Partnership Arrangement. The initial total investment of the joint venture is one billion renminbi.

Johnson Stokes & Master has acted for start-up airline Macau Asia Express Limited in the airline’s acquisition of its first aircraft fleet. The firm represented the Macau-based airline in its negotiation with Aircastle, a leading US aircraft lessor, for the operating lease of six Airbus A320 aircraft. The negotiation concluded successfully on August 2007.

Skadden, Arps, Slate, Meagher & Flom is representing Galaxy Entertainment Group Limited (Hong Kong), an owner and operator of casinos, hotels and entertainment facilities in Macau, in its US$840 million sale of a 20 percent stake to Permira Advisers Limited, a private equity firm in the United Kingdom.

Skadden, Arps, Slate, Meagher and Flom has represented Goldman Sachs (Asia) LLC, the Hongkong and Shanghai Banking Corporation Limited and UBS AG as joint global coordinators in the approximately US$1.9 billion initial public offering of shares by SOHO China Limited, a real estate developer. The shares were listed on the Hong Kong Stock Exchange and included a Rule 144A/Regulation S component.

Skadden, Arps, Slate, Meagher and Flom has represented Goldman Sachs (Asia) LLC and Morgan Stanley Asia Limited as joint lead underwriters in the approximately US$842 million initial public offering by Bosideng International Holdings Limited (China), a producer and retailer of apparel. The offering included a Rule 144A component.

Slaughter and May has advised Morgan Stanley & Co International plc and Citigroup Global Markets Asia Limited as placing agents in relation to the placing of 200,000,000 new shares in China Resources Power Holdings Company Limited (China Resources Power). The net proceeds of the placing were approximately US$617.6 million. China Resources Power plans to use the proceeds to invest in coal mines in Mongolia and related infrastructure. The placing was announced on October 4, 2007. China Resources Power is listed on the Main Board of the Hong Kong Stock Exchange and is engaged in the investment, development, operation and management of power plants in the PRC.

Watson, Farley & Williams has advised Norwegian gas-carrier owner IM Skaugen’s Singapore subsidiary IM Skaugen Marine Services on a joint venture tie-up with GATX to take ownership of four 10,000-cbm ethylene/LPG/LNG carriers. The vessels are being built at Taizhou Wuzhou Shipbuilding in China and will join the Norgas pool on delivery. The firm advised Skaugen on the joint venture arrangements and the charter, construction, vessel management and financing agreements.