Chongqing Genrix Biopharmaceutical Co., Ltd. (Stock Code: 688443, “Genrix Bio”) announced on June 5 that it has entered into an licensing agreement with Nasdaq-listed Cullinan Therapeutics, Inc. (Nasdaq: CGEM, “Cullinan”) for ex-Greater China territory. Under the agreement, Cullinan has obtained exclusive global rights (ex-Greater China, which includes mainland China, Hong Kong, Macau, and Taiwan) to develop, manufacture, and commercialize GR1803 injection (Velinotamig), a BCMA×CD3 bispecific antibody developed by Genrix Bio. Genrix Bio will retain the rights for development, manufacturing, and commercialization of GR1803 within Greater China and will continue to actively advance the drug’s development for current clinical indications and its future marketing in China.
Cullinan will pay Genrix Bio an upfront licensing fee of USD 20 million to develop and commercialize Velinotamig in all disease areas globally outside of Greater China. In addition, Genrix Bio is eligible to receive up to USD 692 million in development, regulatory, and sales-based milestone payments. Genrix Bio will also receive tiered royalties from mid-single digits to the mid-teens based on potential ex-Greater China net sales. The two companies will work closely together, leveraging their respective strengths. Genrix Bio will carry out research on Velinotamig in autoimmune diseases within mainland China to explore further therapeutic possibilities.
Velinotamig is a bispecific antibody drug independently developed by Genrix Bio for the treatment of relapsed/refractory (r/r) multiple myeloma (MM). It is classified as a Category 1 therapeutic biological product in China and can simultaneously bind to the BCMA and CD3 antigens. In August 2024, Velinotamig received Breakthrough Therapy Designation by the Center for Drug Evaluation (CDE) under the National Medical Products Administration (NMPA) and is currently in Phase II clinical trials. The international collaboration between Genrix Bio and Cullinan not only injects new momentum into Genrix Bio’s global development strategy but also marks a significant step forward in the global advancement of its innovative pipeline. For Cullinan, this strengthens its T cell engager (TCE) pipeline, enhancing its ability to address a broader range of indications. Both companies will join forces to accelerate the development of innovative therapies and benefit patients worldwide.
Chongqing Genrix Biopharmaceutical Co., Ltd. (Genrix Bio) is a listed biopharmaceutical company (Stock Code: 688443) fueled by antibody drug discovery technologies and committed to addressing significant unmet clinical needs. Supported by its capability in R&D, production, and commercialization, Genrix Bio focuses on monoclonal antibodies and bispecific antibodies in three major therapeutic areas: autoimmune diseases, infectious diseases, and oncology.
Fangda Partners provided comprehensive legal services to Genrix Bio on this transaction. The team was led by Corporate partners Henry He and Josh Shin for transaction structuring and for negotiating and revising transaction documents. Team members included associates Audrey Luo, Miao Rui and Yao Shuyi. Intellectual Property partners Yin Junting and Jeanette Wang provided support on patent-related matters, while Compliance partner Sherman Deng advised on cross-border data compliance. Fangda’s multidisciplinary teams worked together efficiently to provide strong legal support for the successful deal execution.
Recently, THi Holdings Group, a renowned industrial park developer and operator from Singapore, officially signed the industrial park development agreement with the Ras Al Khaimah Economic Zone (RAKEZ) in the United Arab Emirates (UAE). This landmark initiative injects strong momentum into regional economic development and opens a new chapter in cross-border industrial cooperation.
As a leader in the industrial park development sector, THi Holdings Group, leveraging its exceptional professional capabilities and extensive global experience, will jointly invest USD 300 million with global investors to build a world-class integrated industrial park in RAKEZ. Spanning 300,000 square meters, the park will feature advanced infrastructure and a comprehensive industrial support service system. It plans to attract over 20 multinational advanced manufacturing groups from regions including China, Japan, and the United States. This initiative will bring new vitality and opportunities to the advanced manufacturing industry in Ras Al Khaimah and across the UAE, driving local industrial upgrading and diversification while enhancing the region’s position and competitiveness in the global industrial chain. Meanwhile, THi Holdings Group and its partners are establishing an investment fund platform and an operations management platform in the UAE to provide supporting services such as investment promotion, financing, and operational management for the park, forming a full-cycle industrial ecosystem covering investment, development, and operations. The park will focus on industries such as intelligent manufacturing, advanced materials, electric vehicles, digital technology, supply chains, healthcare, and fast-moving consumer goods (FMCG).
The park will especially cater to the needs of Chinese outbound enterprises, offering end-to-end solutions including entry support, capital matchmaking, and local channel expansion. It will serve as a strategic launchpad for Chinese companies to “go global”, helping them quickly integrate into the Middle Eastern market and radiate to North Africa and surrounding regions. Currently, the Middle East, with its open foreign investment policies, upgraded infrastructure, industrial diversification strategies, and unique geographic advantages, is rapidly becoming a central hub for Chinese companies’ overseas expansion. Chinese enterprises are accelerating their regional presence in the Middle East through cross-border investments, establishing regional headquarters, and setting up operations in industrial parks, positioning the Middle East as a strategic node linking global markets.
As the deal counsel to THi Holdings Group and its partners, Fangda is providing end-to-end legal services for this project, covering transaction structuring design, fund formation and fundraising, due diligence, joint venture platform establishment, park development and management, and compliance advisory. Fangda is also leading the drafting, negotiation, and finalization of various transaction documents, including the investment framework agreement, local UAE land lease agreements (Musataha Agreements), and the full set of transaction documents for the investment fund and operations management platforms. By leveraging its global network of partner law firms, Fangda’s Real Estate and Construction team coordinates with legal teams in the UAE and other regions to ensure the efficient and stable implementation of the project.
Amid the wave of Chinese enterprises’ overseas expansion and globalization, Fangda distinguishes itself with its full-process, cross-jurisdictional legal services capabilities. With deep experience in cross-border investment, industry supply chain integration and regulatory compliance, Fangda offers one-stop solutions tailored to Chinese enterprises. By integrating global legal resources, combining Chinese practical experience, and precisely addressing the needs of Chinese outbound enterprises, Fangda continues to empower more Chinese enterprises in building compliant, efficient, and sustainable overseas business layouts in the increasingly complex global environment.
The Fangda team is led by Partner Stephen Lin, team members include counsel Amber Wang and Ann Huang, and associates Lu Li, Chelsey Fei and Erika Wang.
On December 30, 2024, the Zhenjiang Intermediate People’s Court of Jiangsu Province ("Zhenjiang Court") ruled that the restructuring plan for Flower King Eco-Engineering Inc. ("Flower King", stock code: 603007.SH) was complete and that the restructuring could formally conclude. Fangda as a member of the liquidation team served as interim administrator during the pre-restructuring phase and as administrator during the formal restructuring phase. With the guidance and support of governments, courts, and regulatory authorities at various levels, the restructuring achieved several pioneering outcomes:
- the first pre-restructuring case involving a convertible bond issuer in China
- the first — and currently only — listed company in China to fully resolve its convertible bond issues during pre-restructuring through a “voluntary conversion + early redemption” mechanism
- the first successful restructuring of a listed company in China after the issuance of the new State Council Nine-Point Guidelines (“New Nine Rules”).
- Restructuring of Dalian Shipbuilding Offshore Co., Ltd. (2021);
- Pre-restructuring to restructuring of ZK Engineering & Development Corporation Headquarters (2022);
- Recognition and assistance of the Japanese civil rehabilitation proceedings for Shanghai International Holding Co., Ltd. (2023);
- Substantive Consolidation Bankruptcy proceedings of CEFC Shanghai Group Limited (2023);
- Pre-restructuring to restructuring of Shanghai Trendzone Holding Group Co., Ltd. (2023).
On April 23, 2025, Qyuns Therapeutics Co., Ltd. (“Qyuns Therapeutics”) and Caldera Therapeutics have entered into an out-license agreement (the “License Agreement”). The License Agreement grants Caldera Therapeutics an exclusive right to develop and commercialize QX030N globally. QX030N is a long-acting bispecific antibody in the pre-clinical stage for the treatment of immunologic disorders. Fangda acted as legal counsel to Qyuns and provided comprehensive legal services.
Subject to terms and conditions of the License Agreement, Caldera Therapeutics is granted an exclusive, royalty-bearing, transferable, sublicensable right to research, develop, register, manufacture and commercialize QX030N worldwide. In return, Qyuns Therapeutics or its designated affiliate(s) (collectively, the “Group”) will be entitled to receive a one-time, non-refundable, and non-creditable upfront payment of USD10 million, and to receive approximately 24.88% of the equity interest in Caldera Therapeutics. Qyuns Therapeutics may also receive additional payments of up to USD545 million, subject to the achievement of certain clinical development, regulatory and commercial milestones. The Group will also be entitled to receive tiered royalties on net sales from Caldera Therapeutics during a specified time period after the first commercial sales of QX030N.
Caldera Therapeutics is a company newly incorporated in the United States, for the primary purpose of drug development and commercialization, including development and commercialization of QX030N. Caldera Therapeutics was founded by leading biotech investors Lilly Asia Ventures, Atlas Venture, and venBio.
Adhering to the vision of “innovation for the great majority”, established in 2015, Qyuns Therapeutics (2509.HK), as a high-tech enterprise focuses on R&D, industrialization and commercialization of antibody drugs for autoimmune and allergic diseases, and strives to improve drug accessibility and affordability. Based on its independent innovation capabilities, Qyuns Therapeutics has built a comprehensive pipeline, including 1 product approved by NMPA, 2 products at phase III clinical stage, 4 products at phase II or phase I, with indications covering the four major disease areas of skin, respiratory, digestive, and rheumatism. Qyuns Therapeutics is one of the leading companies in China in the field of autoimmune and allergic diseases. It is also one of those who received the most IND approvals regarding autoimmune and allergic diseases in China.
The Fangda team provided comprehensive legal services to Qyuns Therapeutics in this transaction, including transaction structure design, transaction document preparation, negotiation, revision and finalization. The team was led by partners Henry HE, Yiru WANG and Josh SHIN . Team members also included counsels Bella WANG, Alice PING and associate Essie ZHAO.
Fangda Partners’ Intellectual Property team successfully represented a Microsoft affiliate in a patent infringement dispute filed by a U.S.-based Non-Practicing Entity (NPE) (the “Plaintiff”) before the Shanghai Intellectual Property Court. The court recently issued a first-instance judgment recognizing that the Microsoft affiliate did not infringe the asserted patent and upheld the Microsoftaffiliate’s prior art defense. This decision is a rare and groundbreaking decision in patent litigation in its support of a prior art defense based on public use of second-hand devices.
In early 2023, the Plaintifffiled a lawsuit with the Shanghai Intellectual Property Court, alleging that the Microsoft affiliate had infringed its patent. Following an unfavorable finding in a parallel invalidation proceeding, the Plaintiff drastically altered its infringement claims in late July 2024 — less than two weeks before the court’s scheduled pretrial conference. Faced with this abrupt change, the Fangda team swiftly devised a dual-layered defense strategy combining non-infringement and prior art arguments. On the one hand, the team argued a multilevel non-infringement defense through precise claim interpretation; on the other hand, they established a robust foundation for the prior art defense by submitting a comprehensive body of evidence. By working closely with the court to efficiently complete investigation, site inspections, and hearings, the Fangda team secured a complete victory for the client just eight months after the Plaintiff shifted its claims.
In preparing the non-infringement defense, the Fangda team carefully designed nearly 20 rebuttal tests to demonstrate the fundamental differences between the newly asserted technical solution and the patented solution. These tests ranged from analyzing overall technical concepts to specific feature comparisons. The team leveraged appraisal reports, onsite inspections and other methods to clearly and effectively present a compelling non-infringement case to the court.
In tackling the prior art defense, the Fangda team confronted the well-known challenge of “difficult recognition with low success rate” often associated with public use arguments. In a breakthrough approach, the team identified a second-hand device — running Microsoft Windows 7 and released over 15 years prior to the patent’s priority date — as the core evidence for the defense. Through extensive evidence, the team established a clear and complete evidentiary chain to prove both the device's public availability date and its technical content. Ultimately, counsel for the Plaintiff was compelled to admit to the court that the prior art was authentic and relevant and could be used for a comparison as a prior art reference.
Following this admission, the court issued a judgment finding that the Microsoft affiliate’s products were outside the scope of the asserted patent and that the prior art defense was valid. As a result, the court dismissed all of the Plaintiff’s claims. This victory not only demonstrates Microsoft’s strong stance in defending its rights and resisting baseless infringement claims from NPEs, but also highlights Fangda’s exceptional expertise in resolving complex IP disputes. Moreover, the case sets a meaningful judicial precedent for similarly situated companies facing patent litigation.
The Fangda team was led by IP litigation partner Alexandra YANG. Team members included Christine DONG, Jennifer GUAN, Ryan GU, ZHU Xiaopeng and Edward ZHOU. LI Jiawei also provided key support.
Fangda Partners represented the African Export-Import Bank (“Afreximbank”) on its successful issuance of three-year RMB 2.2 billion Renminbi-denominated bonds on China’s interbank bond market on March 28, 2025. This is the inaugural issuance of panda bonds by an African issuer since the Forum on China-Africa Cooperation (FOCAC) Beijing Summit and also the first issuance of panda bonds by a multilateral development institution from Africa.
The net proceeds from this offering will be used to fund Afreximbank’s ordinary operations denominated in RMB or other currencies onshore or offshore in accordance with its charter. A portion of these funds will be used in Africa to support African trade, in accordance with its mandate and/or economic and trade collaboration between Africa and China.
Fangda, as Afreximbank’s PRC legal counsel, drafted all transaction documents in Chinese and English, and also advised Afreximbank on all aspects of the transaction, including but not limited to programme registration, bond offering and ongoing disclosure obligations, and received the client’s ample trust and compliments.
In recent years, leveraging its extensive experience in panda bond transactions, Fangda has advised a number of supranational and sovereign issuers in connection with their panda bond offerings. For example, Fangda advised Asian Infrastructure Investment Bank (AIIB) on its multiple panda bond offerings, including the first sustainable development panda bond by a supranational issuer; Asian Development Bank (ADB) on its multiple panda bond offerings; Egypt on its debut panda bond offering, which was the first sovereign panda bond guaranteed by multilateral development institutions; and Hungary on the first-ever green sovereign panda bond offering.
Fangda team on Afreximbank’s panda bond offering was led by partner Christine Chen. Key team members included counsel Helen Zhao and associates Howie Jiang and Helen Wang.
Generali announces the completion of the share acquisition of Generali China Insurance Company Limited (GCI) on 25 March 2025. Since then, the joint venture P&C insurance company in which Generali has invested in China will be wholly owned by Generali. Fangda provided a comprehensive one-stop legal service to Generali in this transaction.
Generali is one of the largest integrated insurance and asset management groups worldwide. Established in 1831, it is present in over 50 countries in the world, the Group has a leading position in Europe and a growing presence in Asia and Latin America.
This transaction involves complex elements across different legal fields, and it is representative case of Fangda in insurance institution M&A and financial regulation areas. Fangda service team was led by Partners with Financial Industry Group, Grace YU and Lily YAN, and the core team members include Counsel HU Ge and Associates Lara Liao, Wanting Wang, Shiyun Li and Chunye Zhu etc. Partners Michael HAN, WANG Jin, and Counsel Joy WONG and associate Jeanette ZHANG, each with Antitrust Group, and Partner Giant HU and associate Spencer ZHU, each with IP Group, also provided substantial support in this transaction.
On March 3 and February 28, 2025, ASMPT Limited (“ASMPT”, stock code 0522.HK), a company listed on the main board of the Hong Kong Stock Exchange, and Shenzhen Original Advanced Compounds Co., Ltd. (“Zhizheng”, stock code 603991.SH), a company listed on the main board of the Shanghai Stock Exchange, announced that Zhizheng intends to acquire 99.97% of the shares of Advanced Assembly Materials International Limited (“AAMI”) from 12 counterparties. Those counterparties include ASMPT’s wholly-owned subsidiary ASMPT Hong Kong Holding Limited. This acquisition will be achieved through asset swap, share issuance, and cash payment. Additionally, Zhizheng will dispose of 100% equity in its wholly-owned subsidiary Shanghai Original Advanced Compounds Co., Ltd., and raise supporting funds (“transaction”).
In this transaction, 100% of AAMI’s shares are priced at RMB 3.5037 billion. Among this, ASMPT’s wholly-owned subsidiary will sell its 49% stake in AAMI to Zhizheng for a total consideration of RMB 1.717 billion. Zhizheng will pay a cash consideration of approximately RMB 789 million and a share consideration of RMB 928 million (with an issue price of RMB 32 per share) to ASMPT’s wholly-owned subsidiary. After the transaction, ASMPT will hold at least 18% of Zhizheng’s shares. The specific disclosures regarding this transaction will be based on the announcements issued by ASMPT and Zhizheng. This transaction constitutes a material asset restructuring of Zhizheng, subject to the approval and filing procedures of the stock exchange and securities regulatory authorities.
This transaction constitutes a material asset restructuring of Zhizheng, subject to the approval and filing procedures of the stock exchange and securities regulatory authorities. The completion of the transaction is also subject to the satisfaction of conditions precedent provided in the transaction documents. This transaction aligns with China’s M&A policies to encourage transforming and upgrading new quality productive forces, strengthening the resilience and security of the semiconductor supply chain, and attracting more high-quality foreign investments into China’s A-share market for long-term investment.
This transaction marks the first foreign strategic investment involving cross-border share swap under the newly implemented Measures for the Administration of Strategic Investment in Listed Companies by Foreign Investors (2024).
Headquartered in Singapore, ASMPT is a global leader in semiconductor packaging equipment and the largest supplier of surface-mount technology solutions. ASMPT is the only company worldwide that provides high-quality solutions for all key steps in electronics manufacturing process, and offers solutions to a vast range of end-user devices, including electronics, mobile communications, computing, automotive, industrial, and LED (display).
AAMI is one of the top five global suppliers of lead frames. Initially part of ASMPT’s materials division, AAMI became a joint venture in 2020 with investments from ASMPT, Wise Road Capital, and other investors. AAMI specializes in the design, development, production, and sale of lead frames. It has manufacturing plants in Chuzhou (Anhui province), Shenzhen (Guangdong province), and Malaysia. AAMI has been deeply involved in the lead frame sector for over 40 years, with products widely used in industries such as automotive, computing, communications, and consumer semiconductors. It is a global leader in sales volume, product quality, and technology.
After acting as ASMPT’s PRC legal counsel and assisting ASMPT in converting AAMI into a joint venture with Wise Road Capital in 2020 in 2020, Fangda has continued to assist in the planning and advancing of the current transaction, including transaction design, regulatory compliance for HKEx-listed and A-share companies, and drafting and negotiating transaction documents. The transaction not only involved the material asset restructuring and asset swap of an A-share listed company but also involved cross-border M&A, cross-border share swap, foreign strategic investments, and other complex regulatory issues. The successful completion of this transaction will undoubtedly promote the cross-border integration and capital operations in China’s semiconductor industry.
The Fangda team was led by partners LUO Ke, Aaron CHEN and Edward BONG. Key team members included counsels Napoleon ZHAO, Johnny CHEN, LI Yanping and associate Alicia XU. Hong Kong Capital Markets partner Arnold PANG and Antitrust partner WANG Jin also provided their professional support on this project.
Fangda acted as PRC legal counsel for XtalPi Holdings Limited (“XtalPi”, HKEX: 2228) in its recent new shares placement, with the issuance of a total of 342 million new shares. The net proceeds from the placement were approximately HKD 2.088 billion (USD 268 million).
XtalPi is the first specialist technology listed company under Chapter 18C of the Hong Kong Listing Rules. Previously, Fangda acted as PRC counsel for XtalPi in its initial public offering on the Hong Kong Stock Exchange. Additionally, Fangda assisted XtalPi in completing its new shares placement of approximately HKD 1.13 billion (USD 145 million) in January 2025.
Over the past two months, market sentiment in the AI industry has reached unprecedented heights. The AI + biopharmaceuticals and AI + new materials sectors, where XtalPi mainly operates, have attracted widespread attention and support from investors. The Fangda team was once again comprehensively involved in the new shares placement for XtalPi, providing PRC legal advice and assisting in filing with the China Securities Regulatory Commission (CSRC). The team was led by partners Jeffrey Ding, Diana Li, and Chen Lu. Key team members included Shadow Ye, Grace Dai, and Jinger Ji.
Fangda advised Micro-Tech (Nanjing) Co., Ltd. (688029.SH, “Micro-Tech”) on its acquisition of 51% of the issued share capital of Creo Medical S.L.U. (“CME”) from Creo Medical Group plc (“Creo”), through Micro-Tech’s wholly owned subsidiary, Micro-Tech (NL) International B.V. The closing of this acquisition became effective retroactively as of February 12, 2025, upon Creo’s receipt of the purchase price in the amount of approximately 36.72 million euros on February 14, 2025.
Micro-Tech is a leading company in the field of minimally invasive diagnostics and treatment, primarily engaging in the research, development, manufacturing, and sales of minimally invasive medical devices. CME is a medical device distribution channel company based in Spain, with subsidiaries in multiple European countries. It focuses on the distribution of medical devices in the fields of gastroenterology, urology, respiratory medicine, and single-use endoscopy. CME, previously wholly owned by Creo, became a controlled subsidiary of Micro-Tech after the closing. This acquisition is expected to further enhance Micro-Tech’s product sales capabilities and market share in Europe.
The transaction involves multiple European jurisdictions, including Spain, France, Belgium, and Germany. Fangda, as the leading counsel, provided comprehensive legal services to Micro-Tech throughout the process of this transaction, including coordinating with legal counsel across multiple European jurisdictions for due diligence and foreign direct investment clearance, drafting and negotiating transaction documents, and assisting with the closing. The Fangda team was led by partners Sherry Xu and Diana Li. Team members included Frank Feng, Jiaye Zhu, Janet Song, Sherlyn Qu and Esther Rao.
Fangda acted as PRC legal counsel of XtalPi Holdings Limited (“XtalPi”, HKEX: 2228) in its recent new shares placement with the issuance of a total of 264 million new shares. The net proceeds from the placement was approximately HKD 1,130 million (USD 145 million), making it one of the largest new share placements in Hong Kong over the past year.
The Fangda team was comprehensively involved in the placement for XtalPi and assisted the company relating to filing procedures with the China Securities Regulatory Commission (CSRC). The team was led by partners Jeffrey Ding, Diana Li, and Chen Lu. Key team members included Shadow Ye, Grace Dai, and Jinger Ji.
XtalPi is the first specialist technology listed company under Chapter 18C of the Hong Kong Listing Rules. Fangda also acted as the PRC counsel of XtalPi for its initial public offering on the Hong Kong Stock Exchange.
Wingtech Communications Co., Ltd. (“Wingtech Communications”), one of the wholly-owned subsidiaries of Wingtech Technology Co., Ltd. (600745) and Luxshare Communication (Shanghai) Co., Ltd. (“Luxshare Communication”) entered into a share transfer agreement on January 23, 2025, pursuant to which, Wingtech Communications shall sell 100% of the equity interest in three wholly-owned subsidiaries related to its ODM business (collectively referred to as the “Target Companies”) to Luxshare Communication. The transfer price for the equity in the Target Companies is set at RMB 616 million, with the final price to be determined based on the audit and asset evaluation results. Additionally, Luxshare Communication shall cause the three Target Companies and their wholly-owned subsidiaries to settle payables to Wingtech Communications and its affiliates, estimated at RMB 1.0805 billion.
In December 2024, Wingtech Technology Co., Ltd. was placed on the U.S. Department of Commerce's Entity List. After assessing the actual impact of this event on its ODM business, Wingtech Communications entered into a letter of intent for sale with Luxshare Communication on December 31, 2024, regarding the transfer of the equity interest in nine subsidiaries and certain assets relating to the ODM business. After the consummation of this transaction, the relevant parties will continue to proceed with the contemplated transactions under the aforesaid letter of intent.
Fangda was the deal counsel to Wingtech Technology in this transaction, advised Wingtech Technology on drafting and negotiation of the transaction documents under an extremely tight timeline, and assisted in signing and closing of the transaction. The Fangda team was led by partner Norman Zhong, with key team members including partner Zhang Hao, and associates Wyatt Zhang, Li Jingyi, Cristy Du and Lynn Zhang. Partners Helen Fan and Eric Yan, as well as legal consultant Alexandra Lu also provided their support to this transaction.
Fangda represented EPI group (the “Seller”) in the sales of Bonpoint, a French luxury children’s cloth brand, to Youngor Fashion Co., Ltd.. Fangda acted as the Seller’s PRC counsel. The transaction was closed on January 9, 2025. The transaction value and financial terms are not publicly disclosed.
Fangda has provided comprehensive PRC law related services to the Seller in this transaction, and assisted in the closing of the transaction.
The Fangda team on this deal was led by our partners Norman Zhong and Eric Yan, and team members mainly include Jingyi Li and Sandra Zhao.
On January 13, 2025, Duality Biologics (Shanghai) Co., Ltd. (“DualityBio”), a client of Fangda, jointly announced a cooperation agreement (the “Agreement”) with Shenyang Sunshine Pharmaceutical Co., Ltd. (“Shenyang Sunshine”), a subsidiary of 3SBio Inc., for a HER2 ADC drug namely DB-1303. Under the Agreement, Shenyang Sunshine will obtain the right to commercialize the HER2 ADC drug namely DB-1303 developed by DualityBio for several indications in mainland China, Hong Kong and Macau. Shenyang Sunshine will pay Duality Biologics a non-refundable upfront of USD 25 million and up to USD 42 million as R&D milestone payments, as well as potential additional sales milestone payments. Meanwhile, Duality Biologics will continue to be responsible for the clinical development, registration and other works in the cooperation regions.
DB-1303 is a next-generation HER2 ADC molecule developed using DualityBio’s Proprietary DITAC platform, with a topoisomerase-1 inhibitor as the cytotoxic payload. HER2 (human epidermal growth factor receptor 2) is a protein expressed on the surface of solid tumors and is associated with aggressive tumor growth and metastasis. DB-1303 targets HER2 receptors and has the potential to kill tumor cells while also exhibiting a bystander killing effect. DB-1303 has shown promising efficacy and safety in patients with various advanced solid tumors, including breast and endometrial cancers. It is currently undergoing a global Phase I/II trial for patients with advanced/metastatic solid tumors and a pivotal Phase III trial for patients with hormone receptor-positive (HR+) and HER2-low expressing metastatic breast cancer. In China, DB-1303 is being studied in a pivotal Phase III trial for patients with HER2-positive unresectable/metastatic breast cancer. The drug has received Fast Track and Breakthrough Therapy designations from the U.S. FDA and Breakthrough Therapy designation from China’s CDE.
DualityBio is a clinical-stage company focused on developing the next-generation ADC therapeutics for patients with cancer and autoimmune diseases. The company has successfully established a number of next generation Antibody-Drug Conjugate (ADC) technology platforms with global intellectual property rights. Building upon deep understanding of disease biology and translational capability, DualityBio has advanced multiple clinical-stage assets into global multi-regional clinical trials across 17 countries, enrolling more than 1,500 patients. Additionally, DualityBio is continuing to develop its novel protein engineering and ADC technology platforms to create the next wave of “Super ADC” molecules including bispecific ADCs, novel MOA payload ADCs and autoimmune ADCs.
3SBio is a leading biopharmaceutical company engaged in the R&D, production, and sales of high-quality medicines aimed at improving patient quality of life and contributing to human health. The company holds over 100 national invention patents and has more than 40 marketed products covering nephrology, oncology, autoimmune diseases, ophthalmology, and dermatology. It operates the National Engineering Research Center for Antibody Drugs and four R&D centers across both biologics and chemical drug platforms, with 28 pipeline products, four production bases, and four CDMO bases.
The Fangda team provided comprehensive legal services to DualityBio in this transaction, including transaction structure design, transaction document preparation, and ancillary document negotiation, revision and finalization. The team was led by partner Josh SHIN, with support from partner Henry HE and counsel Bella WANG. Team members also included Jessica ZHUANG and Essie ZHAO.
On January 1, 2025, Alibaba Group Holding Limited (Alibaba) announced that its subsidiaries and an investment vehicle wholly-owned by New Retail Strategic Opportunities Fund, L.P. entered into a sale and purchase agreement with the relevant purchaser on December 31, 2024, to sell all their shares in Sun Art Retail Group Limited (Sun Art), representing approximately 78.70% of the total number of shares of Sun Art in issue as at the date of such announcement. As a result of the sale transaction, the sellers will be entitled to receive a maximum amount of approximately HK$13.138 billion.
Sun Art is a company with limited liability, whose shares are currently listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 6808). The principal businesses of Sun Art are the operation of brick-and-mortar stores and online sales channels, with a coverage of more than 200 cities nationwide and ownership of more than 120 properties in Mainland China.
Fangda as PRC counsel advised Alibaba on this sale transaction from a PRC law perspective. This follows another sale transaction represented by Fangda as Alibaba’s deal counsel whereby Alibaba sold Intime Retail in the past month. The Fangda M&A team was led by partner Norman Zhong, project team includes Zhang Hao (partner), Zhang Yixin and Crystal Liu; the Fangda antitrust team includes Caroline Huang (partner) and Carl An.
KraussMaffei Co., Ltd. (“KMCL”, Stock Code: 600579.SH) successfully completed a major asset disposal on December 31, 2024. In this transaction, KMCL’s indirect shareholder, China National Chemical Equipment (Hong Kong) Co., Ltd. (“CNCE HK”), converted its creditor’s right totally amounting EUR 477.7722 million against KMCL’s wholly owned subsidiary, China National Chemical Equipment (Luxembourg) S.à.r.l. (“CNCE Lux”), into shareholding in CNCE Lux. Upon consummation of the transaction, KMCL would cease to control CNCE Lux, and CNCE Lux would change from KMCL’s wholly-owned subsidiary into its participating subsidiary.
This transaction represents an important strategic measure for KMCL to optimize its asset structure and enhance its operational quality. It also marks the first major asset disposal in recent years in which the control in a wholly owned subsidiary is transferred and disposed via a debt-to-equity structure, which results in the carve-out of such wholly owned subsidiary from the transferor’s balance sheet. This transaction has involved multiple jurisdictions and featured a complex transaction structure.
Fangda comprehensively participated in the Transaction as KMCL’s PRC counsel and the overall lead counsel, and handled the transaction structuring, drafting and negotiation of transaction documents, PRC legal due diligence, coordination with legal counsels from multiple jurisdictions (including Luxembourg, Germany, France, Mexico, Slovakia and Delaware U.S.) for respective local due diligence, and assistance to KraussMaffei in connection with various approving procedures required for the Transaction (including the corresponding domestic approvals or filings in terms of SOE or from NDRC, and relevant overseas examinations and approvals). The Fangda team was led by partners Wang Yingjie and April Dong. Team members included Eunice Dai, Ed Zhang, and Zhang Xiu.
On December 17, 2024, AVATR announced the completion of its Series C financing, with the total investment amount exceeding RMB 11 billion. According to the public information, AVATR’s Series C financing is the largest equity financing for new energy vehicle brands in China in 2024. With the accomplishment of Series C financing, AVATR will have more adequate working capital to further accelerate its R&D, design, branding and overseas market expansion.
As an explorer in the new track of smart electric vehicles (“SEV”), AVATR is committed to building an international high-end SEV brand. Supported by Changan Automobile, Huawei, and CATL in vehicle R&D and intelligent manufacturing, intelligent vehicle solutions, and intelligent energy ecology, AVATR is making the most of the jointly built, featuring an all new SEV architecture with “a new architecture, strong computing power, and high-voltage charging capability”.
As a pioneering law firm for legal services in the new energy sector, Fangda continues to provide comprehensive and exceptional legal support to industry clients. The Fangda team provided comprehensive legal services to AVATR in this transaction, including participation in the design of the transaction structure, assisting with the negotiation, drafting, revision, and finalization of transaction documents, as well as supporting the closing and related matters. The Fangda team was led by partner Jeffrey Ding and partner Patrick Li.
Shanghai Baosteel Packaging Co., Ltd. (“Baosteel Packaging”, stock code: 601968.SH), a leading company in China specializing in the production of metal packaging for fast-moving consumer goods such as food and beverages, is a subsidiary of the China Baowu Steel Group Corporation Limited, a centrally administered state-owned enterprise. Baosteel Packaging’s main products include metal two-piece beverage cans and corresponding easy-open ends, printed tinplate products and new materials packaging. It is recognized as a leader and one of the standard-setters in high-end metal packaging for fast-moving consumer goods in China.
Baosteel Packaging successfully completed a private placement of A-shares (“the issuance”) on December 25, 2024, raising a total of RMB 698 million at an issue price of RMB 4.89 per share. The issuance attracted investment from several central and state-owned enterprise investors. The funds raised will be used for the construction of new smart manufacturing bases both domestically and internationally, as well as for supplementing working capital, which will help Baosteel Packaging seize key opportunities in the industry development, advance its development strategy for metal packaging layout, strengthen its collaboration with strategic customers, and consolidate and enhance its market position and competitiveness.
Fangda acted as Baosteel Packaging’s legal counsel throughout the entire private placement process. The team was led by partners Leo Lou and Yvette Liu. Team members included Cesar Chang, Cecilia Jiang, Li Menyuan, Hermila Zhang, and Cecilia Zhang.
Fangda has recently represented a number of international issuers on their issuances of RMB-denominated bonds (“Panda Bonds”) on the Chinese onshore market, including multiple firsts on the market. These transactions are expected to further diversify the Panda Bond market.
Christine CHEN | Helen ZHAO | YOU Siyu
First Panda Bond from South America and the First Green Bond from the Pulp and Paper Sector under the 2021 Green Bond Catalogue
Fangda advised Suzano S.A. (“Suzano”), the world’s largest market pulp producer from Brazil, on its debut Panda Bond offering in November 2024. Suzano successfully issued the RMB 1.2 billion, three-year green Panda Bond on the China Interbank Bond Market. The proceeds will be used offshore to fund the development and operation of eucalyptus forests plantation for commercial uses, including eucalyptus planting, land preparation and forest maintenance.
This Panda Bond issuance coincides with the 50th anniversary of the establishment of diplomatic relations between China and Brazil, marking the first Panda Bond issuance by a South American company. It is also the first green bond offering by a company in the pulp and paper sector on China’s bond market under the 2021 Green Bond Endorsed Projects Catalogue. The use of proceeds for the Bonds is in line with multiple green bond standards, including the PBOC and CSRC Guidelines for Green Bond Evaluation and Certification(for Interim Implementation), the NAFMII Guidelines for Green Debt Financing Instruments for Non-financial Enterprises, the Green Bond Endorsed Projects Catalogue (2021 Edition), the Guidance Catalogue of Green and Low-carbon Transformation Industries (2024 Edition), the Green Bond Principles (June 2021), the United Nations 2030 Agenda for Sustainable Development, and the China Green Bond Principles.
Headquartered in Brazil and with 100 years of experience, Suzano is the first global industrial-scale producer of eucalyptus pulp, as well as the world’s largest producer of market pulp. Its shares are traded on the special listing segment of the Brazilian stock exchange, Brasil, Bolsa, Balcão (Novo Mercado segment), and its American deposit shares are traded on the New York Stock Exchange.
Fangda, as Suzano's PRC legal advisor and the lead counsel for the transaction, played a key role in the registration of Suzano’s panda bond issuance program and the issuance of the Bonds. Fangda provided Suzano with comprehensive legal services, including, among others, advising on the deal structure and execution, as well as drafting disclosure and transaction documents.
First Financial Panda Bond Listed on the Singapore Exchange
Fangda advised United Overseas Bank Limited (“UOB”) on its offering of RMB 5 billion, three-year Panda Bond on China’s Interbank Bond Market in October 2024. This transaction set a new record for the largest issuance of three-year Panda Bonds by foreign financial institutions and the largest Panda Bond issuance by Southeast Asian issuers. The bonds are also the first Panda Bond listed on the Singapore Exchange.
UOB is a leading bank in Asia. Operating through its head office in Singapore and banking subsidiaries in China, Indonesia, Malaysia, Thailand and Vietnam, UOB has a global network of around 500 branches and offices in 19 countries and territories in Asia Pacific, Europe and North America.
Fangda acted as UOB’s PRC legal counsel and provided comprehensive PRC legal services to the issuer, including drafting most of the transaction and disclosure documents for the offering.
First Corporate Panda Bond Listed on the Singapore Exchange and the First Panda Bond Offering Utilizing the “First Come, First Serve” Pricing and Allocation Mechanism
Fangda advised BASF SE (“BASF”) on its debut Panda Bond offering in June 2024. The RMB 2 billion, three-year Panda Bond was offered on China’s Interbank Bond Market and listed on the Singapore Exchange, marking the first corporate Panda Bond of non-financial institution issuer listed on the Singapore Exchange. Additionally, certain innovative pricing and allocation mechanisms were introduced to this transaction under the pilot regime launched by the National Association of Financial Market Institutional Investors, including the flexible allocation for margin orders, “first come, first serve” allocation principle and subscription order transparency. These innovative pricing and allocation mechanisms are expected to facilitate market-driven pricing of Panda Bonds and the transparency in pricing.
BASF is a leading manufacturer of chemical products from Germany. Its portfolio comprises six segments, including Chemicals, Materials, Industrial Solutions, Surface Technology, Nutrition & Care and Agricultural Solutions. BASF shares are traded on the stock exchange in Frankfurt (BAS) and as American Depositary Receipts (BASFY) in the U.S.
Fangda, acting as BASF’s PRC legal advisor and the lead counsel for the transaction, played a key role in the registration of BASF’s Panda Bond issuance program and the debut issuance thereunder. Fangda provided BASF with comprehensive legal services, including, among others, advising on the deal structure and execution, drafting the disclosure and transaction documents, and assisting BASF on the determination of the pricing and allocation mechanisms. In addition, Fangda also acted as BASF’s listing agent for listing the bonds on the Singapore Exchange and secured the listing approval after extensive communications with the Singapore Exchange.
The First Multi-tranche Financial Panda Bond
Fangda advised Crédit Agricole S.A. (“Crédit Agricole”) on its issuance of RMB 4.5 billion dual-tranche Panda Bonds in July 2024: Tranche 1 with a three-year tenor and a principal amount of RMB 3.5 billion, and Tranche 2 with a five-year tenor and a principal amount of RMB 1 billion. This transaction marks the first dual- tranche Panda Bond issued by a financial institution and the largest Panda Bond issuance by a global systemically important bank or a European bank as of the date of issuance.
Crédit Agricole offered its first Panda Bond in 2019, being the first global systemically important bank from Europe to tap the Panda Bond market. Crédit Agricole has issued Panda Bonds in an aggregate principal amount of RMB 13 billion, having contributed to the opening up and diversification of China’s bond market.
Fangda has represented Crédit Agricole on all of its Panda Bond offerings since 2019. In this transaction, Fangda acted as the PRC legal counsel to the issuer and lead counsel for the transaction, and provided comprehensive PRC legal services to the issuer, including drafting all transaction and disclosure documents and actively participating in the deal execution process.
First “Dual Upgrade” Themed Panda Bond
Fangda advised Zhongsheng Group Holdings Limited (“Zhongsheng”), a leading national automobile dealership group in China, on its issuance of RMB 1.5 billion, three-year Panda Bond in August 2024. The proceeds will be used for projects in the “Dual Upgrade” area (i.e. upgrade of large-scale equipment and consumer goods), including the purchase of used cars. This offering responds to the Chinese government’s focus on the four action areas of “equipment upgrading, consumer goods replacement, recycling and standard raising”, and is the first Panda Bond to be issued under the “Dual Upgrade” theme. Part of the proceeds will be used to fund the development of Zhongsheng’s used car dealing business.
Zhongsheng is one of the leading automobile dealership groups in China, with a large number of 4S dealership stores across 25 provinces and regions and 110 cities. Fangda, as Zhongsheng’s PRC legal counsel for the transaction, provided comprehensive PRC legal services for the registration Zhongsheng’s Panda Bond program and its debut issuance thereunder.
Other Panda Bond Issuances
Fangda’s cross-border debt capital markets team has completed 15 Panda Bond transactions this year, maintaining a leading position on the Panda Bond market. In almost all of these transactions, Fangda acted as the issuer’s PRC legal counsel and lead transaction counsel.
Additional Panda Bond offerings Fangda advised on in 2024 include:
- Two sustainable Panda Bond offerings by Asian Infrastructure Investment Bank with an aggregate principal amount of RMB 6 billion;
- Two Panda Bond offerings by Deutsche Bank with an aggregate principal amount of RMB 6 billion;
- Offering by BMW Group of its RMB 2 billion commercial paper, RMB 3.5 billion dual-tranche medium-term notes and RMB 1.5 billion three-year medium-term notes;
- Offering by Volkswagen Group of its RMB 1.5 billion medium-term notes;
- Offering by CSSC (Hong Kong) Shipping of its RMB 800 million medium-term notes.
On December 19, 2024, Shanghai Henlius Biotech, Inc. (“Henlius”, 2696.HK), a client of Fangda, announced a collaboration and license agreement with Palleon Pharmaceuticals (“Palleon”) to develop and commercialize Palleon’s first-in-class human sialidase enzyme therapeutic, E-602, in combination with Henlius’ self-developed HANLIKANG (rituximab) in patients with autoimmune diseases, including lupus nephritis (LN). E-602 is a first-in-class human sialidase enzyme therapeutic developed from Palleon’s EAGLE glycan editing platform. HANLIKANG (rituximab) is the first-ever biosimilar developed and approved in China. Palleon and Henlius will evaluate Palleon’s E-602 in combination with Henlius’ rituximab HANLIKANG in clinical studies for autoimmune diseases.
Under the terms of the agreement, Henlius received an exclusive China license to Palleon’s E-602. Palleon is eligible to receive up to $95.3 million in certain predetermined development and commercial milestones, in addition to royalties upon E-602 commercialization in China. Henlius shall perform and fund E-602 development in China in combination with HANLIKANG for the treatment of lupus nephritis. This partnership expands upon Palleon and Henlius’ ongoing collaboration in oncology formed in June 2022 to co-develop targeted sialidase therapies in cancer.
Henlius (2696.HK) is a global biopharmaceutical company with the vision to offer high-quality, affordable and innovative biologic medicines for patients worldwide with a focus on oncology, autoimmune diseases and ophthalmic diseases. Up to date, 6 products have been launched in China, 3 have been approved for marketing in overseas markets, 25 indications are approved worldwide, and 4 marketing applications have been accepted for review in China, the U.S. and the EU, respectively.
Palleon Pharmaceuticals is the leading biotechnology company developing drugs that harness glyco-immunology to treat cancer and autoimmune diseases. The company’s proprietary platforms enable new target discovery, patient selection, and the development of novel therapeutics for devastating diseases characterized by immune system dysfunction. The groundbreaking discoveries of Palleon Co-Founder and Nobel laureate Carolyn Bertozzi enabled development of the company’s glycan editing therapeutic platform.
The Fangda team provided comprehensive legal services to Henlius in this transaction, including transaction structures design, transaction documents negotiations, revisions and finalizations. The team was led by partner Josh SHIN, with support from partner Henry HE and counsel Bella Wang. Team members also included LIANG Xiaoyan.
Fangda represented Alibaba Group Holding Limited (“Alibaba”) as its primary deal counsel as well as its PRC and Hong Kong local law counsels for the sale of 100% equity interest in Intime (one of the leading department store operators in the PRC) by Alibaba and a minority shareholder to a consortium of purchasers comprising Youngor Group and members of Intime’s management team (the “Intime Sale”). Alibaba currently holds approximately 99% of the equity interest in Intime. The expected gross proceeds to Alibaba from the Intime Sale is approximately RMB7.4 billion. This transaction was signed on December 17, 2024 and the completion is subject to PRC merger control clearance and other customary closing conditions.
Fangda has provided comprehensive one-stop legal services to Alibaba in this transaction, including participation in the design of the transaction structure, sell side due diligence, assisting with the negotiation, drafting, revision, and finalization of transaction documents, as well as supporting the completion and related matters.
The Fangda team is led by Norman Zhong, with support from partners Helen Fan and Samuel Xie. The corporate team based in Shanghai and Hong Kong includes Yixin Zhang, Joyce Pei, Wyatt Zhang, Jingyi Li, Crystal Liu and Ellison Ma. Jeffrey Ding (partner, capital markets), Caroline Huang (partner, antitrust), Zhang Hao (partner, M&A) and Ray Xu (counsel, corporate) also provided support to this project.The H-share listed company iMotion Automotive Technology (Suzhou) Co., Ltd. (“Company” or “iMotion Technology”) successfully completed an issuance of 4,427,000 shares on the Main Board of The Stock Exchange of Hong Kong Limited (HKEX) on December 2, 2024, with proceeds primarily allocated for enhancing R&D for advanced intelligent driving and automated driving and for cockpit integrated solutions and products.
iMotion Technology focuses on the mass-market implementation of advanced driver assistance systems (ADAS). With cutting-edge autonomous driving algorithms, exceptional hardware-software integration capabilities, and extensive engineering expertise, the Company builds core technological advantages to deliver accessible, high-value intelligent mobility solutions. As a pioneering law firm for legal services in the new energy sector, Fangda Partners continues to provide comprehensive and exceptional legal support to industry clients, including new energy vehicles (NEV) manufacturers, battery producers, autonomous driving hardware makers and service providers, and supply chain players. Fangda Partners has helped iMotion Technology and other Chinese enterprises achieve key milestones and long-term business goals, witnessing their significant achievements in capital markets and becoming a loyal partner in their development. Fangda Partners acted as the PRC legal counsel to the placing agent, providing comprehensive legal services for the transaction, including the filing with the China Securities Regulatory Commission. The Fangda team was led by partners Jeffrey Ding and Brian Liu. Team members included Shi Shengjie, Jacky Yang, Jasper Gao, and Kerry Huang.Fangda Partners is pleased to announce that the firm has officially participated in the Science Based Targets initiative (SBTi) and has committed to set near-term firm-wide targets in line with climate science. This positions Fangda as the first Chinese law firm to commit to the SBTi by following the corporate validation route, marking a significant milestone on its path toward sustainable development
Michael HAN, Chairman of the Management Committee of Fangda Partners, says, “As a fullservice Chinese law firm, Fangda places great importance on environmental, social and governance (ESG), viewing ESG as core drivers of our long-term growth. Our decision to join SBTi aligns with China’s strategic initiatives on carbon peaking and carbon neutrality. This reflects our commitment to green and sustainable development and represents Fangda’s steadfast commitment to respond to climate change alongside our clients.”
Fangda has implemented various measures to support emissions reduction and enhance sustainability, including encouraging green lifestyles and office practices among employees, promoting green public welfare activities, prioritizing environmentally friendly buildings and workspaces, and actively participating in the EcoVadis Ratings and others. While setting a sciencebased target, Fangda plans to further refine its focus on key emissions reduction initiatives, adopting practical steps to lead the Chinese legal services industry toward low-carbon development.
Fangda aims to set near-term science-based targets and submits them to the SBTi for validation by the end of 2025.
Founded in 2015 by the World Wide Fund for Nature (WWF), CDP, World Resources Institute (WRI), and the United Nations Global Compact, SBTi is a global initiative that helps companies establish science-based emissions reduction targets aligned with 1.5°C decarbonization pathways. It strives to make setting science-based emissions reduction targets a world-wide standard business practice.
Alibaba Group Holding Limited (“Alibaba”) successfully completed the concurrent offering of USD 5 billion in principal amount of senior unsecured notes, denominated in both USD and RMB. The issuance included USD 2.65 billion aggregate principal amount of USD-denominated senior unsecured notes (issued on November 26, 2024), and RMB 17 billion aggregate principal amount of RMB-denominated senior unsecured notes (issued on November 28, 2024).
Fangda Partners acted as Alibaba’s PRC legal counsel, providing comprehensive legal services for the transaction.
The Fangda team was led by partners Jeffery Ding and Brian Liu. Team members included counsels Travis Xu and Cassie Chang, and associates Willa Fang, Arial Yuan and Lewis Liu.
Airport Authority Hong Kong (AAHK) recently signed the definitive transaction agreement with Zhuhai Transportation Holdings Group and other parties to acquire a stake in Zhuhai Airport. Under the agreement, AAHK will invest approximately CNY 4.3 billion to acquire a 35% stake in Zhuhai Airport. Fangda Partners acted as legal counsel to AAHK and provided comprehensive legal services throughout the transaction.
In furtherance to the collaboration between Hong Kong International Airport and Zhuhai Airport since 2006, this transaction represents a significant deepening of the cooperation between the two airports. It will enhance the development of a world-class airport cluster in the Greater Bay Area and the region’s aviation industry. The transaction also exemplifies the integration of Guangdong Province and Hong Kong SAR under the “One Country, Two Systems” framework. Additionally, as part of this deal, Hong Kong-Zhuhai Airport Management Company Limited, a subsidiary of AAHK, will extend its management rights to operate and manage Zhuhai Airport until 2046.
This transaction marks a significant milestone as one of the most notable foreign investments in mainland China’s civil airports over the past decade since the opening of the civil aviation sector to foreign capital. It encompasses various complex elements including state-owned property transactions, asset restructuring, foreign investment, and civil aviation regulation, setting a valuable precedent for similar transactions in the future. Fangda’s extensive legal experience in foreign investment, cross-border M&A, infrastructure, and civil aviation, along with efficient and seamless collaboration across practice teams, ensured the successful execution of the transaction.
The Fangda team was led by projects partner Joe Zhou, with key members including counsel Helen Huang and associates Neal Yang and Emma Zhao. Significant legal support was also provided by M&A partner Susie Shi and associate Leon Lv; Real Estate partner Wendy Wang and associates Gray Hu, Erika Wang, and Charlene Huang; and Antitrust partner Wang Jin, counsel Joy Wong and associate Jeanette Zhang.
Zai Lab Limited is a patient-focused, innovative, commercial-stage, global biopharmaceutical company. It is listed on both the Nasdaq Global Market in the United States and the Main Board of the Stock Exchange of Hong Kong Limited (Nasdaq: ZLAB; HKEX: 9688).
On November 19, 2024, Zai Lab completed a follow-on offering of 9,019,607 American Depositary Shares, including the ADSs offered upon the full exercise of the underwriters’ over-allotment option, on the Nasdaq Global Market, raising total gross proceeds of approximately USD 230 million. The proceeds will primarily be used to supplement funding for Zai Lab’s business and operations.
Fangda acted as Zai Lab’s PRC legal counsel, fully participated in the overseas follow-on offering transaction and assisted Zai Lab in its filings with the China Securities Regulatory Commission. The team was led by partners Jeffrey Ding and Yvette Liu. Team members included Travis Xu, Li Menyuan and Zheng Chunyuan.
Jiangsu Lopal Tech. Co., Ltd. (“Lopal Tech”, stock code: 2465.HK), an A-share listed company, successfully completed its listing on the Main Board of the Hong Kong Stock Exchange on October 30, 2024. In this H-share listing, Lopal Tech issued 100 million shares at an offering price of HKD 5.5 per share, raising approximately HKD 550 million. As part of the transaction, Lopal Tech introduced Harvest International Premium Value (Secondary Market) Fund SPC, acting on behalf of and for the account of Harvest Oriental SP, as a cornerstone investor with a total investment of HKD 110 million.
Founded in 2003, Lopal Tech is one of the world's major Lithium Iron Phosphate (LFP) cathode material manufacturers and one of mainland China's renowned automotive specialty chemical manufacturers. The company holds major market positions in the LFP cathode material industry and multiple sub-segments of the automotive specialty chemical industry. According to the industry consultant Frost & Sullivan's report, in terms of sales volume in 2023, Lopal Tech is: the fourth largest LFP cathode material manufacturer in China and the world, with a global market share of 6.5%; the third largest diesel exhaust fluid manufacturer in mainland China, with a market share of 9.1%; and the third largest coolant manufacturer in mainland China, with a market share of 5.8%. The funds raised from this listing are expected to be partially used for expenses for the second phase of its Indonesia plant, for the new lithium-ion manganese iron phosphate (LMFP) production lines at its Xiangyang Plant in Hubei Province, and for other purposes.
Fangda Partners acted as the Hong Kong legal counsel to the joint sponsors and underwriters. Guotai Junan Capital Limited and Halcyon Capital Limited acted as joint sponsors. Guotai Junan Securities (Hong Kong) Limited, Halcyon Securities Limited and ICBC International Securities Limited acted as overall coordinators and joint global coordinators. Fangda is committed to advancing with TMT companies, witnessing their significant achievements in capital markets and becoming a loyal partner in their development, as well as fully collaborating with sponsor partners on every Hong Kong listing transaction.
Fangda’s Hong Kong team was led by partner Arnold PANG. Team members included associates Gloria IP, Evey FAN and Simon XU.
Akeso, Inc. (“Akeso”) is a biopharmaceutical company dedicated to the research, development, manufacture and commercialization of innovative and affordable antibody drugs for patients worldwide. Akeso was listed on the Main Board of the Hong Kong Stock Exchange (HKEX) on April 24, 2020, with the stock code “09926.” Starting in early 2024, Akeso completed two share issuances on the HKEX to expand its shareholder and capital base, strengthen its financial position, and further promote its business development.
In addition to issuing 24,800,000 shares on the HKEX in March 2024, Akeso completed another issuance of 31,700,000 shares on the HKEX in October 2024, accounting for 3.53% of Akeso's total issued shares after the completion of the issuance. The total proceeds from this issuance are approximately HKD 1,942.58 million, which will mainly be used for the global and the China clinical development of Akseo's core products, the development of other clinical pipeline products in oncology and immunology, and the commercialization of existing approved products, as well as for general corporate purposes. On October 15, 2024, Akeso received approval from the HKEX for the listing of the 31,700,000 newly issued shares.
Fangda Partners acted as Akeso’s PRC legal counsel and participated throughout the entire process of the overseas share issuance, including by assisting Akeso in completing the filing procedures with the China Securities Regulatory Commission. The Fangda team was led by partners Jeffrey DING and Yvette LIU. Team members included counsels HU Shuwen and FANG Yuan, as well as associate ZHENG Chunyuan.
On October 23, 2024, ASMPT Limited ("ASMPT", stock code 0522.HK), a company listed on the main board of the Hong Kong Stock Exchange, and Shenzhen Original Advanced Compounds Co., Ltd. ("Zhizheng", stock code 603991.SH), a company listed on the main board of the Shanghai Stock Exchange, announced that Zhizheng intends to acquire 99.97% of the shares of Advanced Assembly Materials International Limited (“AAMI”) from 14 counterparties. Those counterparties include ASMPT’s wholly-owned subsidiary ASMPT Hong Kong Holding Limited. This acquisition will be achieved through asset swap, share issuance, and cash payment. Additionally, Zhizheng will dispose of 100% equity in its wholly-owned subsidiary Shanghai Original Advanced Compounds Co., Ltd., and raise supporting funds (“transaction”).
In this transaction, ASMPT’s wholly-owned subsidiary will sell its 49% stake in AAMI to Zhizheng. Zhizheng will pay share and cash consideration to ASMPT’s subsidiary. After the transaction, ASMPT will hold at least 20% of Zhizheng’s shares. The specific disclosures regarding this transaction will be based on the announcements issued by ASMPT and Zhizheng. This transaction constitutes a material asset restructuring of Zhizheng, subject to the approval and filing procedures of the stock exchange and securities regulatory authorities. The completion of the transaction is also subject to the satisfaction of conditions precedent provided in the transaction documents. This transaction aligns with China’s M&A policies to encourage transforming and upgrading new quality productive forces, strengthening the resilience and security of the semiconductor supply chain, and attracting more high-quality foreign investments into China’s A-share market for long-term investment.
Headquartered in Singapore, ASMPT is a global leader in semiconductor packaging equipment and the largest supplier of surface-mount technology solutions. ASMPT is the only company worldwide that provides high-quality solutions for all key steps in electronics manufacturing process, and offers solutions to a vast range of end-user devices, including electronics, mobile communications, computing, automotive, industrial, and LED (display).
AAMI is one of the top five global suppliers of lead frames. Initially part of ASMPT’s materials division, AAMI became a joint venture in 2020 with investments from ASMPT, Wise Road Capital, and other investors. AAMI specializes in the design, development, production, and sale of lead frames. It has manufacturing plants in Chuzhou (Anhui province), Shenzhen (Guangdong province), and Malaysia. AAMI has been deeply involved in the lead frame sector for over 40 years, with products widely used in industries such as automotive, computing, communications, and consumer semiconductors. It is a global leader in sales volume, product quality, and technology.
After acting as ASMPT’s PRC legal counsel and assisting ASMPT in converting AAMI into a joint venture in 2020, Fangda has continued to assist in the planning and advancing of the current transaction, including transaction design, regulatory compliance for HKEx-listed and A-share companies, and drafting and negotiating transaction documents. The transaction not only involved the material asset restructuring and asset swap of an A-share listed company but also involved cross-border M&A, cross-border share swap, foreign strategic investments, and other complex regulatory issues. The successful completion of this transaction will undoubtedly promote the cross-border integration and capital operations in China’s semiconductor industry.
The Fangda team was led by partners LUO Ke and Aaron CHEN. Key team members included counsels Napoleon ZHAO and Johnny CHEN, as well as associate Alicia XU.
On October 21, 2024, WuXi AppTec (HongKong) Limited, a wholly-owned subsidiary of WuXi AppTec Co., Ltd. (603259.SH/2359.HK, “WuXi AppTec”) successfully completed the issue of US$500 million zero coupon guaranteed convertible bonds due 2025 (the “Bonds”). The Bonds are guaranteed by WuXi AppTec and are convertible into fully paid ordinary H-shares of WuXi AppTec of par value of RMB1.00 per share. The net proceeds from the subscription of the Bonds, after the deduction of fees, commissions and expenses payable, will be approximately U.S.$494.4 million, and will be utilized in the following manner: (a) approximately 70% will be used for global expansion; (b) approximately 20% will be used for refinancing indebtedness; and (c) approximately 10% will be used for general corporate purposes. The listing of and permission to deal in the Bonds on the Hong Kong Stock Exchange became effective on October 22, 2024.
Fangda Partners acted as the PRC legal advisor to WuXi AppTec and provided comprehensive legal services to the transaction.
On 29 September 2024, CSPC Pharmaceutical Group Limited (1093.HK, “CSPC”) announced that, Shanghai JMT-BIO Technology Co., Ltd (“JMT-BIO”), a wholly-owned subsidiary of CSPC, has entered into an exclusive license agreement (the “Agreement”) with Jiangsu Alphamab Biopharmaceuticals Co., Ltd. (“Jiangsu Alphamab”) to develop, sell, offer for sale and commercialize JSKN003 (a biparatopic HER2-targeting antibody-drug conjugate (“ADC”)) (the “Product”), for the treatment of tumor-related indications (the “Field”) in mainland China (excluding Hong Kong, Macau or Taiwan) (the “Territory”).
According to the terms of the Agreement, JMT-BIO will obtain the exclusive license and sublicense rights (the “License”) to develop, sell, offer for sale and commercialize the Product, bear all costs associated with the clinical development activities and become the sole marketing authorization holder (MAH) for the Product for the Field in the Territory.
As consideration for the License, JMT-BIO agreed to pay Jiangsu Alphamab an upfront payment of RMB400 million and development and regulatory milestone payments of up to RMB830 million, subject to the development progress of the Product in the Territory. JMT-BIO also agreed to pay Jiangsu Alphamab potential sales milestone payments of up to RMB1.85 billion, and tiered royalties of double-digit percentage based on net sales of the Product for the Field in the Territory.
The Product, JSKN003, is a biparatopic HER2-targeting ADC, of which a topoisomerase I inhibitor is linked to the N-glycosylation site of the antibody KN026 (a recombinant humanized antiHER2 bispecific antibody) via the glycosite-specific conjugation. The click reaction-based conjugation confers better serum stability than maleimide-Michael reaction-based conjugation. The biparatopic HER2 targeting enables the Product to have a stronger internalization induction and bystander killing effect, leading to potent anti-tumor activity in HER2 expression tumors. Currently, a phase I clinical study in Australia, phase I/II and phase III clinical studies in China of JSKN003 are undergoing.
The Fangda team provided comprehensive legal services to CSPC. The team was led by Corporate partners Josh SHIN and Henry HE in transaction structures design, transaction documents negotiations and revisions. Team members included counsel Muriel HE, associates Audrey LUO, Xiaoyan LIANG and Essie ZHAO.
On September 26, 2024, TCL Technology Group Corporation ("TCL Technology," stock code: 000100.SZ) and LG Display Co., Ltd. ("LGD," NYSE: LPL; KRX: 034220) announced that, TCL Technology’s subsidiary, TCL China Star Optoelectronics Technology Co., Ltd. ("TCL CSOT"), intends to acquire an 80% stake in LG Display (China) Co., Ltd., and a 100% stake in LG Display (Guangzhou) Co., Ltd., and related technology and support services essential for operations from LGD.
The base purchase price for the acquisition is CNY10.8 billion, subject to adjustments. The formal agreement has been signed, and the transaction closing is contingent upon the fulfillment of certain conditions precedent. The deal is expected to close in the first quarter of 2025.
This significant transaction marks a milestone in the development of the global LCD panel market by Chinese display companies. It also represents a key industry acquisition between a Chinese high-tech manufacturing giant and a global multinational enterprise amidst the global supply chain transformation in manufacturing. The acquisition will enable TCL CSOT to leverage economies of scale and industry synergies. After the acquisition, LG Display (China) Co., Ltd. and TCL CSOT's T9 production line, both located in Guangzhou, will form a "Twin Star" factory setup. This setup will help optimize resource allocation, reduce operational costs, improve efficiency, enhance production line competitiveness, and boost the company's long-term profitability.
Fangda acted as both the lead counsel and the transaction legal counsel for TCL CSOT, providing comprehensive transactional services and legal advice. The transaction was jointly supported by Fangda’s Shenzhen office and its Hong Kong office in the Greater Bay Area, as well as the Shanghai office and the Beijing office. Fangda’s integrated approach ensured the efficient execution and progression of the deal.
The acquisition was led by corporate partner Qiang Ma. Key Corporate team members included counsels Haipan Hu associate Claire Li and others . The Antitrust team, led by partners Michael Han and Jin Wang, handled the multijurisdictional merger control filings. Key Antitrust team members included counsel Joy Wong and associates Derek Liu and Jeanette Zhang. Dispute Resolution partners Daniel Huang and Zhou Chen provided crucial legal support as well.
In recent years, Fangda’s Greater Bay Area corporate team has been committed to assisting leading industrial clients in executing various key M&A transactions. This acquisition represents another major transaction in the high-end manufacturing sector that Fangda has facilitated between 2023 and 2024.
The Ministry of Finance of the People’s Republic of China (the “MOF”), representing the Central People's Government of the People’s Republic of China, successfully issued €2 billion sovereign bonds (the “Bonds”) in Paris, France on September 25, 2024. Fangda Partners acted as the PRC legal counsel to the Joint Lead Managers in issuance of the Bonds. The Bonds included €1.25 billion 3-year bonds and €750 million 7-year bonds, with a total subscription amount of €16.2 billion, 8.1 times the issuance size. The Bonds will be listed on both the Hong Kong Stock Exchange and the Euronext Paris.
This year marks the 60th anniversary of the establishment of diplomatic relations between China and France. The Bonds is the second Chinese sovereign bond to be priced in France and listed on the Euronext Paris since 2019 and will also be listed on the Hong Kong Stock Exchange this time. Moreover, the Bonds is the first foreign currency-denominated sovereign bond issued by the MOF after 2021.
The Joint Lead Managers for the Bonds included Bank of China Limited, Bank of Communications Co., Ltd. Hong Kong Branch, Agricultural Bank of China Limited Hong Kong Branch, Merrill Lynch (Asia Pacific) Limited, China Construction Bank (Asia) Corporation Limited, China International Capital Corporation Hong Kong Securities Limited, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG, London Branch, Goldman Sachs (Asia) L.L.C., The Hongkong and Shanghai Banking Corporation Limited, ICBC International Securities Limited, J.P. Morgan Securities plc, Société Générale, Standard Chartered Bank (Hong Kong) Limited, and UBS AG Hong Kong Branch.
Since 2015, Fangda Partners has been the only PRC legal team involved in the MOF's sovereign bond projects, providing professional, high-quality and efficient legal services for sovereign bond issuances by the MOF to international investors for years.
The Fangda team for this project was led by partners JIANG Xueyan and HUO Wanhua. Key team members included HU Yanhui and Ellyn AI.
Shanghai Bao Pharmaceuticals Co., Ltd. (“Bao Pharma”) and its wholly-owned subsidiary Suzhou Centergene Pharmaceuticals Co., Ltd. (“Centergene”) have entered into license and supply agreements with Organon China, a healthcare company with a focus on women’s health, for innovative investigational asset in assisted reproductive technology (ART) SJ02 on September 12, 2024. Organon China will acquire the exclusive commercialization rights of SJ02 in China Mainland.
SJ02, developed by Centergene, a wholly-owned subsidiary of Bao Pharma, is a long-acting recombinant human follicle-stimulating hormone carboxyl-terminal peptide fusion protein (FSH-CTP) designed for controlled ovarian stimulation (COS) in combination with a gonadotropin-releasing hormone (GnRH) antagonist to facilitate the development of multiple follicles in women undergoing assisted reproductive technology (ART) programs.
Positioned to potentially become the first long-acting FSH available in China, SJ02 is currently under review by China’s regulatory agency. The current COS regimen in ART requires daily FSH injections until the day of hCG administration. SJ02 is designed to initiate and maintain follicular growth in the ovaries for one week. If approved, a single-dose injection of SJ02 has the potential to offer an alternative to the current treatment regimen.
According to the terms of the agreement, Bao Pharma and its wholly-owned subsidiary Centergene will receive a USD12 million upfront payment with additional development and commercial milestone payments.
The Fangda team provided comprehensive legal services to Bao Pharma and Centergene. The team was led by Corporate partners Josh SHIN and Henry HE in transaction structures design, transaction documents negotiations and revisions. Team members included counsel Bella WANG, associates Audrey LUO and Essie ZHAO
Kyowa Kirin, a global leading R&D company for innovative drugs, announced on August 1, 2024, that it has reached a series of asset restructuring arrangements with Winhealth. Under the terms of the agreement with WinHealth, Kyowa Kirin China Pharmaceutical Co., Ltd., including its five established brands in China, will be transferred to a special-purpose company that will inherit them under Winhealth at a transfer price of up to RMB 720 million. Additionally, Kyowa Kirin has entered into a promotion and distribution agreement with WinHealth for commercial rights to Kyowa Kirin’s global products (CRYSViTA® and POTELIGEO®). The equity transfer under this transaction is expected to be completed by September 30, 2024.
Fangda acted as Kyowa Kirin’s legal counsel in the transaction, leveraging our extensive experience in equity acquisitions, asset spin-offs, pipeline licensing, and commercial partnership transactions within the life sciences and healthcare industry, as well as leveraging our multilingual capabilities to efficiently communicate with all transaction parties in Japanese, English, and Chinese. We fully participated in the drafting, revision, and negotiation of all transaction documents, providing Kyowa Kirin with comprehensive one-stop, high-quality legal services.
Kyowa Kirin aims to discover novel medicines with life-changing value. As a Japan-based Global Specialty Pharmaceutical Company, Kyowa Kirin has invested in drug discovery and biotechnology innovation for more than 70 years and is currently working to engineer the next generation of antibodies and cell and gene therapies with the potential to help patients affected by a severe or rare disease. Kyowa Kirin’s commitment to its values, to its sustainable growth, and to its helping people smile unites it across four regions — Japan, Asia Pacific, North America, and EMEA/International.
Hong Kong Winhealth Pharma Group is a leading biopharmaceutical company based in Hong Kong, with commercial operations across the Greater China Area and an expanding regional footprint in Asia and Europe. Specializing in the commercialization of innovative medicines, the company is dedicated to delivering breakthrough therapies for patients with cardio-renal, gastrointestinal, respiratory and anti-infectious and rare diseases, as well as other unmet and severely underserved medical needs.
The Fangda team was led by Corporate partners Haiping Sun and Chen Lu, with Life Sciences & Healthcare partners Josh Shin and Henry He providing support for the drafting, revision, and negotiation of the license agreement and related ancillary agreements. Team members included counsel Echo Qin and associates Jiali Yang, Elisa Liu, Jinjin Lu and Yixin Li.
Leading Chinese smart EV company XPeng Inc. and global leading automobile manufacturer Volkswagen Group jointly announced on July 22, 2024 that, further to the framework agreement on technical collaboration with respect to electrical/electronic architecture (“E/E Architecture”) dated April 17, 2024, XPENG and the Volkswagen Group have entered into a Master Agreement on E/E Collaboration (the “Master Agreement”).
Under the E/E Architecture technical collaboration, XPeng and the Volkswagen Group will jointly develop industry-leading E/E Architecture for all locally produced vehicles, based on Volkswagen’s China Main Platform (CMP) and Modular Electric Drive Matrix (MEB) platform. The close technical collaboration enables the first vehicle equipped with the jointly developed E/E Architecture to SOP within approximately 24 months.
Under the Master Agreement, XPeng and Volkswagen Group will actively explore further collaboration opportunities to expand the scope of the usage of the jointly developed E/E Architecture.
This marks the third time that Fangda has represented XPeng in important strategic partnership projects, following the 2023 strategic cooperation between XPeng and Volkswagen Group to jointly develop Volkswagen-branded B-class new energy vehicles and the issuance of shares to Volkswagen, as well as representing XPeng in acquiring Didi's smart EV business by issuance of shares to Didi.
Fangda Partners acted as XPeng’s transaction counsel in the deal. The Fangda team was led by Corporate partner Norman ZHONG and IP partner Claudia YUN, and the team members included counsels Yixin ZHANG, Jason XU, Qian GUAN and associate Kyle LIU, etc.
Fangda is acting as the PRC mainland and Hong Kong legal counsel of Johnson Controls International plc (NYSE: JCI, “Johnson Controls”) in connection with its announced agreement to sell its Residential and Light Commercial HVAC business to the Bosch Group in an all-cash transaction valued at $8.1 billion. The transaction is announced on July 23, 2024, and expected to close in approximately 12 months, subject to required regulatory approvals and other customary closing conditions.
Johnson Controls is a global leader in smart, healthy and sustainable buildings. With a team of 100,000 experts in more than 150 countries, Johnson Controls offers the world’s largest portfolio of building technology and software as well as service solutions from some of the most trusted names in the industry.
The Fangda team includes Jeffrey Ding, Tess Lin, Jiaxing Mao and Rong Jin (M&A - Beijing), and Tianyi Chen, Joe Scheu, Joshua Hu and Michael Gu (M&A - Hong Kong).
Envision Group, one of the "2024 TIME100 Most Influential Companies" and a long-term client of Fangda, announced on July 16, 2024, that it has launched a strategic joint venture with Saudi Arabia's Public Investment Fund (PIF) and Vision Industries. The collaboration will support Saudi Arabia's goal of localizing 75% of renewable energy components by 2030, in line with the Saudi Ministry of Energy's National Renewable Energy Program.
Envision Group has topped the wind power order intake for consecutive years, making it a key player in the worldwide energy transition. With a mission of "solving the challenges for a sustainable future", Envision Group continuously reduces the production, storage, and synergy costs of renewable energy through technological innovation and encompasses smart wind power, energy storage systems, and green hydrogen solutions that address the challenges of climate change. By unveiling this a strategic joint venture with PIF and Vision Industries, Envision Group aims to accelerate wind power growth throughout the Middle East and to drive the region towards a cleaner, more sustainable future.
Representing Envision Group as its sole deal counsel in this transaction, Fangda Partners has once again demonstrated its expertise in the most complex of cross-border mergers and acquisitions, intellectual property transactions, and new energy deals. Fangda team members from multiple offices, including Shanghai, Hong Kong, and Shenzhen, closely collaborated together to provide Envision Group with professional services and legal advice throughout the transaction management, document drafting and transaction negotiation processes. The Fangda team, led by partners Norman ZHONG, Mark LEHMKUHLER (Transactional IP), Claudia YUN (IP), and ZHANG Hao (Corporate), showcased the firm's full-fledged competencies in all aspects of this complicated transaction. Core team members included ZHANG Yixin, Wyatt ZHANG, Michael GU and Mandy LAU. Fangda Partners took full advantage of its integrated strengths in this transaction, ensuring efficient and smooth progress. The firm continues to provide comprehensive and one-stop services to multinational companies expanding their global footprints, offering them legal services and support every step of the way.
On July 15, 2024, GL-Carlink Technology Holding Limited ("Carlink Tech", Stock Code: 2531.HK) successfully listed on the Main Board of the Hong Kong Stock Exchange, completing its global offering. In this offering, Carlink Tech issued 63.60 million shares at HKD 4.7 per share, raising approximately HKD 298.92 million.
Carlink Tech is an in-vehicle hardware and SaaS marketing and management service provider in the automotive aftermarket industry in China. It focuses on sales of in-vehicle hardware products and provision of SaaS marketing and management services, covering SaaS subscription services and SaaS value-added services, to the industry participants along the industry value chain. It ranked first in revenue in China in 2023 among SaaS marketing and management service providers for the automotive aftermarket industry.
Carlink Tech controls its domestic entities through a Variable Interest Entity (VIE) arrangement, which holds the Class B surveying and mapping qualification (internet map service) and the value-added telecommunications business license (internet information service) required to engage in business subject to foreign investment restrictions.
Fangda Partners acted as both the PRC and Hong Kong legal counsels to the issuer, demonstrating its capability to provide one-stop, comprehensive, and cross-jurisdictional legal services. Fangda is committed to advancing with TMT companies, witnessing their significant achievements in capital markets and becoming a loyal partner in their development.
Fangda’s Chinese mainland legal team provided practical and effective legal advice and solutions to Carlink Tech and fully participated in its red-chip structure setup, designing the offshore reorganization plan, drafting the restructuring transaction documents, conducting the Chinese mainland legal due diligence, providing regulatory compliance advice, applying for the Hong Kong IPO and preparation, filing documents with the China Securities Regulatory Commission (CSRC) for the overseas listing, and conducting rectification work required by government departments such as the National Development and Reform Commission (NDRC), the Ministry of Commerce, the Ministry of Industry and Information Technology (MIIT), and the Ministry of Natural Resources.
Fangda's Hong Kong legal team led the drafting of Carlink Tech's prospectus and closely cooperated with Fangda’s Chinese mainland legal team in designing the listing structure, corporate governance structure. The Hong Kong legal team also coordinated with various institutions on behalf of Carlink Tech and provided advice on Hong Kong law and listing rules.
Fangda’s Chinese mainland team was led by partner LUO Ke. Team members included counsel Terry LING, Napoleon ZHAO, Yanping LI, Xiangyun KONG, and associates Elaine LI, XU Jing and LI Jingru.
Fangda’s Hong Kong team was led by partner Arnold PANG. Team members included counsel Geoffrey CHEUNG, and associates Ada KOK, Zoey CHEN and Evey FAN.
The Fangda Capital Markets Project Review Committee also provided their professional guidance and support on this project. ZHANG Muyuan and Joshua TSUI also significantly contributed to the project.
On 24 June 2024, UBS AG (“UBS”) and Founder Securities Co., Ltd. (“Founder Securities”) entered into a three-party agreement with Beijing State-owned Assets Management Co., Ltd. (“BSAM”) for the sale of a total of 85.01% stake in Credit Suisse Securities (China) Limited (“CSS”) to BSAM. The transaction includes UBS’s sale of a 36.01% stake in CSS and Founder Securities’ sale of a 49% stake in CSS. The completion of the transaction is subject to the necessary regulatory approvals and customary closing conditions.
CSS was formed in 2008 as a securities joint venture in China by Credit Suisse AG (“CS”) and Founder Securities. Since June 2020, CS has held a 51% shareholding of CSS, with Founder Securities’ 49% shareholding of CSS. CS has been part of the UBS group since June 2023 and on 31 May 2024 the merger of UBS and CS was completed, crossing an important milestone.
Following the completion of the transaction, BSAM and UBS will hold 85.01% and 14.99% in CSS respectively.
Fangda served as legal counsel to UBS and Founder Securities on all aspects of the transaction and provided comprehensive legal services in transaction documents negotiation, securities and financial regulation, due diligence, antitrust and tax. The Fangda team was led by Financial Industry Group partners/of-counsel Grace Yu, Siyuan Pan, Bryan Chan and Sam Wang. Core team members included Lawrence Zhu, Veronica Yu, Hailey Zheng, Jazzy Zhou, Molly Zhu and Kloria Hao. Anti-trust partner Caroline Huang and tax partner Zhao Yan provided professional support in this transaction.
On June 20, 2024, BEST Inc. (“BEST”, NYSE: BEST), a leading integrated smart supply chain solutions and logistics services provider in China and Southeast Asia, announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with a buyer consortium comprised of its management, Alibaba, Cainiao, IDG and certain other investors (the “Buyer Consortium”). Pursuant to the Merger Agreement, the merger subsidiary formed by the Buyer Consortium will merger with and into BEST, with BEST being the surviving company. After the closing of the merger, BEST will be delisted from the New York Stock Exchange. The merger is expected to close during the third quarter of 2024.
Fangda serves as U.S. legal counsel and lead counsel to the Buyer Consortium in this privatization transaction. This deal makes the first time Fangda serves as U.S. legal counsel and lead buyer consortium counsel in the privatization of a public company listed on an overseas stock exchange. The Fangda team in this transaction is led by corporate partners Mark LEHMKUHLER, Tianyi Chen and Ray Bu, and team members include counsel Weil Feng and associate Grace Fang.
QuantumPharm Inc. (“XtalPi”, HKEX stock code: 02228) was successfully listed on the Main Board of the Stock Exchange of Hong Kong Limited (“HKEX”) and launched a globally offering on June 13, 2024. Fangda advised XtalPi as its PRC legal counsel, providing one-stop legal services for the listing of XtalPi.
This is the first listing completed in accordance with Chapter 18C of the Hong Kong Listing Rules in connection with specialist technology companies.
XtalPi is an innovative platform focusing on research and development and combining the technologies involving quantum physics, AI, cloud computing and large-scale robotics. The offer price of the listed shares is HK$5.28 per offer share, and the net proceeds amount is around HK$896 million.
XtalPi has received investment from eight cornerstone investors. The sole sponsor is CITIC Securities (Hong Kong) Limited. The joint global coordinators of this project include CLSA Limited, China International Capital Corporation Hong Kong Securities Limited, Jefferies Hong Kong Limited, Deutsche Bank AG, Hong Kong Branch and CMB International Capital Limited.
Fangda provided multi-office, multi-practice advice to enable XtalPi to achieve the strategically important listing on the Hong Kong Stock Exchange. The Fangda team for this listing of XtalPi was led by Corporate team partners Jeffrey DING, Diana LI and LU Chen, with support from Intellectual Property team partners Claudia YUN and ZOU Wen, and Compliance team partner Gil ZHANG. Other key team members include XU Bingyan, SONG Shanshan, Candice XIE, Grace DAI and JI Jinger (Corporate Team); LUO Ziai, ZHANG Qiyan, ZHU Zhizheng and ZHU Mengting (Intellectual Property Team); and LI Huihui and ZHENG Kaixian (Compliance Team).
Alibaba Group Holding Limited ("Alibaba", NYSE: BABA; HKEX: 9988 (HKD counter) / 89988 (RMB counter)) successfully issued USD5 billion in principal amount of convertible senior notes due in 2031 on May 29th, 2024. Fangda Partners acted as Alibaba's PRC legal counsel, providing comprehensive legal services to the transaction.
The Fangda team was led by partners Jeffery Ding and Brian Liu, team members included counsels Travis Xu and Cassie Chang, and associates Jacky Yang, Willa Fang, Scarlett Chang, Shi Xuewei, Arial Yuan, Lewis Liu and Amanda Yu.
CStone Pharmaceuticals (“CStone”, HKEX: 2616), an innovation-driven biopharmaceutical company focused on the research and development of anti-cancer therapies, announced on May 27th 2024, that CStone has entered into a strategic commercial collaboration with the European pharmaceutical company Ewopharma. Under the licensing and commercialization agreement, Ewopharma will gain the commercial rights for sugemalimab in Switzerland and 18 Central Eastern European countries (CEE). This includes EU member countries Bulgaria, Croatia, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Poland, Romania, Slovakia, and Slovenia, as well as non-EU countries Albania, Bosnia & Herzegovina, Kosovo, North Macedonia, Moldova, Montenegro, and Serbia. Fangda Partners acted as legal counsel to CStone through the transaction.
Under the terms of the licensing and commercialization agreement, CStone will receive up to $51.3 million in upfront payment and additional considerations payable upon the achievement of certain regulatory and sales milestones. In addition, CStone will book revenues from sales of supply to Ewopharma and its affiliates. Ewopharma will be in charge of pricing, reimbursement, sales & marketing, and distribution, whilst CStone will be responsible for product supply and provide necessary training and support for the brand.
Sugemalimab, an anti-PD-L1 monoclonal antibody developed by CStone, has been granted approvals in China for all five indications that entered late-stage clinical trials, including stage III and IV NSCLC, extranodal NK/T-cell lymphoma, esophageal squamous carcinoma, and gastric cancer. EMA and UK MHRA are reviewing the MAA for sugemalimab in combination with chemotherapy as the first-line treatment of metastatic NSCLC.
The clinical data of sugemalimab have been presented at various international academic conferences and published in top-tier journals such as The Lancet Oncology, Nature Medicine, Nature Cancer, and Journal of Clinical Oncology. CStone is also in discussions with regulatory authorities including EMA, UK MHRA, and US Food and Drug Administration (FDA) for other indications of sugemalimab and actively expanding partnerships for development and commercialization in other regions worldwide.
Fangda acted as legal counsel to CStone in the transaction and provided comprehensive legal services. The Fangda team was led by Corporate partners Josh Shin and Henry He in transaction structures design, transaction documents negotiation and amendment. Team members included counsel Bella Wang, associates Audrey Luo and Essie Zhao.
Fangda advised Swire Group in acquiring the controlling shares of DeltaHealth China Limited (“DeltaHealth”) from Eight Roads.
DeltaHealth specializes in cardiovascular services and operates a private hospital focusing on the treatment of cardiovascular diseases (“Shanghai Delta Hospital”), and also a clinic in Shanghai. In 2023, Shanghai Delta Hospital ranked first among all private hospitals in Shanghai for the number of cardiovascular surgeries performed and ranked in the top ten among all hospitals in the city, including public hospitals. Additionally, DeltaHealth has recently expanded its services to cover thoracic surgery and oncology. This is the first time for Swire Group to become the controlling shareholder of a portfolio company in the medical service sector, which aligns with its strategy of holding and operating healthcare businesses in the long term.
Throughout this transaction, Fangda’s Shanghai and Hong Kong offices worked closely together, leveraging the firm's integrated strengths to provide Swire Group with efficient and comprehensive transaction services and legal advice. Fangda team is led by partners Norman Zhong, Mark Lehmkuhler, Helen Fan and Eric Yan. Other core team members include Wyatt Zhang, Scheu Joe, Jingyi Li, Jessica Zhuang, Jiali Yang and Tianyu Shen.
Fangda acted as PRC legal counsel to the underwriters of ZEEKR Intelligent Technology Holding Limited (“ZEEKR”) on its successful listing on the New York Stock Exchange in the U.S. (stock code: ZK), making it the fastest EV company to complete an IPO. Fangda advised on and provided the legal opinion for all PRC legal matters related to the listing. ZEEKR issued 21 million American Depositary Receipts, raising about US$ 441 million (assuming no over-allotment option is exercised), making it the largest IPO for China concept stocks during the past about 36 months in terms of the size of the raised capital.
ZEEKR is a luxury EV brand from the Geely Group. Through developing and offering next-generation premium BEVs and technology-driven solutions, ZEEKR aspires to lead the electrification, intelligentization and innovation of the automobile industry. ZEEKR strategically spearheaded the premium intelligent BEV market with unique positioning, featuring strong sense of technology, in-house R&D capabilities, stylish design, high caliber performance and premium user experience. ZEEKR’s current product portfolio primarily includes ZEEKR 001, ZEEKR 001 FR, ZEEKR 009, ZEEKR X and an upscale sedan model.
The team advising on this transaction was led by partners Jeffery Ding, Wang Mengjie, Brian Liu and Wei Jianbo, and team members included Cassie Chang, Jichao Chang, Siling Wu, Fan Fan, Helga Chen, Dora Li, Janice Chen and Jasper Gao, etc. Sherman Deng supported this transaction, providing legal advice on data compliance and cybersecurity. Data compliance team members included Allison Zhang.
Fangda assisted Henkel in its acquisition of the VS brand and its related hair care business in Greater China from Procter & Gamble.
Vidal Sassoon is a well-established hair care brand, with a salon-inspired image in the retail market. The addition of this brand complements the local portfolio of Henkel Consumer Brands in China by covering a white spot in the premium retail segment. The Vidal Sassoon portfolio focuses on the premium hair care segment with shampoos and conditioners, but also offers products around styling and treatments. Procter & Gamble was officially introduced Vidal Sassoon portfolio to the Chinese market in 1997, and such business has been deeply rooted in the Chinese market for 27 years now. The business holds a strong position in the Chinese market and generated sales of more than 200 million euros in fiscal year 2022/2023. This acquisition aligns with Henkel’s strategic focus and will enhance its hair care business, accelerating its performance growth.
Fangda's offices in Beijing, Shanghai and Hong Kong worked closely to orchestrate this transaction. By leveraging the Firm's integrated strengths, Fangda provided Henkel with a full range of transactional services, support and legal guidance. . The Fangda team was led byMichael Han and Caroline Huang, both partners of Fangda’s Anti-Trust practice, Patrick Li, Sherry Xu and Raymond Chan, all partners of Fangda’s Corporate practice, and Rock Wang, partner of Fangda’s Banking practice. Team members of Fangda’s included Lingbo Wei, Jason Zhao, Joyce Pei, Emily Xue, Churchill Yin, Ariel Yuan and Amanda Yu.
On April 29, 2024, Mindray Bio-Medical Electronics Co., Ltd. (a listed company on the GEM board of SZSE, stock code: 300760, “Mindray”) and APT Medical Inc. (a listed company on the STAR Market Board of SSE, stock code: 688617, “APT”) announced that Mindray had obtained the controlling shareholding right in APT.
Fangda represented Mindray as its legal counsel and led the whole legal process in this milestone transaction. By leveraging advantage of the firm’s cross-office integration, Fangda’s Greater Bay Area offices in Shenzhen and Hong Kong and Fangda’s Shanghai office worked together to serve Mindray and provide a full range of transaction services and legal advice.
- The transaction value was approximately RMB 6.65 billion. The transaction was the first time on the STAR Market Board that not only the first time on the STAR Market Board that an A-share listed company acquired another A-share listed company by cash but also the first time that acquisition involved the transfer of the controlling shareholder right. The transaction is also the largest M&A transaction between medical device companies in China to date in terms of transaction amount.
- The transaction was another large-scale industrial M&A transaction successfully facilitated by Fanda’s Greater Bay Area offices for top-tier industrial clients in the Greater Bay Area.
Fangda represented Shanghai Brattea Medical Technology Co., Ltd. (“Brattea”) in its series D investment. The transaction was closed in March 2024. Fangda team on this deal was led by partner Luo Ke, and the team members included Elaine Li and Joshua Tsui. Fangda assisted in the drafting and negotiation of transaction documents and the closing process. Brattea mainly engages in the R&D of medical devices in relation to nerve radiofrequency ablation, including Renal denervation (RDN) for hypertension.
EDF Renewables China and Albemarle Corporation (NYSE: ALB) entered into a five-year green power purchase agreement (PPA), which is the first long-term green power PPA that EDF Renewables has entered into in the Chinese market since the launch of the national green power trading pilot scheme in September 2021. This agreement represents a significant step towards achieving sustainable development goals for both EDF Renewables China and Albemarle and will contribute to the decarbonization of China's energy structure, furthering the nation's goals of carbon peaking and carbon neutrality. Fangda, acting as legal counsel to EDF Renewables, provided comprehensive legal services for the transaction.
According to the transaction, EDF Renewables will supply green power from its various wind farms in Guangxi to Albemarle's factories located in the Qinzhou Port area of Guangxi. Over the five-year period, EDF Renewables will supply approximately 500 GWh of electricity to Albemarle. The transaction will help Albemarle to reduce its carbon emissions by over 400,000 tons annually. This reduction will align with Albemarle's objective to use 100% green power for production in China. Under the transaction, a power sales company affiliated with SDIC Power will act as an electricity retailer, marking an innovative adoption of the “sleeved PPA” model in China.
EDF Renewables is the global renewable energy affiliate of the EDF Group. As a global leader in energy transition, EDF Renewables is dedicated to investing in, developing, building, and operating renewable power plants. Present in 22 countries, EDF Renewables has extensive experience in green power trading.
The Fangda team was led by partner Joe Zhou. Team members included Helen Huang, Neal Yang and Emma Zhao.
Fangda Partners assisted Voneseals Technology (Shanghai) Inc. (stock code: 301161, “Voneseals”) in its acquisition of a 51% equity stake in Shanghai Garnor Sealing Technology Co., Ltd. (“Shanghai Garnor”) for a consideration of RMB210 million, successfully completing this material asset restructuring transaction.
Voneseals is a high-tech enterprise that primarily engages in the research, development, production and sales of hydraulic and pneumatic sealing products. It possesses modified polyurethane sealing material technology. Voneseals’ main products include hydraulic sealing components, hydraulic seal kits, and other related hydraulic sealing products, as well as pneumatic sealing components, oil seals, and track seals among other sealing products. Shanghai Garnor focuses on high-performance plastic seals and high-performance rubber seals, providing comprehensive sealing system solutions to related customers. Its core products are widely used in oil and gas equipment (specialized oil wellhead equipment and seals for downhole tools in oil wells), engineering machinery industry, industrial equipment, industrial control valves, general industry, and more. The two companies both belong to the sealing components industry and specialize in different industrial segments.
This material asset restructuring is a major transaction in the domestic sealing industry, which will contribute Voneseals to implement its strategy of “multiple markets, multiple materials, multiple business models” and accelerate the localization process of high-tech sealing components in various applications by integrating of high-quality resources in the sealing industry.
Fangda acted as legal counsel to Voneseals in the transaction and provided comprehensive legal services, including conducting legal due diligence, internal restructuring of Shanghai Garnor, designing restructuring transaction schemes, drafting and negotiating of transaction documents, handling regulatory feedback, information disclosure and transaction delivery. The Fangda team was led by partner Jane Chen and team members included Qianyuan Li and Chao Zhang.
AnHeart Therapeutics Ltd. (“AnHeart”), a global clinical-stage biopharmaceutical company developing novel precision therapies for people with cancer, and Nuvation Bio Inc. (NYSE: NUVB), a biopharmaceutical company tackling some of the greatest unmet needs in oncology by developing differentiated and novel therapeutic candidates, announced that the companies have entered into a definitive agreement for Nuvation Bio to acquire AnHeart in an all-stock transaction on March 25th, 2024. The Acquisition is expected to close in the second quarter of 2024 subject to other customary closing conditions. Immediately following the closing of the acquisition, the former shareholders of AnHeart will own approximately 33% and the current stockholders of Nuvation Bio will own approximately 67% of Nuvation Bio on a fully diluted basis. AnHeart will become a wholly-owned subsidiary of Nuvation Bio. Fangda acted as AnHeart’s PRC legal counsel and provided comprehensive legal services to AnHeart in the transaction.
AnHeart Therapeutics is a global clinical-stage biopharmaceutical company developing novel precision therapies for people with cancer. AnHeart’s lead investigational therapy, taletrectinib, is a next-generation ROS1-inhibitor currently in pivotal Phase 2 trials for ROS1-positive non-small cell lung cancer (NSCLC). Taletrectinib has been granted Breakthrough Therapy Designations by both the U.S. Food and Drug Administration (FDA) and the China National Medical Products Administration (NMPA).
Nuvation Bio is a biopharmaceutical company tackling some of the greatest unmet needs in oncology by developing differentiated and novel therapeutic candidates. Nuvation Bio’s proprietary portfolio includes mechanistically distinct oncology therapeutic product candidates, each targeting some of the most difficult-to-treat types of cancer. Nuvation Bio was founded in 2018 by biopharma industry veteran David Hung, M.D., who previously founded Medivation, Inc., which brought to patients one of the world’s leading prostate cancer medicines.
The Fangda team was led by Corporate partners Josh Shin, Chen Lu and Henry He. Tax partner Yan Zhao and counsel Linlin Cao also provided related advice. Team members included Bingyan Xu, Elisa Liu, Rui Miao, Shanshan Song and Vincent Chen.
On February 22nd, 2024, L Catterton Asia Acquisition Corp (“LCAA”, NASDAQ: LCAA), a special purpose acquisition company formed by affiliates of the leading global consumer-focused investment firm L Catterton, and Lotus Technology Inc. (“Lotus Tech”) announced that they have completed business combination. On February 23rd, 2024, Lotus Tech was successfully listed on NASDAQ under the ticker symbol “LOT”. Fangda acted as the PRC legal counsel to LCAA, advising at all stages of the transaction.
Headquartered in Wuhan, China, Lotus Technology has operations across China, the UK, and the EU. It is dedicated to delivering luxury lifestyle battery electric vehicles including SUVs and sedans with a focus on world-class R&D in next-generation automobility technologies such as electrification, digitalisation and more.
LCAA is a special purpose acquisition company listed on the Nasdaq that is affiliated with L Catterton, a leading global consumer-focused investment firm. Founded in 1989, L Catterton has made over 250 investments in some of the world's most iconic consumer brands, managing more than USD$35 billion of capital across three multi-product platforms: private equity, credit, and real estate. Leveraging deep category insight, operational excellence, and a broad network of strategic relationships, L Catterton’s team of more than 200 investment and operating professionals across 17 offices partners with management teams to drive differentiated value creation across its portfolio.
Fangda team on this deal was led by Corporate partner Bao Chen, of-counsel Tan Suyin and counsel Stephen Liu, with support from IP partner Fang Qi, Antitrust partner Jin Wang and counsel Joy Wong, and Capital Markets partner Wei Jianbo and Cassie Chang. Team members included Ed Zhang, Danae Wu, Sandy Peng, Koral Zhu, Irene Li, Sally Hong and Allison Zhang.
On January 24, 2024, OPPO announced a global patent cross-license agreement with Nokia, covering standard-essential patents (SEP) in 5G and other cellular communication technologies. For details, please refer to OPPO's official statement, "OPPO and Nokia sign 5G patent cross-license agreement".
The Fangda team represented OPPO throughout the entire legal process, handling the first-instance proceedings in the Chongqing First Intermediate People's Court and the subsequent appeal to the Supreme People's Court. Following the global cross-license agreement, the legal procedures for the appeal were recently resolved through mediation. We are pleased to assit OPPO achieving a global patent cross-license agreement shortly after the Chongqing court's first-instance judgment.
The Legal Journey between OPPO and Nokia in Chinese Courts over SEP royalty rates
The Chongqing Case
In July 2021, OPPO engaged Fangda to file a lawsuit in the Chongqing First Intermediate Court in July 2021, seeking a Chinese court decision to determine Nokia as the right holder for its FRAND (Fair, Reasonable, and Non-Discriminatory) licensing conditions, including global licensing rates, for 5G SEPs. In late November 2023, the Chongqing First Intermediate Court issued a first-instance judgment (“Chongqing Case”). The judgment is a landmark decision made by a Chinese court on global licensing rate-setting for 5G SEPs.
Notably, the Chongqing First Intermediate Court's first-instance judgment also clarified the industry cumulative fee rate for 5G SEP, specifically for smart terminal products such as mobile phones. This judicial determination was a global-first for establishing industry cumulative fees for 5G SEP through legal judgment. The determination holds significant and far-reaching implications for guiding industry stakeholders and patent implementers in correctly and reasonably assessing the value and corresponding license fees of 5G SEP.
For specific details on the Chongqing Case, refer to our previous briefing "Fangda represents OPPO in obtaining Chinese court's landmark judgment setting SEP global licensing rates" and the public first-instance judgment.
The Beijing case
Apart from the Chongqing Case, OPPO filed a SEP infringement lawsuit against Nokia in the Beijing Intellectual Property Court (“Beijing Case”). OPPO asserted that Nokia's communication network base station products infringed OPPO's 5G SEP. During the determination of infringement compensation, OPPO requested the Beijing Intellectual Property Court to rule on a FRAND license fee rate for OPPO's 5G SEP applicable to Nokia’s communication network base station products. The infringement compensation amount was to be calculated based on the court-determined license fee rate.
The Fangda team represented OPPO in the Beijing Case, handling the determination of license fees for OPPO's 5G SEP and asserting claims for infringement compensation. Following the first-instance judgment in the Chongqing Case, the Fangda team remained fully-engaged in the proceedings of the Beijing Case. As of January 24, 2024, before the global patent cross-license agreement was reached, the Beijing Intellectual Property Court had organized multiple hearings on the determination of license fees. Throughout the trial, the Fangda team collaborated with economic experts and OPPO's team, completing and submitting comprehensive economic analysis reports and substantial evidence to the court. The team also assisted economic experts in presenting their opinions during the hearings.
If the Beijing Case receives a judgment, it will be the first time a Chinese court determines and rules on the license fee rate for SEP of core products in communication network facilities, specifically base stations. Similar to the Chongqing Case, the Beijing Case is a key focus of OPPO's counteractions in the ongoing global litigation with Nokia over two and a half years. Although the Beijing Case did not reach a judgment due to the parties reaching a licensing agreement, the progress and proceedings of the case played a crucial and positive role in facilitating the eventual global cross-license agreement between the two parties.
The Fangda team was led by partner James HU, and key members included partner Tingting Liao, partner Muran Sun and associate Kaimai Pan.
Fangda has assisted Huizhou Huahong New Materials Co., Ltd. (“Huahong New Material”) in obtaining the Supreme People's Court’s (“SPC”) recent final judgment (Judicial Review No. (2021) SPC Intellectual Property Zhi Xing Zhong No. 1172), which reversed the trial court judgments of both China National Intellectual Property Administration's (“CNIPA”) decision on invalidation request examination (No. 44388) and the first-instance judgment by the Beijing Intellectual Property Court (“BIPC”) (Case No. (2020) Beijing 73 Administrative Xing Chu No. 12112). The Fangda team represented Huahong New Material in the second-instance litigation and successfully secured an overturning final judgment by the SPC, prompting the CNIPA to reevaluate the contested patent.
The patent in this case aims to protect a photo-curable composition used for solvent curing. Due to its fast curing speed, resistance to yellowing and lack of irritating odor, the patented composition is particularly suitable for food and cosmetics external package printing. Both the CNIPA and the BIPC asserted in their invalidation decision and first-instance judgment respectively that Claim No.1 of the contested patent lacked inventiveness relative to Comparative Document No.1, while Claims No.2-11 were considered directly or indirectly referred to Claim No.1 and were deemed either routine technical choices or existing technology in the new material industry. Consequently, the CNIPA and the BIPC considered that Claims No.2-11 were lacking inventiveness based on the lack of inventiveness in Claim No.1.
In the second-instance litigation, the Fangda team substantiated the unexpected technical effects of the contested patent compared to Comparative Document No.1 through experimental design and supplementary experimental data, meeting the criteria for inventiveness specified by Chinese Patent Law.
One focal dispute point of the case was the acceptance of supplementary experimental data. To prove the inventiveness of the claimed technology relative to existing technology, it was imperative for the patentee to submit supplementary comparative experimental data addressing the specific technical effects explicitly recorded in the original application. The Fangda team recognized the characteristics of the contested compound patent and the beneficial effects documented in the specification and designed supplementary experiments. These experiments were independently conducted by universities and third-party institutions, confirming the unexpected technical effects of the contested patent relative to existing technology. Ultimately, the SPC accepted the supplementary evidence, leading to the annulment of previous rulings by the CNIPA and the BIPC.
The Fangda team was led by Intellectual Property partner Zou Wen and team member included associate Xie Xiaoxiong.
Fangda Partners recently assisted Chengdu Kanghua Biological Products Co., Ltd. (“Kangh”) in reaching an exclusive license agreement with HilleVax, Inc. (“HilleVax”) on the research, development, manufacturing and commercialization of Kangh’s recombinant hexavalent virus-like particles (VLP) norovirus vaccine candidate and its derivatives outside of Greater China.
On December 26, 2023, the Shanghai Third Intermediate People's Court confirmed that the restructuring of Shanghai Trendzone Holdings Group Co., Ltd. ("Trendzone Holdings" stock code: 603030.SH) was complete. Fangda Partners had acted as the interim administrator during the pre-restructuring phase and as the administrator during the restructuring phase.
The Trendzone Holdings' restructuring is notable for being the first restructuring of a convertible corporate bond issuer listed on the Shanghai Stock Exchange and the first pre-restructuring to restructuring of a listed company in Shanghai.
Trendzone Holdings, a Shanghai-based listed company, was founded on October 14, 1998, and listed on the Shanghai Stock Exchange in 2015. Later, it faced severe liquidity problems brought on by the pandemic and by debt issues with China Evergrande Group and its affiliates. These liquidity problems lead to numerous legal disputes and operational challenges.
To address these liquidity problems, the Shanghai Third Intermediate People's Court accepted the pre-restructuring case of Trendzone Holdings on May 19, 2023, appointing Fangda Partners as the temporary administrator during the pre-restructuring period. As a SSE-listed company, Trendzone Holdings' pre-restructuring and restructuring process received significant attention and strong support from government authorities, courts and relevant national departments at all levels. The Shanghai Third Intermediate People's Court officially accepted the restructuring of Trendzone Holdings and appointed Fangda Partners as the administrator on November 13, 2023. With further support from various parties, Trendzone Holdings' first creditors' meeting and convertible bond holders' meeting took place on December 15, 2023, where the restructuring plan received approval by a large majority of each voting group. The number and percentage of creditors in favor of the draft restructuring plan and the shares of effective voting percentage of investors endorsing the equity adjustment proposal of the total voting shares presented at the meetings, both exceed 99%. On the same day, the court approved Trendzone Holdings' restructuring plan. On December 26, 2023, the court confirmed Trendzone Holdings' restructuring plan had been executed and was complete, concluding the entire restructuring process.
Through the judicial restructuring process, Trendzone Holdings' financial burden will be significantly reduced, enabling the company to leverage its existing capabilities, adjust its business plan and actively expand its core business. The major investors in the restructuring will also utilize their industrial advantages and resources to jointly explore new business opportunities with the listed company.
Fangda acted as the administrator in the case. The Fangda team was led by Partner Ji Nuo as the overall coordinator, with Partner Li Kai and Partner Zhang Wang acting as the heads of the administrators. Team members also included Partner Sophia Feng, Counsel Kang Wen, and associates Zhao Zhiwei, Morissa Zhang, Zhang Longhao, Kathy Li, Evie Wang, Rebecca Cao and Cindor Li.
In addition to serving as the interim administrator and the main administrator for Trendzone Holdings, Fangda has recently played a key role in other listed company restructurings, including the first listed company restructuring heard by the Shanghai Bankruptcy Court, in the restructuring of Bestway Marine & Energy Technology Co., Ltd. (300008.SZ). Fangda also played a key role in one of the top ten representative cases before the Fujian courts in 2022: the restructuring of Fujian Start Group Co., Ltd. (600734.SH). Furthermore, Fangda also served on the liquidation team as the temporary administrator for the pre-restructuring of Flower King Eco-Engineering Inc. (603007.SH).
Fangda Partners represented LTW Capital in its CNY 1.1 billion acquisition of 100% equity of Wuxi Xiongwei Precision-Machinery Sci-Tech Co., Ltd. ("Xiongwei Precision-Machinery"), a wholly-owned subsidiary of SZSE-listed Zhejiang Wanfeng Auto Wheel Co., Ltd. (002085, "Wanfeng Auto"). The transaction was signed and completed in December 2023. Xiongwei Precision-Machinery, established in 2003 and headquartered in Wuxi, Jiangsu, has its production bases in Yancheng and Yizheng of Jiangsu province, Changchun of Jilin province and Langfang of Hebei province. The company specializes in the R&D, design, manufacturing and sale of high-quality metal stamping parts, advanced automation stamping dies and precision molds. The company provides precision components to numerous high-end global automotive OEMs for many of their Fortune Global 500 company clients.
Xiongwei Precision-Machinery's management team jointly funded the transaction with two private equity funds managed by LTW Capital, all of which contributed CNY475 million investment, CNY425 million debt financing and CNY200 million repurchase or transfer of the remaining equity of Wanfeng Auto by future parties that will ultimately accomplish the total value of the management leveraged buyout at CNY1.1 billion.
Fangda Partners acted as LTW Capital’s legal counsel and provided “one-stop” comprehensive legal services, including conducting due diligence, negotiating and revising the transaction documents, and assisting in the transaction closing process. The Fangda team was led by partners Peng Tan and Mengjie Wang, and team members included Judy Li, Hao Zhong, Yijiu Wu, Dingling Fan, Allen Jia, Mengting Ma and Josie Zheng.
Fangda Partners recently secured a favorable decision on behalf of our client the online education company Beijing Yuanli Technology Co. LTD (“Beijing Yuanli”) against the defendants former employee Mr. Wang Wei and his new employer NetEase Youdao for unauthorized acquisition and use of the student IDs owned by Beijing Yuanli.
December 19, 2023, Qorvo® (Nasdaq: QRVO), a leading global provider of connectivity and power solutions, announced that it has reached definitive agreements with Luxshare Precision Industry Co., Ltd. (“Luxshare”, 002475.SZ), a global advanced manufacturer, under which Luxshare will acquire Qorvo’s assembly and test facilities in Beijing and Dezhou, China. It’s anticipated that the closing of the transaction will occur by the first half of calendar 2024, subject to the satisfaction of closing conditions.
A five-member collegial panel at the Supreme People’s Court (“SPC”) recently issued decision in a trade secret misappropriation case filed by Jiangsu New Century Jiangnan Environmental Protection Co., Ltd. (“NCJEP”) against Keda Industrial Group and other related parties. In the decision, the SPC reversed the trial court judgment, holding Keda Industrial Group not liable for trade secret misappropriation and handing our client Keda Industrial Group a complete victory in this landmark trade secret litigation.
XPENG’s strategic business transaction with the Volkswagen Group
Following leading Chinese smart electric vehicle (“Smart EV”) company XPENG Inc. (NYSE: XPEV, HKEX: 9868) (“XPENG”)’s announced strategic business transactions with the world’s leading automobile manufacturer the Volkswagen Group to jointly develop two B-class battery electric vehicles for sale in the Chinese market under Volkswagen brand (the “BEV Development”) and to issue to the Volkswagen Group shares of representing 4.99% of the total issued and outstanding shares of XPENG for a total purchase price of approximately US$705.6 million (the “Share Issuance”), on December 6, 2023, XPENG announced the closing of the Share Issuance and that the project feasibility study on the BEV Development has completed with positive outcome.
On December 18, 2023, REPT BATTERO Energy Co., Ltd. (“REPT BATTERO”) (stock code: 0666.HK) successfully listed on the Main Board of the Stock Exchange of Hong Kong Limited (the “HKEx”) and global offering. The global offering consisted of more than 116 million shares valued at the offer price of HK$18.30 per share for a total offering of approximately HK$2.12 billion, valuing REPT BATTERO at over HK$40.00 billion after the global offering. Fangda Partners acted as the PRC legal advisor of REPT BATTERO.
The Chongqing First Intermediate People's Court ("Chongqing First Intermediate Court") recently issued the first-instance judgment on the dispute over standard essential patent (SEP) royalty rates between OPPO companies, including Guangdong Oppo Mobile Telecommunications Corporation Ltd. (collectively, "OPPO") and Nokia companies, including Nokia Corporation and Nokia Technologies (collectively, "Nokia") in Case No. (2021) Yu 01 Min Chu 1232. Fangda Partners represented OPPO throughout the entire first-instance litigation proceeding in this case.
Fangda advised Jiangsu Aisen Semiconductor Material Co., Ltd. (stock code: 688720.SH, “Aisen Semiconductor”) on its successful listing on the STAR Market of the Shanghai Stock Exchange on December 6, 2024. Aisen Semiconductor issued 22 million shares, raising a total of about RMB617.59 million.
- Founded in March 2010, Aisen Semiconductor primarily engages in the research, development, production, and sales of electronic chemicals. Focusing on the key processes, electroplating and photolithography, in semiconductor manufacturing and packaging, the company has established two major product segments: electroplating solutions with supporting reagents and photoresist with supporting reagents. Its products find extensive applications in integrated circuits, new electronic components and display panels. Leveraging core technologies in formulation design, process preparation and application knowledge, Aisen Semiconductor offers customers integrated solutions (Turnkey) for crucial process steps to meet specific functional requirements for electronic chemicals.
- In the electroplating solutions sector, starting from traditional packaging, Aisen Semiconductor gradually expanded its business into other application areas, covering electroplating processes in fields like passive components, Printed Circuit Board (PCB), advanced packaging, wafers and photovoltaics, with significant progress in advanced processes such as 28nm and 14nm. In the photoresist products sector, Aisen Semiconductor strategically focuses on large semiconductor industry clients, achieving breakthroughs through special technology photoresist materials and gradually realizing domestic photoresist substitution through differentiated competitive strategies, with significant breakthroughs achieved in Organic Light-Emitting Diode (OLED) array manufacturing and negative thick film photoresist materials for advanced packaging. Aisen Semiconductor's downstream customers are mainly concentrated in integrated circuit packaging and new electronic component manufacturing, including domestic IC packaging and testing leaders such as Jiangsu Changjiang Electronics Technology Group, Tongfu Microelectronics Co., Ltd., Huatian Technology Group and ATX Semiconductor (Suzhou) Co., Ltd., as well as international renowned electronic component manufacturers like YAGEO Corporation and Walsin Technology Corporation. In the display panel and wafer manufacturing sectors, Aisen Semiconductor actively collaborates with leading enterprises on critical materials, including collaborations with companies such as Semiconductor Manufacturing International Corporation, Huahong Semiconductor Limited, BOE Technology Group Co., Ltd. and Visionox Company.
On November 20, 2023, Viva Biotech Holdings Group (01873.HK, "Viva Holdings") announced it has completed the equity financing at both Viva Holdings and its subsidiary Viva Biotech (Shanghai) Ltd. (“Viva Shanghai”), bringing in strategic investors High Light Capital (HLC), together with Temasek and True Light. This transaction will strengthen Viva Holdings and Viva Shanghai's technological capabilities, enhance the companies’ research and production service capacities and provide diversified services for global startup pharmaceutical companies and medium to large-sized pharmaceutical enterprises.
On November 17, 2023, WuXi XDC Cayman Inc. (“WuXi XDC”) (stock code: 02268.HK) successfully spun-off from WuXi Biologics (Cayman) Inc. (“WuXi Biologics”) (stock code: 02269.HK) for a separate listing on the Main Board of the Stock Exchange of Hong Kong Limited (the “HKEx”) and global offering. Fangda Partners provided one-stop comprehensive legal services for the spin-off listing of WuXi XDC and simultaneously acted as its PRC legal advisor and HK legal advisor, and acted as the HK legal advisor and US legal advisor to its controlling shareholder, WuXi Biologics. WuXi XDC a leading CRDMO focusing on the global antibody-drug conjugate (ADC) and broader bioconjugate market dedicated to providing integrated and comprehensive services.
Suzhou Sanegene Bio Inc. (“SanegeneBio”) announced its strategic collaboration with Hangzhou Zhongmei Huadong Pharmaceutical Co., Ltd., a wholly owned subsidiary of Huadong Medicine Co., Ltd (“Huadong Medicine”, SZ.000963) on November 9, 2023. The collaboration aims to jointly develop siRNA drugs for chronic metabolic diseases based on SanegeneBio’s innovative LEAD™ (Ligand and Enhancer Assisted Delivery) technology platform. Additionally, both companies will explore opportunities to develop new siRNA drugs in other therapeutic areas. Fangda Partners acted as lead counsel for SanegeneBio and provided legal services for this collaboration.
Nagashima Ohno & Tsunematsu represented a Japanese company in applying for initiation of a civil rehabilitation proceeding before the Tokyo District Court, which is a restructuring-type insolvency proceeding in the Japanese insolvency regime. The Tokyo District Court decided to initiate the civil rehabilitation proceeding and appointed a supervisor to supervise the debtor.
Fangda Partners advised CapitaLand China Trust (“CLCT”) on its offering of CNY600 million bonds in the China (Shanghai) Pilot Free Trade Zone (the “FTZ”). The bond has a three year tenor and an annual coupon of 3.80%.
Fangda Partners represented the Arab Republic of Egypt (“Egypt”) in its issuance of the three-year Renminbi-denominated sustainable development bonds in an aggregate principal amount of RMB3.5 billion (the “Bonds”). The deal was successfully closed on 17 October 2023 and recorded the largest ever issuance among sovereign panda bond offerings. This deal has an innovative transaction structure – two multilateral development banks rated AAA by international rating agencies, the Asian Infrastructure Investment Bank and the African Development Bank, provide unconditional and irrevocable guarantee for the full payment of the principal of and interest on the Bonds, making it the first sovereign panda bond offering guaranteed by multilateral development institutions.
This deal marks an important milestone in the opening up of China’s debt capital markets and a new chapter on the panda bond market with its impressive array of "firsts":
- The first panda bonds issued by an African issuer
- The first sustainable development sovereign panda bonds
- The first sovereign panda bonds under a guarantee structure
Fangda served as transaction legal counsel for MultiMetaVerse Holdings Limited ("MMV")" in its acquisition of Taomee’s PRC entities, i.e., Shanghai Shengran Information Technology Co., Ltd. and all of its consolidated VIEs. The transaction price consisted of RMB 543 million in fixed consideration and a minimum of RMB 17 million in variable consideration based on certain adjustments, representing 100% equity shares in Taomee's PRC entities. The transaction was signed and publicized on September 15, 2023.
Fangda Partners represents Cognex Corporation (NASDAQ:CGNX; “Cognex”), a world’s leader in industrial machine vision, on its agreement with Trustar Capital, a private equity affiliate of CITIC Capital Holdings Limited, on the acquisition of Moritex Corporation (“Moritex”). Moritex is a leading global provider of optics components headquartered in Japan, with a global footprint of manufacturing facilities and administrative offices.
Fangda Partners has advised leading Chinese smart electric vehicle (“Smart EV”) company XPENG Inc. (“XPENG”, NYSE: XPEV and HKEX: 9868-W) on its strategic partnership with a world’s leading mobility technology platform DiDi Global Inc. (“DiDi”), announced on August 28, 2023. The partnership brings together the commercial and technological strengths of both companies and will significantly accelerate the adoption of Smart EV and technologies in the mass market.
Fangda Partners represented NWTN Inc. (“NWTN”), a NASDAQ-listed corporation, as its PRC and Hong Kong legal advisers for its US$500 million worth strategic investment in China Evergrande New Energy Vehicle Group Limited (“Evergrande Vehicle”), a Hong Kong-listed corporation, along with a series of complex transaction arrangements. The successful completion of this transaction will result in NWTN acquiring 27.50% of the total number of issued shares in Evergrande Vehicle.
Fangda has advised Gambol Pet Group Co., Ltd. (stock code: 301498, “Gambol”) on its successful listing on the ChiNext board of the Shenzhen Stock Exchange on August 16, 2023. Gambol issued a total of 40,004,500 shares, raised just under RMB1.6 billion.
June 28, 2023, YSB Inc. ("YSB", stock code: 9885) is listed on the Main Board of Hong Kong Stock Exchange. Fangda acted as YSB's PRC legal counsel and data compliance legal counsel for this listing, provided legal services for the entire listing process from PRC legal perspectives.
Fangda’s Intellectual Property team helped Ralph Lauren Corporation ("Ralph Lauren") obtain a favorable judgment in its unfair competition lawsuit against Shanghai RuiFa Garments Co., Ltd. ("RuiFa"). The case was heard in the first instance by the Suzhou Intermediate People's Court and in the second instance by the Jiangsu High People's Court. The litigation stretched more than four years before the judgment against RuiFa was finally effective as determined by the second instance court. This case was selected as one of the top ten model cases on anti-unfair competition from 2020 to 2022 by the Suzhou Intermediate People's Court in April 2023.
Fangda’s Dispute Resolution team represented D Securities Co., LTD. ("D Securities"), who had acquired shares from its debtor Li (who was the ex-shareholder of HS Group Co., LTD. ("HS Group") through judicial enforcement procedure, on the successful claim by “restricted shares” shareholders to enforce their rights against a listed company to lift the restrictions in a successful judgment decided by the Shanghai High People’s Court. The case was one of the top 10 typical cases issued by Shanghai Financial Court. The decision is a landmark decision because it declares in the case that the relevant commitment conditions of the restricted shares have been fulfilled, the transferee has the right to request the listed company to cooperate with the procedures for unblocking the restricted shares and hidden commitments are not binding on bona fide transferee.
Fangda acted as PRC legal counsel to Saudi Arabian Oil Company (hereinafter, “Saudi Aramco”) in connection with its strategic investment in two significant Chinese petrochemical companies and the entering into of a series of commercial arrangements.
KRP Development Holdings Limited (“KRP Development”, stock code: 02421.HK) was listed on the Main Board of the Hong Kong Stock Exchange by way of introduction on March 23, 2023. As a boutique residential property developer in the Greater Bay Area, KRP Development is principally engaging in development and sales of residential properties in the fast-developing residential markets in Dongguan, Huizhou and Foshan. KRP Development has developed two major product series, “Villas” series and “Mansion” series, targeting different homebuyers. Through years of accumulated experience in urban renewal projects, KRP Development has a competitive strength in the acquisition and development of urban renewal projects in Dongguan and Foshan.
On February 16, 2023, the Dongguan Municipal People’s Government and the Airport Authority Hong Kong (AAHK) signed a Co-operation Framework Agreement (CFA) to implement and foster the long-term development of the “Dongguan-Hong Kong International Airport Logistics Park and Sea-air Intermodal Cargo Transshipment” initiative between Mainland China and Hong Kong. This marks a key milestone in the AAHK-led Hong Kong International Airport Logistics Park (HKIALP) project (the “Project”). Fangda acted as the legal counsel to AAHK and provided one-stop legal services advising on PRC and Hong Kong laws.
Fangda advised Motorcomm Electronic Technology Co., Ltd. (stock code: 688515, “Motorcomm”) on its successful listing on the STAR Market of the Shanghai Stock Exchange on February 10, 2023. Motorcomm issued 20 million shares, raising a total of about RMB1840 million.
- Motorcomm is one of the very few Ethernet physical layer chip suppliers in Chinese Mainland that owns independent intellectual property rights and has achieved large-scale sales. It focuses on the R&D, design and sales of high-speed wired communication chips. Since its establishment, Motorcomm has always adhered to the “market-oriented, technology-driven” development strategy, with the goal of achieving high reliability, high stability and Chinese localized production of communication chip products.
- The Ethernet physical layer chip independently developed by Motorcomm is one of the essential basic chips for wired transmission in data communication. With strong R&D and design capabilities, reliable product quality and high-quality customer service, Motorcomm’s products have successfully entered Chinese local market that has been dominated by international giants for a long time in the past, targeting many well-known domestic enterprises.
On February 9th, 2023, Hesai Group (“Hesai”) was successfully listed on NASDAQ in U.S. (stock code: HSAI). Fangda acted as the PRC legal counsel to the underwriters and provided legal services for the entire listing process from PRC legal perspectives. Through this successful listing, Hesai became “China's first LiDAR stock”. Hesai issued 10 million American Depositary Receipts, raising US$190 million (assuming no over-allotment option is exercised), making it the largest IPO for a Chinese concept stock during the past 18 months.
On January 31, 2023, L Catterton Asia Acquisition Corp (“LCAA”, NASDAQ: LCAA), a special purpose acquisition company, and Lotus Technology Inc. (“Lotus Tech”) announced that they have entered into a definitive agreement and plan of merger. Upon completion of the transactions contemplated by the merger agreement, the combined company’s ordinary shares are expected to be listed on the Nasdaq under the ticker symbol “LOT”. Fangda acted as the PRC legal counsel to LCAA, advising at all stages of the transaction.
Fangda advised Kingsoft Cloud Holdings Limited (“Kingsoft Cloud”, NASDAQ: KC, HKEx: 3896), China’s leading cloud service provider, on its successful dual-primary listing by way of introduction on the Main Board of the Hong Kong Stock Exchange on December 30, 2022. After advising on Kingsoft Cloud's successful listing on the New York Stock Exchange in 2020 and its subsequent follow-on offering, Fangda has continued to act as Kingsoft Cloud's PRC legal counsel and data compliance legal counsel for its listing on the HKEX, providing one-stop legal services.
Fangda acted as the lead legal counsel for Nayuki Holdings Limited (“Naixue”, stock code: 02150.HK) in its strategic investment in Shanghai Chatian Catering Management Co., Ltd., which operates the freshly made tea brand “Lelecha”, for approximately The consideration of the acquisition is approximately RMB525 million.
Fangda has successfully helped Tsuburaya Productions to affirm its legitimate copyright over the Ultraman character used in the “Dragon Force: So Long Ultraman” animation movie. The case, which has been ongoing for five years, involved Tsuburaya bringing a claim against Guangzhou Blue Arc Animation Media Co., Blue Arc Culture Communication Co., and Guangzhou Blue Magic Culture Communications Co, Le Vision Pictures (Beijing) Co., and other defendants.
Fangda advised Shenyang Machine Tool Co., Ltd (“Shenyang Machine Tool”, 000410.SZ) on its private placement (“non-public offering”) which raised just under RMB1.5 billion. The transaction was completed on October 28, 2022. The placement was fully taken up by Shenyang Machine Tool’s controlling shareholder, China General Technology (Group) Holding Co Ltd.
On September 20, 2022, Fangda Partners represented ChuanQi IP Co. (“ChuanQi IP”) as a licensor in the lawsuit that it launched against Shanghai Kingnet Network Co. (“Shanghai Kingnet”) and Zhejiang Huanyou Network Technology Co. (“Zhejiang Huanyou”) in the Shanghai High People’s Court. The Shanghai High People’s Court found in favor of ChuanQi IP, annulling an earlier decision taken by the court at first instance and ensuring that Shanghai Kingnet should bear joint and several liability for its wholly-owned subsidiary Zhejiang Huanyou’s debt of RMB480 million incurred under the licensing agreement for the online game Legend of Mir II.
Fangda advised InnoCare Pharma Limited (stock code: 688428, “InnoCare”) on its successful listing on the Shanghai Stock Exchange’s STAR Market on 21 September, 2022. InnoCare issued 264,648,217 shares, raising a total of about RMB2.9 billion.
- InnoCare is an innovative biopharmaceutical enterprise powered by its groundbreaking independent research and development capabilities. The company possesses comprehensive R&D and commercialization capabilities, focuses on developing drugs for the treatment of cancer and autoimmune diseases, and is committed to developing best-in-class and/or first-in-class drugs with breakthrough potentials across global markets. One of its main products, BTK inhibitor Orelabrutinib, was approved (with conditions) by the National Medical Products Administration for commercialization in December 2020, and another, Tafasitamab, has been approved for use in Bo’ao Super Hospital as an imported drug for use in clinical urgency. The company has more than 10 other products that are in Phase I/II/III clinical trials and pre-clinical stages.
- InnoCare was co-founded by Dr. Jisong Cui and Dr. Yigong Shi. The management team comprises seasoned industry executives from multinational pharmaceutical companies, bringing InnoCare with their valuable insight in drug R&D, production and commercialization.
Fangda advised Hi-trend Technology (Shanghai) Co., Ltd. (stock code: 688391, “Hi-trend Technology”) on its successful listing on the STAR Market of the Shanghai Stock Exchange on September 13, 2022. Hi-trend Technology issued 14.4 million shares, raising a total of about RMB165.6 million.
- Hi-Trend Technology is a leading high-tech enterprise which designs, develops and sells smart metering integrated circuits in China. With its high performance, high reliability and energy-efficient products, the company has obtained a comprehensive product line and leading market position in the domestic Internet-of-Things (IOT) smart metering chip field.
- Hi-Trend Technology’s various products rank highly in both the domestic and export markets. Its “three-phase metering chips” are consistently the best seller in the domestic market, while its “single phase System on Chip (SoC) chips” achieve higher exports than others. The company’s “single phase metering chips and “smart metering Microcontroller Unit (MCU) chips” rank second in the Chinese market. The “high speed carrier communication chips” supported by the company’s core design have obtained the first batch of approval by the China State Grid with official chip-level interconnection inspection report, leading to this chip gaining promising market share in the State Grid market and being the most popular in the Chinese integrated circuit market.
Fangda advised the sole sponsor and underwriters on the Hong Kong Stock Exchange H-share listing of Chongqing Hongjiu Fruit Co. Limited (Stock code: 06689.HK) on September 5, 2022. The listing of approximatly14 million H-shares raised the net amount of around HK$496.8 million after deducting issuance fees and other expenses (assuming no over-allotment option is exercised) , making Hongjiu Fruit the first Chinese mainland fruit company to be listed on the Main Board of the Hong Kong Stock Exchange. In advance of the listing, Hongjiu Fruit converted its 296,516,495 domestic unlisted shares into H-shares.
- Hongjiu Fruit is a fast-growing multibrand fruit company in China sourcing its fruits mainly from China, Thailand and Vietnam with an end-to-end supply chain.
- Hongjiu Fruit focuses on developing fruit products in categories that enjoyed fast-growing market share and high consumption values in China. By sales revenue in 2021 according to CIC, it is China’s largest Southeast Asian fruit supplier, the largest durian distributor, as well as one of the top five distributors of dragon fruit, mangosteen and longan. Hongjiu Fruit is continuing its growth and expansion of its fruit business, as well as consolidating its market position and share in China’s fresh fruit sector.
Fangda represented the consortium of Wise Road Capital and JAC Capital in the restructuring and follow-on equity transfer of the Tsinghua Unigroup, which was completed and announced on July 11, 2022. The restructuring involved the exiting of two former shareholders, Tsinghua Holdings Co., Ltd. and Beijing Jiankun Investment Co., Ltd., and appointment of new directors, supervisors and general managers. The consortium of Wise Road and JAC, as strategic investors, have establishing a holding company, Beijing Zhiguangxin Holdings Ltd., to own all of the shares in Tsinghua Unigroup. Tsinghua Unigroup is a large Chinese integrated circuit leading company, which also acts as industry leader in mobile phone circuit design and cloud network equipment and services. Its subsidiaries include listed companies such as Unisplendour Corporation Limited and Unigroup Guoxin Microelectronics Co., Ltd. The restructuring of Tsinghua Unigroup is one of the most high-profile restructuring cases in China.
Fangda represented Asian Infrastructure Investment Bank (AIIB) on its RMB1.5 billion 3-year sustainable development bond offering on China’s interbank bond market, which was closed on May 26, 2022.
- the first sustainable development bond issuance in China by a supranational issuer
- the first sustainable development bond issuance in China conducted under the issuer’s sustainable development bond framework
- the first sustainable development bond issuance by an international development institution under the pilot program for social bonds and sustainability bonds launched by the National Association of Financial Market Institutional Investors (NAFMII) of China
Fangda acts as the counsel to Zoomlion Heavy Industry Science and Technology Co., Ltd. ("Zoomlion", a dual-listed company, A-share stock code: 000157.SZ, H-share stock code: 01157) in its acquisition of the controlling stake in ShenZhen RoadRover Technology Co., Ltd. ("RoadRover Technology", stock code: 002813.SZ), becoming its controlling shareholder.
- acquisition of 29.99% of shares through the negotiated private transfer, completed on February 23, 2022, making Zoomlion a controlling shareholder of RoadRover Technology; and
- tender offer for an additional 23.83% of RoadRover Technology, completed on May 9, 2022.
Huaxin Cement Co., Ltd. (“Huaxin Cement”) is a comprehensive building material enterprise engaged in the production and sale of cement, clinker, concrete and aggregate, and operating businesses of environmental protection, equipment manufacturing, EPC engineering and cement-based new building materials. Huaxin Cement has over a century of doing business in the PRC and has been a public company listed on the Shanghai Stock Exchange since 1994.
Jinmao Property Services Co., Limited ("Jinmao Services") is part of China Jinmao Holdings Group Limited (“China Jinmao”), a subsidiary of Sinochem Holdings Corporation Ltd., a Fortune 500 company. Jinmao Services is a fast-growing upscale property management and city operation service provider in China, and provides property management services, value-added services to non-property owners and community value-added services.
Fangda represented KIRIN HOLDINGS COMPANY, LIMITED (“Kirin”) in the sale of its entire 40% stake in its joint venture with China Resources for approximately US$1 billion. The share purchase agreement was signed and the deal was announced on February 16, 2022. The deal is significant as being one of the most important transactions in the FMCG and food and beverage sectors in recent years. It is also a typical case of foreign capital exiting from previously PRC state- and privately owned joint ventures.
On February 8, 2022, the Shanghai Pudong New Area People’s Court ruled to accept the bankruptcy and restructuring case of Shanghai Shengnan Industrial Development Co., Ltd. (“Shengnan Industrial”) and appointed Fangda as the administrator on February 17, 2022, following the request of the bankruptcy applicant. This is a groundbreaking case:
- The first bankruptcy and restructuring case under new legislation in which the court appointed the administrator according to the request of the applicant.
- The first bankruptcy and restructuring case handled by the Bankruptcy Adjudication Tribunal of the Shanghai Pudong New Area People’s Court since its official launch on January 7, 2022.
Fangda represented Hungary on its RMB1 billion 3-year green panda bond offering, which was closed on December 16, 2021. This is another milestone in the development of China’s green bond market, unfolding a new era for panda bonds.
- the first green sovereign panda bond offering in the market;
- the first green bond offering on China’s debt market under the issuer’s Green Bond Framework established on the basis of the Green Bond Principles published by the International Capital Markets Association (ICMA), with use of proceeds meeting China’s Green Bond Endorsed Projects Catalogue (2021 Edition); and
- the first green sovereign bond offering under the pilot program for social bonds and sustainability bonds launched by the National Association of Financial Market Institutional Investors of China in November 2021.
Today, BeiGene listed on the Shanghai Stock Exchange’s STAR Market, becoming the first biotech company in the world to have shares traded in Chinese mainland, in Hong Kong and on the Nasdaq Board in the U.S. The registration for listing was granted by the China Securities Regulatory Commission on 16 November, 2021.
Fangda Partners advised BeiGene throughout on its US$3.5 billion (before over-allotment option is fully exercised) initial public offering and listing on the STAR Market. Our advice covered everything from legal issues relating to red-chip companies deciding to re-list on China’s stock exchanges, corporate governance, communications with regulators and close coordination with cross-border intermediaries. The listing involved following rules on corporate governance and securities supervision in several countries and regions, as well as ensuring compliance with listing rules in the three markets.
Since the commencement of the STAR Market in 2019, there have been three stages involving the transition of red-chip companies to having their shares listed as A-shares. In the first stage was the listing of companies (such as China Resources Microelectronics Limited and Ninebot Limited) that are not listed overseas when submitting their A-share listing applications. The second stage involved the listing of companies (such as Semiconductor Manufacturing International Corporation) that are listed in Hong Kong. And in this, the third stage, companies already listed in the U.S. and Hong Kong can now have their shares listed on the STAR Market.
Fangda has been deeply involved in all the representative listings in these three stages. Our work on the first-ever triple listing of a biotech company on the NASDAQ, HKEx and STAR Market is a reflection of our expertise in all the key legal issues related to multimarket-listed red-chip companies’ listing on the STAR Market and ability to understand the requirements of regulators. Fangda is therefore ideally positioned to advise on the return of other red-chip companies listed on overseas exchanges.
The Fangda team was led by partners Jeffrey Ding and Yvette Liu and supported by associates Yuan Fang, Travis Xu, Cassie Chang, Shirley Li and Lu He.
Dalian Shipbuilding Industry Offshore (DSIC Offshore), a subsidiary of Dalian Shipbuilding Industry Co., Ltd (DSIC), has completed a successful restructuring by way of an RMB1.78 billion insurance claim payout from China Export & Credit Insurance Corporation (CECIC). This is the first time in China that a non-listed company has been restructured via an insurance claim rather than from an injection of new capital.
On November 15, 2021, Nanjing Vazyme Biotech Co., Ltd. (stock code: 688105, “Vazyme”) successfully listed on the STAR Market of the Shanghai Stock Exchange. Vazyme issued a total of 40.01 million shares, raising a total of about RMB2.2 billion. Vazyme is the first biological reagent company to be listed on the SSE STAR Market.
On March 3, 2020, the Shanghai Third Intermediate People's Court issued a ruling to accept the bankruptcy restructuring case of Shanghai Yuehe Real Estate Co., Ltd. ("Yuehe Real Estate") and appointed Fangda as the administrator.
Fangda Partners acted as the underwriters’ Chinese counsel on the RMB2.2 billion bond issue by the Guangdong provincial government in the Macao Special Administrative Region of the People's Republic of China (“MSAR"). This is the first offshore bond issued by a Mainland municipal government in the Guangdong-Hong Kong-Macao Greater Bay Area.
Fangda has advised JP Morgan to set up China’s first wholly foreign-owned securities company. On August 6, 2021, JPMorgan announced that the China Securities Regulatory Commission (CSRC) had approved its application to be the sole controlling shareholder of JPMorgan Chase Securities (China) Co., Ltd.
Fangda Partners acted as the legal counsel to JPMorgan Chase and participated in the whole process from the establishment of the securities company to effecting the transfer of shares from five domestic shareholders to JP Morgan. The team was led by partner Zhiyi Ren.
Fangda Partners acted as the legal counsel to JPMorgan Chase and participated in the whole process from the establishment of the securities company to effecting the transfer of shares from five domestic shareholders to JP Morgan. The team was led by partner Zhiyi Ren.
Fangda has advised JP Morgan to set up China’s first wholly foreign-owned securities company. On August 6, 2021, JPMorgan announced that the China Securities Regulatory Commission (CSRC) had approved its application to be the sole controlling shareholder of JPMorgan Chase Securities (China) Co., Ltd.
Fangda represented MBK Partners in its acquisition and privatization of CAR Inc. (“CAR”, HK Stock Code：00699), the largest car rental company in China.
MBK Partners firstly acquired an approximately 20.9% stake in CAR, and then acquired the remaining outstanding shares of CAR through a voluntary general offer and compulsory acquisition for a total consideration of approximately USD 1.1 billion. Such compulsory acquisition was completed on July 5, 2021, and CAR was delisted from the Stock Exchange of Hong Kong and became a wholly-owned subsidiary of MBK Partners on July 8, 2021.
Founded in 2005, MBK Partners is one of the largest private equity funds in Asia with over US$24 billion of capital under management. MBK Partners focuses on North Asia and has developed expertise in various industries, including consumer and retail, telecommunications and media, financial services, healthcare, logistics and industrials. The aggregate revenues of MBK Partners’ 38 portfolio companies exceed US$47.2 billion.
Fangda team was led by corporate partners Jeffry Ding, Patrick Li, banking partner Rock Wang, and antitrust partner Michael Han. Fangda team handled the PRC legal due diligence, transaction structure discussion and the review of transaction documents.
MBK Partners firstly acquired an approximately 20.9% stake in CAR, and then acquired the remaining outstanding shares of CAR through a voluntary general offer and compulsory acquisition for a total consideration of approximately USD 1.1 billion. Such compulsory acquisition was completed on July 5, 2021, and CAR was delisted from the Stock Exchange of Hong Kong and became a wholly-owned subsidiary of MBK Partners on July 8, 2021.
Founded in 2005, MBK Partners is one of the largest private equity funds in Asia with over US$24 billion of capital under management. MBK Partners focuses on North Asia and has developed expertise in various industries, including consumer and retail, telecommunications and media, financial services, healthcare, logistics and industrials. The aggregate revenues of MBK Partners’ 38 portfolio companies exceed US$47.2 billion.
Fangda team was led by corporate partners Jeffry Ding, Patrick Li, banking partner Rock Wang, and antitrust partner Michael Han. Fangda team handled the PRC legal due diligence, transaction structure discussion and the review of transaction documents.
Fangda represented MBK Partners in its acquisition and privatization of CAR Inc. (“CAR”, HK Stock Code：00699), the largest car rental company in China.
On June 28, 2021, the Beijing No.1 Intermediate People’s Court approved the Restructuring Plan of Peking University Founder Group Co., Ltd. (the “Founder Group”) and other four companies. The Founder Group was once the largest university-run enterprise in China, and the bankruptcy restructuring of Founder Group is one of the most complicated bankruptcy restructuring cases in China.
Shenchao Technology Investment Co., a wholly-owned subsidiary of Shenzhen Major Industrial Investment Group, acted as a co-investor in the Founder Group and on its acquisition of all equity previously held by the Founder Group in Founder Microelectronics in the bankruptcy restructuring of the Founder Group.
Shenzhen Major Industrial Investment Group is an investment platform for leading industries owned by the Shenzhen municipal government. Its investments focus on major industries such as integrated circuits, with the aim of empowering breakthrough technologies. Founder Microelectronics is a national high-tech enterprise engaged in the manufacturing of integrated circuit chips. It has the first 6-inch device production line in China, with business implantation of its 13 silicon carbide product series, which leaps into the front rank of the 6-inch production line in China.
Fangda’s Shenzhen and Guangzhou offices in the Greater Bay Area worked closely together to advise Shenchao Technology on all aspects of the transaction. The Fangda team is led by corporate partner Qiang Ma and dispute resolution partner Ivan Su, and the core members include Shirley Feng, Terry Ling, Kevin Liu and Jiaqi Wen.
Shenchao Technology Investment Co., a wholly-owned subsidiary of Shenzhen Major Industrial Investment Group, acted as a co-investor in the Founder Group and on its acquisition of all equity previously held by the Founder Group in Founder Microelectronics in the bankruptcy restructuring of the Founder Group.
Shenzhen Major Industrial Investment Group is an investment platform for leading industries owned by the Shenzhen municipal government. Its investments focus on major industries such as integrated circuits, with the aim of empowering breakthrough technologies. Founder Microelectronics is a national high-tech enterprise engaged in the manufacturing of integrated circuit chips. It has the first 6-inch device production line in China, with business implantation of its 13 silicon carbide product series, which leaps into the front rank of the 6-inch production line in China.
Fangda’s Shenzhen and Guangzhou offices in the Greater Bay Area worked closely together to advise Shenchao Technology on all aspects of the transaction. The Fangda team is led by corporate partner Qiang Ma and dispute resolution partner Ivan Su, and the core members include Shirley Feng, Terry Ling, Kevin Liu and Jiaqi Wen.
On June 28, 2021, the Beijing No.1 Intermediate People’s Court approved the Restructuring Plan of Peking University Founder Group Co., Ltd. (the “Founder Group”) and other four companies. The Founder Group was once the largest university-run enterprise in China, and the bankruptcy restructuring of Founder Group is one of the most complicated bankruptcy restructuring cases in China.
Fangda Partners acted as the PRC counsel to the New York Stock Exchange-listed company XPeng Inc. (“XPeng”) on its global offering of 85 million Class A ordinary shares (including an international placement and Hong Kong initial public offering), marking XPeng’s dual primary listing on both the New York Stock Exchange and Hong Kong Stock Exchange. The deal raised gross proceeds of approximately HK$14 billion (approximately US$1.8 billion), and will raise approximately US$2.1 billion in total if the over-allotment option is fully exercised. The listing and global offering was closed on July 7, 2021.
Fangda acted as Hong Kong and US counsel to Chaoju Eye Care Holdings Limited (Stock code: 2219) on the listing of Chaoju Eye Care’s ordinary shares on the Main Board of the Stock Exchange of Hong Kong and the concurrent global offering. The listing and global offering raised approximately HK$1.81 billion (prior to exercise of the underwriters’ over-allotment option).
Fangda advised Zhejiang Cangnan Instrument Group Co., Ltd. ("Cangnan Instrument", stock code: 1743.HK) on its privatization through general offer by way of buy-back of all issued H-shares. Cangnan Instrument were officially delisted from the Hong Kong Stock Exchange at 9 a.m., July 5, 2021.
On September 25, 2020, the China Securities Regulatory Commission (“CSRC”), the People's Bank of China and the State Administration of Foreign Exchange issued the Administrative Measures for Securities and Futures Investment Operated in China by Qualified Foreign Institutional Investors and RMB Qualified Foreign Institutional Investors. On the same day, the CSRC issued the Provisions on Issues concerning the Implementation of the Administrative Measures for Securities and Futures Investment Operated in China by Qualified Foreign Institutional Investors and RMB Qualified Foreign Institutional Investors. These regulations have made major adjustments to the application requirements and investment scope of qualified foreign institutional investors (QFII) and RMB qualified foreign institutional investors (RQFII). The rules were both implemented on November 1, 2020.
Fangda represented Ping An Life Insurance Company of China on its acquisition of an equity stake in China Raffles Group from CapitaLand. The property portfolio includes Raffles City Shanghai, Raffles City Beijing, Raffles City Ningbo, Raffles City Chengdu, Raffles City Changning (Shanghai), and Raffles City Hangzhou. Each of them is an integrated business center, comprising business offices, hotels, and other different real estate components. The total asset value of the portfolio is RMB46.7 billion, in which Ping An Life Insurance has invested about RMB33 billion. The transaction was signed and is expected to close in the third quarter of 2021. CapitaLand will continue to operate and manage the six properties.
Fangda has advised a buyer consortium on its proposed take-private of leading human resource service provider 51job, Inc. (NASDAQ: JOBS). The consortium comprises DCP Capital, Ocean Link, and 51job’s chief executive officer, Rick Yan. Recruit Holdings Co., Ltd. also participated in the deal as the current shareholder. The deal was announced on June 21, 2021.
On June 7, 2021, DBS Group announced that DBS Securities (China) Co., Ltd. (“DBS Securities”), its newly established securities company in China, has obtained the securities business license from the China Securities Regulatory Commission and is now authorized to operate securities brokerage businesses, securities investment consulting businesses, securities proprietary trading as well as securities underwriting and sponsorship services. The registered capital of DBS Securities is RMB1.5 billion. DBS Bank Ltd., a Singapore incorporated financial institution, is the largest controlling shareholder (holding 51% of the total equity interests). In 2007, DBS Bank established DBS Bank (China) Co., which is one of the first bank subsidiaries established by foreign banks.
Fangda represented BMW Group on its RMB3.5 billion panda bond offering, priced on June 10, 2021. BMW Finance N.V., a BMW Netherlands finance company subsidiary, was the issuer, with the bonds guaranteed by its parent. The bonds comprise RMB2 billion 3-year medium-term notes (MTNs) and RMB1.5 billion 1-year commercial paper (CP). The MTNs were priced at an annual coupon rate of 3.44% and the CPs at 3.03%. The bonds were offered to institutional investors in and outside China (including through the Bond Connect regime) on China’s interbank bond market. The offering was more than three times over-subscribed with approximately half of the orders from overseas investors.
Fangda Partners advised Buhuo Venture Capital on the final closing of its Phase I US Dollar-dominated venture capital fund, which raised more than US$100 million. Buhuo’s transaction was backed by two US-based funds of funds and one Asia-based fund of funds. Two limited partnerships (LPs) from Buhuo’s Phase I RMB Fund also participated in the new fund.
Fangda advised China Merchants Bank in an acquisition financing to facilitate the privatization Special Purpose Vehicle (SPV) set up by the shareholders and investors in China Distance Education Holdings Limited (CDEL, NYSE: DL). CDEL has de-listed as part of the go-private transaction.
In one of the most influential deals in the video games industry, Fangda advised Moonton Technology on its acquisition by ByteDance's video games unit Nuverse. The deal was announced on 22nd March, 2021.
China Merchants Bank Co., Ltd. (“CMB”) has issued a public announcement on March 19, 2021, according to which,
- CMB contemplates to bring in a strategic investor JPMorgan Asset Management (Asia Pacific) Limited (“JPMAMAPL”) to increase the registered capital of CMB’s wholly owned subsidiary CMB Wealth Management Co., Ltd. (“CMB Wealth Management”) in cash;
- JPMAMAPL will make a capital contribution of around RMB2.667 billion, of which around RMB0.556 billion shall be calculated in the registered capital of CMB Wealth Management. After the capital increase, JPMAMAPL will hold 10% equity interest in CMB Wealth Management; and
- Such capital increase shall be filed with China Banking and Insurance Regulatory Commission for approval.
Fangda represented the Asian Development Bank (ADB) on its RMB2 billion panda bond offering on China’s interbank bond market, issued on March 10, 2021. It is:
- the first panda bond issued by an international development institution following the implementation of new panda bond rules for foreign governments and international development institutions at the end of 2020 in China
- ADB’s largest-ever borrowing in an Asian local currency
Fangda acted as PRC legal counsel to New Horizon Health Limited in connection with its initial public offering and listing on the Hong Kong Stock Exchange (stock code: 6606). New Horizon’s shares commenced trading on February 18, 2021, jumping 185% on its debut. New Horizon’s IPO was significantly over-subscribed, raising around HK$2 billion (assuming no over-allotment option is exercised).
Fangda assisted the HSBC Group to set up China’s first wholly foreign-owned Fintech company. HSBC Fintech Services (Shanghai) Co., based in Shanghai’s Lingang New Area pilot free trade zone, was set up on September 7, 2020 and officially launched on January 9, 2021. The subsidiary has a registered capital of US$34 million.
Fangda has advised Amundi BOC Wealth Management Co., the first Sino-foreign JV wealth management company, on the successful issue of its first wealth management product. This is a publicly offered closed-end net-worth wealth management product with an annualized performance comparison benchmark of 4.65%.
Fangda represented a buyer consortium led by Shanghai Wanye Enterprises, a leading Chinese scientech company, on its approximately US$398 million acquisition of Compart Systems from Platinum Equity. The acquisition is part of Wanye’s strategic objective to push ahead in its semiconductor equipment and integrated circuit businesses. The deal was signed on November 12, 2020 and announced on December 23, 2020.
Leading Chinese law firm Fangda Partners advised NavInfo Co. Ltd., a market-leading Chinese navigation software and map company, on its successful copyright infringement claim against three Baidu companies found to be using “substantially similar software” without permission. The Beijing Intellectual Property Court awarded NavInfo RMB64.5 million (US$9.8 million) in damages, the highest damages award for copyright infringement cases in China to date.
NavInfo brought the case against Beijing Baidu Netcom Technology Co., Ltd., Baidu Online Network Technology (Beijing) Co., Ltd., and Baidu Cloud Computing Technology (Beijing) Co., Ltd.
The court held that the electronic maps developed and owned by NavInfo constituted a graphic work under the Copyright Law. The defendants’ software—“Baidu Map,” “Baidu Carlife,” “Baidu Navigation,” and other software using electronic maps—was substantially similar to, and used without authorization, NavInfo’s electronic maps, thus infringing NavInfo’s copyright.
In addition to awarding damages, the court granted an injunction enjoining the Baidu companies from infringement and ordered the defendants to issue a public apology.
Founded in 2002, NavInfo is the market leader in navigation maps, navigation software development, dynamic traffic information, location big data, and customized connected vehicle services for both passengers and commercial vehicles.
Partner Alexandra Yang commented: “We are pleased to have been entrusted by our client to help enforcing this high-profile, complex copyright infringement case, which successfully serves to protect the core IP rights of our client, and solidify the social consensus of protecting the core IP rights of electronic maps.”
The Fangda team was led by partner Alexandra (Pu) Yang.
Fangda has advised a buyer consortium on its proposed take-private with leading biopharmaceutical company China Biologic Products Holdings, Inc. (“China Biologic”). The consortium comprises Centurium Capital, CITIC Capital, Marc Chan, Hillhouse Capital, Temasek Holdings, and other financial institutions and management members. The deal was announced on November 19, 2020.
Fangda acted as Hong Kong counsel to JW (Cayman) Therapeutics Co. Ltd. (Stock code: 2126) on the listing of JW Therapeutics’ ordinary shares on the Main Board of the Stock Exchange of Hong Kong and the concurrent global offering. The listing and global offering raised approximately HK$2.3 billion (prior to exercise of the underwriters’ over-allotment option).
JW Therapeutics is a leading clinical and pre-clinical stage cell therapy company in China, with a vision to develop innovative cell therapies for the China market to transform the treatment of cancer for Chinese patients.
The listing and the closing of the global offering took place on November 3, 2020. Goldman Sachs and UBS acted as joint sponsors of the listing and, together with CICC and Citic Securities, as joint global coordinators, joint bookrunners and joint lead managers of the global offering.
The Fangda team was led by partner Colin Law, and the team members comprised counsel Jonathan Wallenberger, associates Alan Au, George Chen and Yilin Lu, and paralegal Tracy Ho.
Fangda represented iRay Technology Company Limited in its initial public offering and listing on the SSE STAR Market (Shanghai Stock Exchange Science and Technology Innovation Board) on September 18, 2020.
The IPO raised a total of RMB2.2 billion from the issue of 18.2 million shares. This is the largest IPO project in the special equipment manufacturing industry on the SSE STAR Market to date.
iRay Technology is China’s top manufacturer of digital X-ray detectors, is one of the world’s leading enterprises in the research, development and production of digital X-ray detectors, and one of the world’s few digital X-ray detector manufacturers that has mastered the four core sensor technologies. The company’s listing on the SSE STAR Market is significant as China localizes the production of core components of high-end medical devices.
Fangda advised and represented iRay Technology in its pre-IPO financings, onshore and offshore restructuring and the IPO. The Fangda team was led by partners Qiang Ma and Ke Luo, supported by associates Yuhan Zhang and Kevin Liu.
Fangda, as lead legal counsel, represented TCL Technology Group Co., Ltd. (“TCL Technology”) and China Star Optoelectronics Technology Co., Ltd. (“TCL CSOT”), a subsidiary of TCL Technology, in their acquisition of Samsung Display’s LCD plant in Suzhou for US$1.08 billion. The Suzhou plant comprises Samsung’s only 8.5th generation LCD production line in mainland China. The deal was signed on August 28, 2020, subject to customary closing conditions.
TCL Technology and TCL CSOT’s strategic acquisition of the Samsung 8.5th generation LCD plant underscores TCL Technology’s strategic aim to become a global leading technology industry group. On completion, TCL CSOT will operate three 8.5th generation large-size display production lines, capable of manufacturing 440,000 large panels a month.
The deal was led out of Fangda’s Greater Bay offices in Shenzhen and Hong Kong. Fangda provided the full range of transaction services and legal advice to the buyer as well as coordinating Korean local counsel. The deal was concluded on a very tight timescale. The Fangda team was led by partners Qiang Ma and Wei Chen, and team members included Qin Liu, Anqi Hu, Haipan Hu, Lijuan Sun, Duncan Deng and Viola Jiang. Partners Michael Han and Jin Wang and team members Yun Dong and Joy Wong supported the corporate team to coordinate antitrust clearance in multiple jurisdictions worldwide .
Fangda has advised AstraZeneca, the British-Swedish multinational pharmaceutical and biopharmaceutical company, on a licensing deal with Shenzhen Kangtai Biological Products Co., Ltd. (“BioKangtai”), under which AstraZeneca will aim to supply the adenovirus vector-based COVID-19 vaccine, AZD1222, to China. AZD1222 is currently being developed by the University of Oxford, with whom AstraZeneca signed an agreement in April to build a number of supply chains in parallel across the world. BioKangtai has agreed to build capacity to make at least 100 million doses of the vaccine by the end of 2020 and 200 million doses per year by the end of 2021, for the China market. The two companies said that they will explore the possibility of cooperation in other regions and markets. At the moment, Phase II and III clinical trials of COVID-19 vaccine are being undertaken in many countries, with the objective of testing the vaccine’s effectiveness and the safety and immune response of the vaccine for different age groups as well as inoculation rates.
Leon Wang, Executive Vice-President, International and President of AstraZeneca China, said: “We hope to leverage BioKangtai’s technology and manufacturing capability to enable the supply of AZD-1222 in China. We believe that with the cooperation of governments, international organizations, NGOs, and companies around the world, we can overcome the challenges created by the COVID-19 pandemic. We aim to make the University of Oxford’s vaccine widely accessible around the world in an equitable manner.”
Fangda advised AstraZeneca on all aspects of the licensing deal, including providing due diligence, drafting, amendment, and translation of the framework agreement, and handling negotiation. The team was led by partner Josh Shin, supported by team members Bella Wang, Muriel He, and Jiali Yang.
Fangda is advising EF Education First (“EF”) in connection with a major investment by the global investment firm Permira in the EF Kids & Teens Business, which is headquartered in Switzerland with schools in China and Indonesia. Permira will acquire a majority stake in the EF Kids & Teens business, with EF retaining significant ownership in the business. The completion of Permira’s investment remains subject to customary conditions.
With over 20 years of successful operations, EF Kids & Teens is a market leader in premium English language education with 288 schools across 62 cities in China and 79 schools in Indonesia and one of the largest networks of international teachers. Over the past few months, EF Kids & Teens has successfully helped hundreds of thousands of students lean online through EF’s proprietary learning platform and live EF teachers from around the world.
Founded in Sweden in 1965, EF Education First is a leading international education company which focuses on academics, travel and cultural experiences. Globally, EF has 600 offices and schools in 50 countries, as well as a research and development unit headquartered in Switzerland. In China, EF has three divisions: Kids and Teens Schools, Adults Education and Study Abroad.
Permira is a global investment firm. Founded in 1985, the firm advises private equity funds and makes long-term investments with a total committed capital of approximately USD48 billion. The Permira funds have made over 250 private equity investments in four key sectors: Consumer, Services, Healthcare and Technology.
The Fangda corporate team is advising on international cross-border as well as domestic Chinese aspects of this landmark transaction, and includes Hong Kong-based partner Mark Lehmkuhler, Beijing-based partner Chen Bao and Shanghai-based partner Sherry Xu; Beijing-based partners Michael Hanand Caroline Huang are providing antitrust advice on the transaction.
Fangda advised WuXi AppTec on its placement of 68.2 million H-shares at a price of HK$108 each. The placement, which concluded on July 29, 2020, raised HK$7.4 billion. The agents included Morgan Stanley, Huatai Securities, Goldman Sachs, and J.P. Morgan.
WuXi AppTec is a global pharmaceutical, biopharmaceutical and medical devices company, providing comprehensive laboratory research and R&D services from drug discovery through development to market delivery.
Fangda’s mainland China and Hong Kong teams worked together to advise WuXi AppTec, a longstanding client. The mainland China team was led by Xueyan Jiang, and team members included Yvonne Gan, Yanhui Hu, Janice Jia, and Ellyn Ai. The Hong Kong team was led by Colin Law and Arman Lie, and team members included Brian Kwok, Ting Him Chan, Karen Chan, and George Chen.
Fangda represented Huatai United Securities as sponsor and lead underwriter in Sunshine Guojian Pharmaceutical (Shanghai) Co., Ltd. (Sunshine Guojian)’s initial public offering and listing on the SSE STAR Market (Shanghai Stock Exchange Science and Technology Innovation Board) on July 22, 2020. The IPO raised over RMB1.7 billion.
Sunshine Guojian is one of the first batch of Chinese biopharmaceutical companies manufacturing antibody drugs, and already has three regulator-approved therapeutic antibody drugs in China. The company’s R&D concentrates on developing antibody drugs, particularly aimed at the treatment of autoimmune diseases and tumors. It is the largest of all the biopharmaceutical companies in China, and has some 10 antibody drugs under development.
Sunshine Guojian is the first STAR market-listed company in the biopharmaceutical industry to be spun off from a Hong Kong-listed company (3SBio Group).
Fangda represented China International Capital Corporation Limited as joint sponsor and lead underwriter in Semiconductor Manufacturing International Corporation (SMIC)’s initial public offering and listing on the SSE STAR Market (Shanghai Stock Exchange Science and Technology Innovation Board) on July 16, 2020. The IPO raised over RMB46 billion (over RMB53 billion after the exercise of the over-allotment option). SMIC’s IPO is the largest on the STAR Market to date.
SMIC is one of the world’s leading integrated circuit (IC) companies, as well as being the most advanced semiconductor manufacturer in China. SMIC is the first overseas listed red chip enterprise to enter the A-share capital market through this type of offering.
Fangda advised on all aspects of the offering, including legal research, corporate governance, and consultation with all domestic and international securities regulatory agencies.
Fangda acted as PRC legal counsel to Morgan Stanley & Co. LLC and BofA Securities, Inc. as underwriters on the IPO and listing of Agora, Inc. (Agora) on the Nasdaq Global Select Market in the US on June 26, 2020.
In the listing, Agora offered 17.5 million American Depositary Shares (ADSs), raising approximately US$350 million (before the greenshoe option), as well as selling approximately $110 million worth of shares in a private placement.
Agora, a leading voice, video and live interactive streaming platform, provides developers with simple-to-use, customizable and widely compatible APIs (application programming interfaces) to embed real-time video and voice into their applications without the need to build the infrastructure themselves. Agora is the first company in the real-time, platform-as-a-service (PaaS) sector to list.
Fangda represented Haier Electronics Group Co., Ltd. (HK Stock Code: 1169) (“HEG”) in the privatization of HEG by way of a scheme of arrangement and the withdrawal of listing of HEG (the “Privatization”).
As consideration for the Privatization, Haier Smart Home Co., Ltd. (“HSH”) will issue 1.60 new HSH H Shares and make a Cash Payment of HK$1.95 per HEG share. The Privatization of firm intention was announced on July 31, 2020 and the scheme document was despatch on November 16, 2020.
In the Privatization, HEG is estimated to be valued over US$11 billion, this is the largest scale privatization of a Hong Kong listed company as of July 31, 2020.
The Fangda team on this deal was led by partners Colin Law, Edward Bong, Xueyan Jiang, Jian Fang, Siyuan Pan, the team members comprised associates Hong Ding, Eric Li, Yao Zhang and Yvonne Gan. Fangda advised on the transactions, prepared for the transaction documents and other related documents.
Fangda acted as PRC legal counsel to Credit Suisse Securities (USA) LLC and China International Capital Corporation Hong Kong Securities Limited as underwriters on the IPO and listing of Genetron Holdings Limited (Genetron) on the Nasdaq Global Select Market in the US on June 19, 2020.
In the listing, Genetron offered 16 million American Depositary Shares (ADSs), raising approximately US$256 million (before the greenshoe option) and making it the largest IPO offering globally for a precision oncology company.
Genetron is a leading Chinese precision oncology company, focusing on cancer molecular profiling and harnessing advanced technologies in molecular biology and data science to improve cancer treatment.
Fangda advised Huatai Financial Holdings (Hong Kong) Limited and UBS AG London Branch as joint global coordinators, along with other joint bookrunners, on all PRC legal issues related to the issuance of global depositary receipts (“GDRs”) by China Pacific Insurance (Group) Co. Ltd. (“CPIC”) on the London Stock Exchange. CPIC raised US$1.8 billion (prior to any exercise of the over-allotment option) or US$2 billion (assuming full exercise of the over-allotment option) through the issuance on the Shanghai-London Stock Connect Segment (Shanghai Segment) of the London Stock Exchange. The net proceeds will be mainly used to develop CPIC’s businesses overseas and support its core insurance business growth. The GDRs commenced trading in London on June 22, 2020 (London time). This is the largest capital raise via an admission to London Stock Exchange in 2020 to date.
Founded in 1991, CPIC is an insurance holding company incorporated on the basis of China Pacific Insurance Company, and a leading insurance group in China.
CIPC's GDR issuance is innovative in connection with Shanghai-London Stock Connect in a number of respects: it is the first GDR to adopt Chinese accounting standards; it introduces a cornerstone investor mechanism with a long-term lock-up arrangement; and it is the first to receive a public float waiver as a non-European company.
After the listing on LSEG, CPIC has become the first ever A+H+G (‘Shanghai+Hong Kong+London’) simultaneously listed insurance company and the second Chinese company to list GDRs in London utilizing Shanghai-London Stock Connect.
Fangda represents Asian Infrastructure Investment Bank (AIIB) on its RMB3 billion panda bond offering on China’s interbank bond market. This is the first panda bond offering by an issuer rated AAA by international credit rating agencies after the promulgation of the current panda bond rules.
The 3-year sustainable development bonds carry the Combating COVID-19 label approved by the National Association of Financial Market Institutional Investors and zero percent risk weighting in China.
The issuance received extraordinary support from both onshore and offshore investors (including through the Bond Connect Regime)， and were subscribedwith 35% allocated to domestic and 65% to international investors. The bonds were priced at a coupon rate of 2.40% per annum, 23 bps lower than the valuation of China Development Bank bonds, reflective of AIIB’s strong credit fundamentals.
The net proceeds will be included in the ordinary resources of AIIB, supporting to fund part of COVID-19 Crisis Recovery Facility, to upgrade the country’s sustainable public health infrastructure and provide emergency equipment and supplies in response to the COVID-19 pandemic. RMB2.5 billion of the proceeds will be used as the COVID-19 containment development in China.
The successful issuance of the Panda bond , showcasing milestone significance, contributing to enhancing global investor base such as multilateral development banks and prestigious global issuers to enter Chinese debt market, as well as the internationalization of China’s capital markets.
On November 15, 2019, pursuant to the Shanghai Bankruptcy Court’s order under the Enterprise Bankruptcy Law (“EBL”), CEFC Shanghai International Group Limited (“CEFC”) went into bankruptcy liquidation. On November 24, 2019, the Shanghai Bankruptcy Court appointed the Shanghai Office of King & Wood Mallensons, AllBright Law Offices, and Fangda Partners as joint administrators of the CEFC Bankruptcy Case.
According to an application by the joint and several administrators of CEFC Shanghai International Group Limited (the “Administrators”) to seek recognition and assistance in Hong Kong, the High Court of the Hong Kong Special Administrative Region (HKSAR) ( “High Court”) made and issued the Order on December 18 and 20, 2019, and rendered the Decision accordingly on January 13, 2020, in which the Court recognized the liquidation in the Mainland of the People’s Republic of China (the “Mainland”) and the appointment of the joint and several administrators appointed by Shanghai No.3 Intermediate People’s Court (“Shanghai Bankruptcy Court”) and recognized that the Administrators have and may exercise the relevant powers in the HKSAR. All proceedings in HKSAR against CEFC are now pending. This was the first application in Hong Kong made by Mainland administrators for recognition of their appointment and judicial assistance under common law.
In order to prevent a creditor from obtaining a garnishee order absolute, on December 10, 2019 the Shanghai Bankruptcy Court issued a Letter of Request urgently to the High Court to request the High Court recognize the appointment of the Administrators and to allow the Administrators, to the greatest extent permitted under Hong Kong laws, to be entitled to the rights under the EBL and judicial interpretations. Based on the Letter of Request and other relevant materials, the Administrators made an urgent application to the High Court for recognition and assistance.
The Honorable Mr. Justice Harris granted the recognition and assistance sought by the Administrators. In essence, the orders invested in the Administrators the same powers in cross-border insolvencies as Hong Kong liquidators. This case is expected to promote a unitary approach in cross-border insolvency, and also be referred to as a precedent in the HKSAR, which will be cited in similar cases in the future.
For the first time in history, a bankruptcy liquidation in the Mainland has been recognized by a Hong Kong court in the HKSAR. It is also the first time in the history of Hong Kong courts that they will provide judicial assistance to the Mainland bankruptcy proceedings.
Fangda represented China International Capital Corporation (CICC) as sole sponsor and lead underwriter in the IPO and listing of China Resources Microelectronics (CRM) on the SSE STAR Market (Shanghai Stock Exchange Science and Technology Innovation Board) on February 27, 2020, raising approximately RMB3.8 billion (RMB 4.3 billion from the Full Exercise of the Over-Allotman Option). CRM is a semiconductor company incorporated in the Cayman Islands and with its principal business operation in the PRC. CRM is China’s first red-chip to list on the A-share market, paving way for other overseas-listed red-chip companies to return to the home market.
