Notable Matters

Agricultural Bank of China. We advised the Agricultural Bank of China, a leading commercial bank in China in terms of total assets, loans and deposits, on its $22 billion Rule 144A/Regulation S global IPO and dual listing of H shares and A shares. This is the second-largest IPO in history and the largest-ever by an Asian issuer.
AIA Group. We advised the Federal Reserve Bank of New York (FRBNY) on the $20.5 billion Rule 144A/Regulation S global IPO of common shares of AIA Group, a wholly owned subsidiary of AIG and a leading life insurance organization in Asia-Pacific. The shares were sold by American International Group (AIG) and represented the sale of 67.1% of AIG’s formerly 100% stake in AIA. This was the largest-ever IPO on the Hong Kong Stock Exchange.
Metallurgical Corporation of China. We advised Metallurgical Corporation of China (MCC), a Chinese engineering and construction company, on its $5.3 billion Rule 144A/Regulation S IPO of H shares and A shares. This was the third-largest global IPO in 2009.
China Merchants Bank. We advised China Merchants Bank on its $3.2 billion global rights offering. This is the first global rights offering by a Chinese bank and the first rights offering by a Chinese company made available to U.S. investors.
Sands China. We advised the joint bookrunners on the $2.5 billion Rule 144A/ Regulation S IPO of common stock of Sands China, a subsidiary of Las Vegas Sands and a leading developer, owner and operator of integrated resorts and casinos in Macau. The offering was named IFLR’s “Asian Equity Deal of the Year” for 2009.

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Longfor Properties. We advised Longfor Properties, a leading property developer in China, on its $1 billion Rule 144A/Regulation S IPO of H shares.
Renhe Commercial Holdings. We advised the joint global coordinators on the HK$3.4 billion ($437 million) Rule 144A/Regulation S IPO of common stock by Renhe Commercial Holdings.
Bank of China. We advised the placement agents on a $2.4 billion Rule 144A/Regulation S offering by RBS China Investments, a subsidiary of The Royal Bank of Scotland Group, of its entire 4.26% stake in Bank of China.
Sinochem Hong Kong. We advised Sinochem Overseas Capital Company on a US$2 billion Rule 144A/Regulation S offering of senior notes guaranteed by Sinochem Hong Kong, a subsidiary of the Sinochem Group, a PRC state-owned enterprise involved in the production of chemical raw materials, chemicals, agro-chemicals, plastics and rubber.
Billion Express Investments/China Unicom (Hong Kong). We advised the initial purchasers on a $1.84 billion Regulation S offering of convertible bonds by Billion Express Investments, a subsidiary of China Unicom (Hong Kong), a Hong Kong- and New York-listed telecommunication service provider in China. The offering is the world's largest international convertible bond issuance by a PRC company to date.
Shanda Games. We advised Shanda Games, a leading online game developer and operator in China, on its $1 billion SEC-registered IPO and listing on Nasdaq of ADSs. This was the largest U.S. IPO by a Chinese issuer in 2009.
Noble Group. We advised the initial purchasers on an $850 million Rule 144A/Regulation S offering of senior notes and a $400 million reopening by Noble Group.
Noble Group. We advised the initial purchasers on a $750 million Rule 144A/Regulation S offering of senior notes by Noble Group, a global diversified natural resources and supply chain group.
Agile Property Holdings. We advised the initial purchasers on a $650 million Rule 144A/Regulation S offering of high-yield notes by Agile Property Holdings, one of the leading residential property developers in China.
China Oriental Group. We advised the joint bookrunners on a $550 million Rule 144A/Regulation S offering of high-yield senior ntoes by China Oriental Group, a Chinese integrated iron and steel manufacturer.
Shimao Property Holdings. We advised the initial purchasers on a $500 million Regulation S offering of high-yield notes by Shimao Property Holdings, a large-scale developer and owner of high-quality real estate projects in China.
Noble Group. We advised the initial purchasers on a $500 million Rule 144A/Regulation S offering of high-yield senior notes by Noble Group.
Noble Group. We advised the sole dealer manager on a $488 million cash tender offer for $680 million of outstanding senior notes by Noble Group.
Greentown China Holdings. We advised the exclusive dealer manager on a $400 million cash tender offer and consent solicitation by Greentown China Holdings to purchase any and all of its outstanding senior notes due 2013.
ProMOS Technologies. We advised the dealer manager on a $350 million cash tender offer by ProMOS Technologies, a Taiwanese producer of DRAM and other memory semiconductors, to purchase any and all of its outstanding zero coupon convertible bonds due 2012.
Shanda Interactive Entertainment. We advised Shanda Interactive Entertainment, an interactive entertainment media company and one of the largest operators of online games in China, on a $175 million Rule 144A offering of convertible senior notes. In connection with the offering, Shanda also entered into a $175 million accelerated share repurchase agreement with Goldman Sachs.
Sunac China. We advised Sunac China, an integrated residential and commercial property developer with a focus on large-scale, medium to high-end property developments in selected cities in China, on its $336 million Rule 144A/Regulation S IPO and listing on the Hong Kong Stock Exchange.
China Oriental Group. We advised the initial purchasers on a $300 million Rule 144A/Regulation S offering of senior notes by China Oriental Group, an integrated iron and steel manufacturer in the People’s Republic of China.
Renhe Commercial Holdings. We advised Renhe Commercial Holdings, a Hong Kong-based operator and developer of underground shopping centers in China, on its $300 million Rule 144A/Regulation S offering of high-yield senior notes.
Yanlord Land Group. We advised Yanlord Land Group, a Chinese real estate development company, on its $300 million Rule 144A/Regulation S offering of high-yield notes. The offering was Yanlord’s debut offering of non-convertible debt securities.
Nine Dragons Paper. We advised the initial purchaser on a $300 million Rule 144A/Regulation S offering of senior notes by Nine Dragons Paper, a Chinese producer of packaging paperboard products. This was the first investment-grade debt offering by a non-state-owned company in the People’s Republic of China.
Renhe Commercial Holdings. We advised Renhe Commercial Holdings, a PRC-based underground shopping center operator and developer, on a $300 million Regulation S offering of high-yield senior notes. This was the third Rule 144A/Regulation S offering of senior notes of Renhe in 2010.
First Pacific. We advised First Pacific, a Hong Kong-based investment and management company with operations located in Asia, on its $282 million rights offering of common stock.
KGI Securities. We advised the sole global coordinator and bookrunner on a $286 million Rule 144A/Regulation S offering of GDSs of KGI Securities, a leading Taiwanese securities firm.
KWG Property Holding. We advised the initial purchasers on a $250 million Rule 144A/Regulation S offering of high-yield notes by KWG Property Holding, a leading privately owned property developer in China.
Yingli Green Energy. We advised the lead managers on a $242 million offering of ADSs by Yingli Green Energy, one of the world’s leading vertically integrated PV product manufacturers.
Asia Cement. We advised the initial purchaser on a $210 million Regulation S offering of zero coupon exchangeable bonds by Asia Cement, the leading cement company in Taiwan.
Tatung. We advised the as joint bookrunners on a $198 million Rule 144A/Regulation S offering of GDSs by Tatung, a leading Taiwanese conglomerate whose business spans numerous industries, including consumer electronics, home appliances, industrial motors, energy systems and solutions, and real estate.
Solarfun Power Holdings. We advised the lead manager on a $173 million Rule 144A/Regulation S offering of convertible senior notes and a $135 million offering of ADSs by Solarfun Power Holdings, a Shanghai-based manufacturer of ingots and photovoltaic cells and modules and supplier of solar system integration services.
Xueda Education Group. We advised the lead manager on the $147 million SEC-registered IPO of ADSs of Xueda Education Group, the leading national provider of tutoring services for primary and secondary school students in China with a focus on offering personalized tutoring services.
Morgan Stanley China A Share Fund. We advised the dealer manager on a $140 million SEC-registered rights offering of common stock of Morgan Stanley China A Share Fund, a non-diversified, closed-end management investment company seeking capital growth through investments primarily in A-shares of Chinese companies listed on the Shanghai and Shenzhen Stock Exchanges.
Changyou.com. We advised the lead managers on the $138 million IPO and listing on Nasdaq of Changyou.com, a leading online game developer and operator in China. This was the first IPO on Nasdaq and the second IPO in the United States in 2009.
China Lodging. We advised China Lodging, a leading economy hotel chain operator in China, on its $127 million SEC-registered IPO of ADSs.
Fantasia Holdings Group. We advised the initial purchasers on a $120 million Rule 144A/Regulation S offering of high-yield senior notes by Fantasia Holdings Group, a leading property developer and property-related service provider in China.
LDK Solar. We advised the lead managers on a $116 million SEC-registered offering of ADSs by LDK Solar, the world’s largest producer of solar wafers.
Fabrinet. We advised the joint bookrunners on the $97 million IPO of common stock of Fabrinet, a provider of precision optical, electro-mechanical and electronic manufacturing services to original equipment manufacturers of complex products, such as optical communication components, modules and sub-systems, industrial lasers and sensors.
ChinaCache International Holdings. We advised the joint bookrunners on the $96 million SEC-registered IPO of ChinaCache International Holdings, the leading provider of Internet content and application delivery services in China.
Green Energy Technology. We advised the joint bookrunners on a $77 million Rule 144A/Regulation S offering of GDSs by Green Energy Technology, a leading Taiwanese multicrystalline solar wafer manufacturer and a member of the Tatung Group.
Solarfun Power Holdings. We advised the placement agent on a $74 million dribble-out offering of ADSs by Solarfun Power Holdings.
RDA Microelectronics. We advised the lead managers on the $72 million initial public offering of ADSs by RDA Microelectronics, a Chinese fabless semiconductor company that designs, develops and markets RF and mixed signal semiconductors.
Synutra International. We advised Synutra International, a leading infant formula company in China, on its $63 million SEC-registered offering of common stock.
SinoMedia Holdings. We advised the joint global coordinators on a HK$407 ($52 million) Rule 144A/Regulation S IPO of common stock by SinoMedia Holding, a Chinese television advertising company.
Agile Property Holdings. We advised the sole solicitation agent in connection with a solicitation of consents by Agile Property Holdings from the holders of its 10% senior notes due 2016 to certain amendments to the indenture governing such notes.
Shimao Property Holdings. We advised the sole solicitation agent in connection with a solicitation of consents by Shimao Property Holdings from the holders of its senior floating-rate notes due 2011 and holders of its 8% senior notes due 2016 to certain amendments to the indenture governing such notes.

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Notable Matters