Davis Polk & Wardwell LLP advised the Agricultural Bank of China (ABC) on its global offering of H shares, consisting of an initial public offering on the Hong Kong Stock Exchange and an international offering in reliance on Rule 144A and Regulation S, with a concurrent offering of A shares listed on the Shanghai Stock Exchange. The international offering also included a public offering without a listing to investors in Japan. The IPO, with total proceeds of over US$22 billion following the exercise of over-allotment options, is the largest IPO ever, surpassing the IPO of the Industrial and Commercial Bank of China in 2006, on which Davis Polk also advised the issuer.

China International Capital Corporation Hong Kong Securities Limited, Goldman Sachs (Asia) L.L.C., Morgan Stanley Asia Limited, Deutsche Bank AG, Hong Kong Branch, J.P. Morgan Securities Ltd., Macquarie Capital Securities Limited and ABC International acted as joint book runners for the global offering.

Headquartered in Beijing, the Agricultural Bank of China is a leading commercial bank in China in terms of total assets, loans and deposits. With the largest domestic distribution network among the large commercial banks in China by way of branch outlets, ABC provides an extensive range of commercial banking products and services.

The Davis Polk corporate team included partners Show-Mao Chen and Howard Zhang of the Beijing office, Richard A. Drucker and Luigi L. De Ghenghi of the New York office, counsel Yixin (Christine) Chen of the Beijing office, associates Li He of the Beijing office, Meng Lai of the Hong Kong office, Mark Y. Li, Daying Zhang and Meng Ding of the New York office, and legal specialists Xiaotong (Lisa) Yuan of the Beijing office and Han (Annie) Shen and Ying Su of the Hong Kong office. Partner John D. Paton and associate Adam B. Perry of the London office provided tax advice. Counsel William B. Hoffman of the Washington DC office provided OFAC related advice. Associate Catherine L. Martin of the New York office provided 1940 Act advice. Nian Liu and Ping (Clarice) Wei of the Beijing office were the legal assistants on the transaction.