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JunHe assists SHFTZ in its offshore bonds issuance – a world first


On November 8, 2019, Nanjing Southeast State-owned Assets Investment Group Co., Ltd. issued China (Shanghai) Pilot Free Trade Zone (SHFTZ) and offshore bonds (the “Matter”), which was the first recorded case in the world. China Central Depository & Clearing Co., Ltd. ("CCDC") performed the services of inter alia, issuance, registration, agent interest payment and redemption and information disclosure for the Matter. The issued bonds were the first ones dedicated to investors in the SHFTZ and offshore investors. It was also the first time CCDC performed the services of registration, custody and settlement for offshore bonds.

As legal counsel to CCDC, JunHe provided the company with full-process legal services for the subject bonds issuance. This included, without limitation, reviewing and revising the bonds issuance, the registration and redemption of the agency service agreement and assisting CCDC to participate in the negotiations in respect to the bonds issuance. JunHe advised CCDC with regard to the international requirements for offshore bonds issuance and issued PRC legal opinions.

JunHe has, as legal counsel to the issuers or the underwriters, provided legal services for over 200 domestic institutions in over 300 offshore bonds issuances, ranking among the top PRC law firms in this category. JunHe’s domestic and overseas offices have also provided domestic and overseas one-stop legal services for offshore bonds issuance.

This case, in which the SHFTZ and offshore bonds were issued, is a landmark of JunHe’s service in terms of its bonds-related legal practice. Other pioneering bonds issuance matters in which JunHe participated or consummated include:

  • The first case in which a PRC domestic enterprise issued perpetual bonds abroad (China Minmetals’ offshore perpetual bonds issuance);

  • The first case in which a commercial bank issued offshore secondary bonds (Bank of Communications’ offshore secondary bonds issuance);

  • The first case in which a commercial bank issued green bonds (Agricultural Bank of China’s offshore green bonds issuance);

  • The first case in which a foreign bank issued RMB bonds in Hong Kong (HSBC China’s RMB bonds issuance in Hong Kong);

  • The first case in which a commercial bank’s SHFTZ branch issued offshore bonds (Industrial Bank SHFTZ Branch’s CD)

  • The first case in which a North American commercial bank issued panda bonds (National Bank of Canada’s panda bonds issuance);

  • The first case in which Middle Eastern sovereign panda bonds were issued (UAE’s Sharjah government’s sovereign panda bonds issuance);

  • The first case in which panda bonds with a guarantee structure were issued (Air Liquide’s panda bonds issuance).

The lead partners in this matter were Mr. LI, Chenliang and Mr.TAO, Xudong of JunHe's Shanghai office, Mr.YU, Yongqiang (YY) from JunHe's Beijing office and Mr.Chris Tang, from JunHe's Hong Kong office.

JunHe is the only Chinese law firm to be admitted as a member of Lex Mundi and Multilaw, two international networks of independent law firms. JunHe and selected top law firms in major European and Asian jurisdictions are “best friends.” Through these connections, we provide high quality legal services to clients doing business throughout the world.