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Overview

Rose Zhu has extensive experience in cross-border transactions, some of which are high-profile, ground-breaking transactions. She has practiced in the United States, Hong Kong and China, and is included in the A-List of China Business Law Journal of top lawyers and Strathmore’s Who’s Who Directory.

Rose's major clients include COFCO, Sinochem Corp., China Development Bank, China Construction Bank, China Minmetals, HNA Capital, Agricultural Bank of China, China CITIC Bank, Postal Savings Bank of China, Bank of China, Sinofert Holdings, China Jinmao, CNIC Corporation, China Foods, Guodian Group, Three Gorges Finance, Chalco, Shanghai Railway Bureau, Chongqing Machinery, Kunming Dianchi Water, Guangshen Railways, PPG, IBM, Lucent, Goldman Sachs, Morgan Stanley, Citigroup, JPMorgan, UBS and Credit Suisse, among others.

Rose's practice concentrates in the areas of capital markets, mergers and acquisitions and financings. Within capital markets, she has led debt and equity offerings for both underwriters and issuers in relation to a wide range of industries, and has led public offerings on the NYSE, Nasdaq and HKSE. For mergers and acquisitions, she has led outbound and inbound transactions, including stock and asset, private and public, and friendly and private equity transactions. Her bank financing experience includes a variety of secured and syndicated lending transactions, with a focus on leveraged finance transactions.

Capital Markets Transactions

Equity Capital Markets

  • Represented Kunming Dianchi Water Treatment Co., Ltd. in its IPO in Hong Kong.
  • Represented Guodian Technology & Environment Group Corporation Limited in its USD363 million IPO in Hong Kong.
  • Represented the underwriters (led by CICC, Goldman, Morgan Stanley, Deutsche Bank, J.P. Morgan, Macquarie and ABCI) in connection with Agricultural Bank of China’s USD22.1 billion dual listing in Hong Kong and Shanghai.
  • Represented a large PRC railway transportation company in its proposed billion-dollar dual listing in Hong Kong and Shanghai.
  • Represented Chongqing Machinery & Electrical Co. in its USD168 million IPO in Hong Kong.
  • Represented the underwriters (led by UBS and BOCI) in connection with China National Materials Group Corporation’s USD700 million IPO in Hong Kong.
  • Represented the underwriters in Shui On Group’s IPO in Hong Kong.
  • Represented Goldman Sachs, as the lead underwriter, in the IPO of the hotel and other real estate businesses of Shanghai Industrial Investment (Holdings) Company Limited.
  • Represented China Construction Bank in its USD9 billion IPO in Hong Kong.
  • Represented the underwriters (led by Goldman) in connection with TravelSky’s IPO in Hong Kong.
  • Represented China Huajian in its proposed IPO on the Nasdaq.
  • Represented the underwriters in connection with the IPO of CyberShop on the Nasdaq.
  • Represented the underwriters in connection with the proposed IPO of BMJ Corp. on the NYSE.
  • Represented Chalco, Guangshen Railways, Guodian Technology & Environment Group Corporation and other companies in relation to their U.S. or Hong Kong securities law work.

Debt Capital Markets

  • Represented the underwriters (led by Citigroup Global Markets, HSBC, J.P. Morgan, DBS Bank Ltd., Goldman Sachs, Standard Chartered and UBS AG) in connection with the subsequent establishment of USD5 billion Medium Term Notes Programme by Sinochem Hong Kong (Group) Company Limited.
  • Represented Merrill Lynch (Asia Pacific) Ltd. as the sole underwriter in connection of the offering USD300 million 3.124% bonds due 2022 by Sinochem Offshore Capital Company Limited (guaranteed by Sinochem Hong Kong Group Company Limited).
  • Represented a listed issuer in connection with its proposed debt offering.
  • Represented the underwriters (led by RBS, Deutsche Bank, Goldman, J.P. Morgan, HSBC and DBS) in connection with Franshion Properties' offering of senior secured U.S. dollar notes (5-year, 5.75%).
  • Represented UBS AG and HSBC Bank as underwriters in connection with the offering of CHF250 million 0.76% bonds due 2022 by Sinochem Offshore Capital Company Limited (guaranteed by Sinochem Hong Kong Group Company Limited).
  • Represented the underwriters (led by ANZ, Bank of China, CACIB, DBS, HSBC, J.P. Morgan and Standard Chartered) in connection with the issuance of RMB2.5 billion 3.55% Senior Guaranteed Notes (3 years) by Sinochem Hong Kong (Group) Company Limited.
  • Represented HNA Capital Group Co., Ltd. in connection with its offshore SPV’s offering of USD200 million and the tap offering of USD30 million 4.5% bonds due 2018 (guaranteed by a third party guarantor, China United SME Guarantee Corporation, and underwritten by Barclays Bank, Bank of China, China Everbright Securities and Guotai Junan International).
  • Represented the underwriters (led by Citigroup Global Markets, HSBC, J.P. Morgan, ANZ, DBS Bank Ltd., Goldman Sachs, and UBS AG) in connection with the issuance of USD500 million 3.25% Senior Guaranteed Notes (5 years) by Sinochem Hong Kong (Group) Company Limited.
  • Represented J.P. Morgan as sole underwriter in connection with the offering of RMB300 million 6.5% bonds due 2018 by China Financial Services Holdings Limited (guaranteed by a third party guarantor, China United SME Guarantee Corporation); the deal won a finalist position for Financial Times’ 2016 Innovation in Finance Law Award.
  • Represented the underwriters (led by Citigroup Global Markets, HSBC, J.P. Morgan, DBS Bank Ltd., Goldman Sachs, Standard Chartered and UBS AG) in connection with the initial establishment of USD3 billion Medium Term Notes Programme by Sinochem Hong Kong (Group) Company Limited.
  • Represented J.P. Morgan in connection with the overseas offering of RMB-denominated bonds by a Chinese financial institution.
  • Represented the underwriters (led by J.P. Morgan, HSBC and Standard Chartered) in connected with the offering of RMB-denominated bonds by a large state-owned company (a Hong Kong listed company).
  • Represented a listed company in Hong Kong in its proposed dim sum bonds offering, underwritten by Goldman, BAML and BOCI.
  • Represented Mandra Forestry Finance in its USD195 million offering of senior notes and warrants, underwritten by Morgan Stanley.
  • Represented Globe Telecom in its USD100 million offering of senior notes and consent solicitation, underwritten by UBS and Citigroup.
  • Represented Credit Suisse in connection with the issuance of USD500 million convertible subordinated notes by SINA.
  • Represented Zhuhai City in its bond (senior and junior) tender offers on behalf of the Zhuhai City’s high way companies.
  • Represented Morgan Stanley in connection with the issuance of USD200 million exchangeable bonds by Chi Mei.
  • Represented Credit Suisse in connection with the issuance of USD125 million subordinated notes by Human Genome Sciences.
  • Represented Citigroup in connection with the initial issuance of USD104 million convertible bonds by KGI Securities.
  • Represented Lehman and Bear Stearns in connection with the issuance of USD300 million senior notes by Loral Space.
  • Represented the underwriters in connection with the offerings of convertible debt securities by Taishin Bank.
  • Represented the underwriters in connection with debt and equity offerings on the Nasdaq and NYSE by Loral Space & Communications, Globalstar, CyberShop and other U.S. companies.
  • Represented the underwriters in connection with the debt or equity offerings made by BMJ, IntraLinks, Arima and Orient Semiconductor Electronics.

M&A Transactions

  • Represented COFCO Limited in its acquisition of Chinatex Corporation.
  • Represented China Foods in a proposed M&A transaction involving multiple parties.
  • Represented China Minmetals Corporation in its strategic restructuring with China Metallurgical Group Corporation.
  • Represented Sinochem in its proposed acquisition of Nufarm, a company listed on the Australia Stock Exchange.
  • Represented Bank of China in its proposed purchase of shares of a French bank.
  • Represented an Australian metals and mining company in its proposed acquisition of a gold mine in Africa.
  • Represented China Construction Bank in connection with multi-billion dollar strategic investments (exceeding USD4.0 billion) made by Bank of America and Temasek.
  • Represented China Foods in its sale of the small-pack edible oil business to another company listed on the Stock Exchange of Hong Kong.
  • Represented a PRC SOE in the metals and mining industry in its proposed acquisition of a copper mine in Africa.
  • Represented PPG in its proposed acquisition of a PRC listed company.
  • Represented Asia Cement in connection with its proposed establishment of a joint venture with China Shanshui Cement, both companies are listed in Hong Kong.
  • Represented a state-owned media corporation in its proposed acquisition of a U.S. online education company.
  • Represented China Foods in its RMB611 million sale of COFCO Le Conte Food (Shenzhen) Co., Ltd.
  • Represented Gaw Capital in its acquisitions of, and investments in, several targets and potential targets in real estate, life sciences, healthcare and other companies, including a few headline deals.
  • Represented a PE firm in its proposed investment in a company.
  • Represented China Foods in the sale of COFCO Junding Vineyard Co., Ltd. and Shandong COFCO Junding Wines & Spirits Co., Ltd.
  • Represented a buyer’s group in connection with its proposed acquisition of a Nasdaq-listed company.
  • Represented Citigroup in its proposed investment in one of China’s restricted sectors.
  • Represented a major international financial institution in its proposed billion-dollar acquisition of a PRC reinsurance company.
  • Represented Wolters Kluwer in its acquisition of a PRC medical education company.
  • Represented Sage in its acquisitions of PRC companies.
  • Represented Lucent in its proposed merger with Alcatel.
  • Represented U.S. Steel in its separation from Marathon Oil.
  • Represented China Double-Bridge Corporation in its reorganization.
  • Represented IBM in its acquisition of Informix’s assets.
  • Represented TravelSky Technology Limited in its restructuring.

Banking and Financing Transactions

  • On the “Foreign Legal Experts” panel of the China Banking Regulatory Commission.
  • Representing China CITIC Bank, China Minsheng Bank, China Development Bank and CNCB in connection with their various cross-border leveraged finance transactions.
  • Representing China Development Bank in connection with its various offshore loans and ship financing transactions.
  • Represented China CITIC Bank in connection with its provision of financing facilities to a PE-led consortium, for such consortium's equity investment in an acquisition vehicle, formed to acquire a listed company.
  • Represented China CITIC Bank in connection with its provision of leveraged financing facilities to a Hillhouse-led group, for such group’s acquisition of Belle International, a company listed on the Stock Exchange of Hong Kong.
  • Represented China CITIC Bank in connection with its provision of leveraged financing facilities to HNA Tourism, for HNA Tourism's acquisition of Carlson Hotels Inc., which controls Rezidor Hotel Group AB, a subsidiary listed on the Stockholm Stock Exchange.
  • Represented China Construction Bank, Bank of China, Bank of Communications, China Development Bank, China CITIC Bank, China Minsheng Bank, Industrial Bank, Bank of Beijing and a few other PRC banks as creditors in connection with the bankruptcy or insolvency proceedings of several Lehman entities in New York, London, the Netherlands, Switzerland and other jurisdictions.
  • Represented Agricultural Bank of China in connection with its various offshore lending transactions.
  • Represented Bank of China in connection with its various offshore lending transactions.
  • Represented Postal Savings Bank of China in connection with its various offshore transactions.
  • Represented J.P. Morgan Chase in connection with its provision of multi-tranche term and revolving loans to General Cable Corporation and its affiliates, fully secured (USD 1.1 billion).
  • Represented J.P. Morgan Chase and other syndicated banks in connection with their provision of multi-tranche term and revolving credit facilities to Triton PCS, Inc.
  • Represented Citibank in connection with its provision of multi-tranche term and revolving credit facilities to Cross Country Staffing, Inc.
  • Represented Citibank in connection with its provision of multi-tranche term loans to McDermott International, Inc.
  • Represented Credit Suisse in connection with its provision of multi-tranche bridge, term and revolving credit facilities to ChipPac, Inc.
  • Represented J.P. Morgan Chase in connection with its provision of USD3 billion revolving and term loan facilities to Alcoa Inc.
  • Represented J.P. Morgan Chase in connection with its provision of multi-tranche term and revolving credit facilities to IWO Corporation.
  • Represented J.P. Morgan Chase in connection with its provision of standby facility to Popular, Inc.

Education

  • Stanford Law School, J.D., with honors, Managing Editor, Stanford Journal of International Law, Lead Editor, Stanford Journal of Law, Business & Finance
  • Duquesne University, M.A.
  • Beijing University of Aeronautics and Astronautics, LL.B., with honors

Bar Admissions

  • Registered Foreign Lawyer, The Law Society of Hong Kong
  • New York

Languages

  • English
  • Mandarin

Recognition

  • Named to "The A-List: China’s Elite Lawyers (International)" by China Business Law Journal (2019-2021)
  • Finalist, Financial Times 2016 Innovation in Finance Law Award
  • Member, Strathmore’s Who’s Who Directory Education