Greater China

Greater China Practice - At a Glance

With deep ties to Asia's entrepreneurial, financial, investor, and legal communities, Wilson Sonsini has developed a strong and thriving practice in Greater China and neighboring regions. Wilson Sonsini opened an office in Shanghai in 2007, added one in Hong Kong in 2010, and opened another in Beijing in 2012.

The firm's China-based attorneys offer a wide array of legal services and work closely with their colleagues in the U.S. and Europe to leverage the firm's experience and resources on a global scale. Led by an experienced team of Greater China-based partners who are recognized experts in U.S. and Hong Kong capital markets, private equity, M&A, and corporate governance, our fully integrated group has more than 50 bilingual professionals. Drawing on Wilson Sonsini's comprehensive platform of practice areas and industry groups, our firm also represents both U.S.- and Asia-based companies and funds in corporate, private equity, and venture capital investments; joint ventures; technology transactions; IP matters; antitrust counseling; arbitration; and litigation. Of note, the attorneys in the firm's Hong Kong office advise clients on matters governed by both U.S. and Hong Kong laws.

Our clients include leading companies across a broad range of technology, healthcare, and consumer industries, including biotech, medical devices and pharmaceuticals; communications and networking; internet and digital media; education (edtech); mobile devices and apps; software and hardware; semiconductors; and renewable energy. In addition, our attorneys' deep and nuanced understanding of China's business and political landscapes, as well as its culture, makes the firm an ideal partner for companies, private equity and venture capital funds, and financial institutions in the region.

Global Capital Markets

Relevant Experience

Wilson Sonsini regularly represents companies and underwriters in connection with U.S. SEC-registered and Hong Kong Stock Exchange offerings, representing both issuers and underwriters. In a recent four-year period, our Greater China practice acted on more than 40 U.S. and Hong Kong IPOs. Recent examples include:

• Issuer's counsel to Quan-taSing in its US$40 milion IPO and listing on the Nasdaq Global Market.
• Issuer’s U.S. and Hong Kong counsel to Fenbi Ltd. in its HK$198.0 million IPO and listing on the Main Board of the Stock Exchange of Hong Kong.
• Issuer’s U.S. and Hong Kong counsel to Huafang Group Inc. in its HK$128.8 million IPO and listing on the Main Board of the HKSE.
• Hong Kong counsel to joint sponsors (Huatai Financial Holdings [Hong Kong] Ltd. and ABCI Capital Ltd.) and the underwriters in the global offering and listing in Zibuyu Group Limited's HK$229.9 million IPO and listing on the Main Board of the HKSE.
• Issuer’s U.S. and Hong Kong counsel to LEPU ScienTech Medical Technology (Shanghai) Co., Ltd. in its HK$654.6 million IPO and listing on the Main Board of the HKSE.
• Issuer’s U.S. counsel to Nano Labs Ltd. in its US$83.4 million IPO and listing on the Nasdaq Global Market.
• Issuer’s U.S. counsel in Helens International Holdings Company Limited’s HK$2.66 billion IPO and listing on the Main Board of the HKSE.
• Issuer’s U.S. counsel in Zero2IPO’s HK$440 million IPO and listing on the Main Board of the HKSE.
• Issuer’s U.S. counsel in First High-School Education Group Co., Ltd’s US$75 million IPO and listing on the New York Stock Exchange.
• Issuer’s U.S. counsel in Cloopen’s US$368 million IPO and listing on the New York Stock Exchange.
• Underwriters’ Hong Kong counsel in Fulu Holdings’ HK$890 million IPO and listing on the Main Board of the HKSE.
• Issuer’s lead international counsel to VeriSilicon Microelectronics in its RMB1.86 billion ($268.8 million) IPO and listing on the Sci-Tech Innovation Board (STAR Market) of the Shanghai Stock Exchange.
• Underwriters’ U.S. and Hong Kong counsel in Zhenro Services’ HK$1071.5 million IPO and listing on the Main Board of the HKSE.
• Issuer’s U.S. counsel to Ebang International in its $100.8 million IPO on the Nasdaq Global Select Market.

Wilson Sonsini has also assisted Greater China-based clients in other public offerings, private placements, and going-private transactions. For example:

• In November 2022, Wilson Sonsini acted as the U.S. legal counsel to TuanChe in its US$15 million registered direct offering.
• In September 2021, Wilson Sonsini acted as the U.S. legal counsel to Pujiang International Group Limited in Ossen Innovation Co., Ltd.’s merger with New Ossen Innovation Limited, a special-purpose vehicle wholly owned by New Ossen Group Limited, a subsidiary of Pujiang International Group Limited.
• In September 2021, Wilson Sonsini acted as international counsel to Warburg Pincus and international co-counsel to the buyer group in 58.com’s US$8.7 billion going-private transaction.
• In December 2020, Wilson Sonsini acted as legal counsel for the convertible notes investors led by Silver Lake in TAL Education Group’s US$3.3 billion private placement.
• In November 2020, Wilson Sonsini acted as international counsel to PW Medtech Group Limited in the share sale and China Biologic Products Holding’s going-private transactions, and as the co-U.S. legal counsel and Hong Kong legal counsel to the buyer group in CBPO’s going-private transaction.

M&A and Private Equity

Relevant Experience

Our China team acts on the full range of M&A transactions involving technology, healthcare, consumer, and other growth enterprises at all stages of development. The firm has advised on a significant number of M&A and private equity deals involving Chinese companies. In fact, during a recent 12-month period, the firm advised on more than 30 transactions, with an aggregate value of more than $20 billion.

Our M&A experts have unparalleled experience advising companies on both the buy and sell sides of negotiated and contested transactions, including the following:

• Small "tuck-in" acquisitions
• Large-scale public company acquisitions
• Strategic mergers and business combinations
• Going-private transactions
• Complex cross-border joint-venture transactions
• Asset acquisitions
• Spin-offs
• Other business dispositions

When it comes to private equity, Wilson Sonsini's China attorneys regularly act for financial sponsors across the complete spectrum of buyout and investment transactions, including public company "take-private" deals, private investments in public equity (PIPEs), private company buyouts, growth and later-stage financings, venture capital investments, and various portfolio company transactions. Our clients include many leading PE and growth equity funds in both the U.S. and China, such as Warburg Pincus, Sequoia Capital China, Boyu Capital, CDH Investments, and L Catterton. In addition, we have represented U.S.- and China-based corporate clients, including DJI and Tencent, in their investments and acquisitions, as well as with respect to technology transactions.

Select M&A and Private Equity Matters

Wilson Sonsini represented the following clients in connection with China-related M&A and private equity transactions during the last three years:

Change-of-Control M&A Transactions

• Acted for AIWAYS Holdings Limited in its agreement and plan of merger with China Liberal Education Holdings Limited, pursuant to which AIWAYS merged with a wholly-owned subsidiary of CLEU. At the time, AIWAYS and CLEU had equity values of US$5.5 billion and approximately US$37.9 million, respectively.
• Acted as international counsel to Wallaby Medica on the acquisition of phenox GmbH, a German-based global innovation and technology leader in the neurovascular space, for a total consideration of approximately EUR 500 million.
• Acted for FinFront Holding Company (BitFuFu) in its business combination with Arisz Acquisition Corp. through which BitFuFu will become a publicly listed company on Nasdaq. The transaction values BitFuFu at a pro forma enterprise value of approximately US$1.5 billion.
• Acted for Hou An Innovation Fund, which is controlled by Hopu Investment (a Chinese private equity fund) on its acquisition as part of a consortium of a 51% stake in British chipmaker Arm Holdings’ Chinese business, Arm Technology China, for US$775 million.
• Acted for private equity firm Warburg Pincus on its CHF100 million acquisition of Swiss multinational corporate group DKSH’s China based healthcare business.
• Advised private equity firms Boyu Capital, 6 Dimensions Capital, and Temasek in a transaction valued at $250 million that created Viela Bio, an independent inflammation- and autoimmunity-focused biotech company that formed after spinning out six molecules from MedImmune, the global biologics research and development arm of AstraZeneca.

Contested Acquisitions

• Management shareholders and a buyer consortium in the contested acquisition of control and subsequent $3.5 billion privatization of Autohome
• Buyer consortium and management shareholders in the $1.1 billion privatization of Zhaopin Ltd.
• China Biological Products in the adoption and application of a poison pill to successfully defend acquisition attempts—the first announced application of a poison pill plan by a U.S.-listed Chinese company
• China Tianrui Group Cement in a contested acquisition of a controlling stake in Hong Kong-listed China Shanshui Cement Group—the first hostile takeover between two Hong Kong-listed Chinese companies

A Number of Novel and First-of-Kind Transactions

The firm has an outstanding record of advising on change-of-control M&A and going-private transactions in the China market and has exceptional strength and experience in contested acquisitions, which have become increasingly common in recent years. We have enabled clients to successfully design, structure, and implement many creative and groundbreaking transactions or takeover defense mechanisms, such as:

• The first private-equity-sponsored going-private transaction of a Hong Kong-listed company
• The first asset spin-off by a U.S.-listed Chinese company in exchange for a controlling stake in a PRC-listed Chinese company
• The first hostile takeover between two Hong Kong-listed Chinese companies
• The first announced application of a poison pill for a Chinese company listed in the U.S.
• The first successful private equity investor-led board and management reshuffling of a U.S.-listed Chinese company

Litigation

Wilson Sonsini's strength in litigation rests on a sophisticated understanding of our clients' businesses and our ability to execute creative and aggressive responses to the problems commonly encountered by public and private companies, whether it is in their best interests to sue, defend, settle, or engage in alternative dispute resolution. Our expertise includes litigation related to securities, mergers and acquisitions, antitrust issues, intellectual property, and corporate governance.

Our representative cases for China-based clients include representing:

• Hebei Welcome Pharmaceutical Co. and North China Pharmaceutical Group in antitrust litigation before the U.S. Court of Appeals for the Second Circuit and the U.S. Supreme Court
• Fang Holdings in shareholder class actions in the U.S.
• SinoTech Energy in shareholder class actions and SEC investigations in the U.S.
• A-Power Energy in shareholder class actions and SEC investigations in the U.S.
• SMIC in various IP litigations, including the case with TSMC

We also successfully defended a private equity consortium in the first expedited hearing process brought under the Hong Kong International Arbitration Center (HKIAC), obtaining a complete victory for the client, including dismissal of all claims and an award of substantial costs and fees.

Intellectual Property and Technology Transactions

We partner with technology, life science, media, and growth enterprises of all types to leverage and protect their intellectual assets most effectively. Our strengths in technology transactions and IP matters, together with our China-based corporate attorneys, position us to serve technology-focused growth enterprises in China.

We help companies build and implement successful new business models, develop and execute strategic IP litigation, structure and negotiate technology and media transactions, and consult on long-term IP strategies. We have an on-the-ground team in Beijing supporting a Mandarin-speaking U.S.-based IP team, and handle patent prosecution and other IP work for a broad range of Chinese companies, particularly in the pharmaceutical and biotech industries. We have also represented Chinese companies in complex cross-border technology transactions, such as Jiangsu Hengrui Medicine Co., Ltd. (Hengrui) in its global licensing deal with Incyte and its licensing arrangements with Oncolys BioPharma.

Antitrust and CFIUS

Widely recognized as one of the top global competition law practices, 's antitrust attorneys assist clients with the most important bet-the-company litigation, merger reviews, conduct investigations, and cartel matters. We advise clients regarding a full array of counseling and compliance issues, including pricing, distribution, vertical restrictions, standard-setting activities, joint ventures, and patent pooling. In addition, the firm has extensive experience representing clients in antitrust matters before U.S. courts and international competition authorities, including China's National Development & Reform Commission (NDRC) and the Ministry of Commerce (MOFCOM). Among other matters, successfully represented Hebei Welcome Pharmaceutical Co. and North China Pharmaceutical Group before the U.S. Court of Appeals for the Second Circuit, which overturned a judgment against both companies in litigation involving allegations of vitamin C price-fixing. The firm also represented Seagate in connection with its acquisition of Samsung's hard-drive division.

When Committee on Foreign Investment in the United States (CFIUS) issues arise, Wilson Sonsini has a team of national security attorneys ready to advise clients regarding the CFIUS process and represent them at every stage of review. When appropriate, we work to engage CFIUS in informal discussions concerning the proposed transaction. When clients seek formal CFIUS review, our attorneys assist in preparing submissions to CFIUS and dealing with its departments and agencies. We also have the experience required to interact with other key stakeholders in the CFIUS process, including members of the U.S. Congress, and, where necessary, to prepare for and deal with the public attention and scrutiny that CFIUS may bring to a proposed transaction. Our national security team includes attorneys who have served as senior officials in the U.S. Department of Justice, the U.S. Department of Commerce, the U.S. military, and the U.S. Department of State—all of which are charged with enforcement and oversight of national security laws and regulations.