China Practice — Real Estate Development and Finance

Our China Team lawyers have been key participants in the legal, regulatory and commercial evolution of China's real estate market for the past thirty years.  As a result, our China Team lawyers have developed a leading reputation for having the knowledge, experience and relationships necessary to complete sophisticated real estate transactions in China, especially those involving multiple parties from multiple jurisdictions.  Our China Team lawyers have been involved in a wide variety of complex real estate transactions through the representation of many of the world's largest financial institutions, hotel groups, REITs, real estate funds and real estate operating companies. The team's diverse real estate practice includes:

• Acquisition and divestiture of major office buildings.
• Acquisition, divestiture, development and financing of hotel projects and residential apartment complexes and shopping centers.
• Large-scale financing transactions including construction finance, permanent finance, credit enhancement transactions and convertible mortgage transactions.
• Master lease transactions.
• Establishment of joint ventures and limited liability companies.
• Syndications.
• Restructurings of problem loans and real estate partnerships and joint ventures.
• Foreclosures.
• Office and industrial leasing.
• Preparation of right of use agreements.
• Purchase, resale and servicing of mortgage and equity portfolios.
• Negotiation and documentation of complex development and construction projects.

Representative China Real Estate Transactions

• Advised Credit Suisse on the offshore security for its guaranteed US$100 million financing of the Shanghai Square Project (and its subsequent restructuring), a 38-storey, 80,000-square-meter office and retail project in Shanghai.  This project received the "Real Estate and Construction Deal of the Year" award in 2006 from Asian Legal Business, which recognized the advanced level of legal services required to complete financings that were structured as dual-currency, onshore and offshore loans involving a complex series of offshore security arrangements that crossed multiple jurisdictions.
• Represented a subsidiary of CITIC, two subsidiaries of China Poly Group, Maeda Corporation (a Japanese group) and a subsidiary of Hong Kong Construction (Holdings) Limited (formerly known as Kumagai Gumi) in their disposal of 90% interest (in aggregate) in the West Tower of CITIC Plaza Serviced Apartment in Guangzhou, for the total consideration of HK$366 million.
• Represented Poly (Hong Kong) Investments Limited (formerly known as Continental Mariner Investment Company Limited), which is a subsidiary of China Poly Group and is listed on the Hong Kong Stock Exchange, in the following acquisition transactions:
  • part of the Shanghai Stock Exchange Building;
  • part of the Beijing Legend Garden Villas;
  • 75% interest in Beijing Poly Plaza;
  • 49% interest in the development of the Beijing Securities Building.
• Represented Ringo Trading Pte. Limited (the immediate holding company of Poly (Hong Kong) Investments Limited) in the acquisition of 50% interest in the development of Beijing Prosper Center.
• Represented Tak Sing Alliance Holdings Limited (a company listed on the Hong Kong Stock Exchange) in the acquisition of:
  • 28% interest in the Carrianna Friendship Square in Shenzhen;
  • Foshan Municipal Huaqiao Mansion.
• Represented Shenzhen Yijing Central Walk Retail Development Company Limited in a joint venture with a foreign investment fund for the continued development and operation of Central Walk, a new prestigious retail and entertainment destination underneath the newly planned Central City Park in Shenzhen.  The center is the first environmentally friendly mall in Asia, noted for its ecological architecture, use of natural materials and a natural green roof incorporating a noncommercial city park located above the retail area. The joint venture is based on an offshore structure and is the first partnership in Shenzhen involving a Chinese private enterprise and a foreign investment fund. 
• Represented Nanhai Plaza Limited in the sale of its Nanhai Plaza shopping mall in Fushan for US$78 million.  (Previously represented the client in a prior proposed transaction involving the potential sale of the shopping mall to a proposed REIT.) 
• Represented various major international hotel chains on investments in China including 15 joint ventures, which included two in Beijing ($90 million and $45 million) and one in Shenzhen ($40 million).
• Represented one of the largest real estate groups in Hong Kong on the upgrading of its Hong Kong hotel, which is part of a major international hotel chain.
• Represented the seller of a shopping complex on the disposition of a hotel, office and shopping complex in Nanjing for approximately RMB2.5 billion.
• Represented a Chinese land development agency on the restructuring of an insolvent United States company's land-use contract for land in Tianjin.
• Advised the Beijing Organizing Committee for the 2008 Olympic Games and China Construction Bank on structuring project financings for stadiums and related infrastructure.
• Represented Hong Kong's Mass Transit Railway Corporation on structuring and documenting two public/private partnership investments (Beijing and Shenzhen) for mass transit rail lines and adjacent real estate development projects, including issues relating to land rights acquisitions, utilities, relocation of residents and structures, construction contracting and risk sharing/mitigation in all phases of planning, design, bidding, contracting, financing and completion.
• Represents and advises Citigroup (2006–ongoing), Lehman Brothers (2006–ongoing) and Morgan Stanley (2005–ongoing) on real estate investments, real estate financings and real estate acquisition financings in China.
• Advised venture capital investors and other private investment funds in various real estate-related investments in China.
• Represented the landowner for a hotel development project in the management agreement and related documents for the development of a destination resort in the Beijing area, proposed to be operated by a major international hotel and resort company.
• Represented the project sponsor on the structuring, placement and documentation of an RMB1.7 billion (US$200 million) dual-currency, six-tranche project financing for a state-of-the-art storage and logistics facility in Shanghai.  This project received the 2005 "Logistics Deal of the Year" from Euromoney.
• Represented General Motors Corporation and its partner on the structuring and execution of one of the largest project financings in China, consisting of a dual-currency, multiple-tranche US$1.52 billion project financing for the acquisition and construction of a Buick plant in Shanghai.  This landmark transaction involved 35 international banks, 9 PRC banks, US$472 million and the RMB equivalent of US$350 million under a series of five secured, multi-currency loan agreements.

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