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Dentons advises Beijing Enterprises Water Capital Management on bond issuance

On May 2, 2018, Beijing Enterprises Water Capital Management Holdings Co., Ltd. (the "Company") successfully listed US$500 million US dollar bonds on the Hong Kong Stock Exchange. The five-year bond is issued at a fixed interest rate of 4.95%, and secured by unconditional, irrevocable guarantees provided by Beijing Enterprises Water Group Limited ("BEWG", HKSE: 00371). The joint lead managers included Deutsche Bank AG, UBS AG, Mizuho Securities Aisa Limited, Bank of China (Hong Kong) Limited, and China CITIC Bank International Limited, etc.

Dentons Beijing senior partner Feng Wang, partner Sara Qian, and paralegal Jiajing Niu acted as the Chinese legal counsel for the issuer. The team conducted due diligence on all aspects related to Chinese laws and regulations, and issued an English version attorney's opinion letter on the issuance for both the issuer and the guarantor.

The Company is a wholly-owned subsidiary of BEWG that was incorporated in the British Virgin Islands specifically for the purpose of this issuance. BEWG is a company incorporated in Bermuda and listed on the Main Board of the Hong Kong Stock Exchange. Although the issuer and the guarantor in this case were both offshore companies, they were recognized as overseas enterprises controlled by the onshore PRC enterprise – Beijing Enterprises Group Co., Ltd. Therefore, under the National Development and Reform Commission (the "NDRC")'s Circular on Promoting the Reform of the Filling and Registration System for Issuance of Foreign Debt by Enterprises (NDRC 2015, No. 2044), this US dollar bond must be filed and registered with the NDRC prior to its issuance, and the Company must file with the NDRC within 10 business days following the issuance of the bond.

The operational model for this case is as follows. First, Beijing Enterprises Group Co., Ltd. obtained the 2018 foreign debt issuance scale approval from the NDRC, successfully receiving the quota for foreign debt. Afterwards, Beijing Enterprises Group Co., Ltd. issued a confirmation letter, agreeing that the Company can issue the US$500 million bond within the scope and validity of the foreign debt quota.