Wanda Woo is a partner in the Hong Kong office of Shearman & Sterling, where she focuses on Hong Kong capital markets transactions, including initial public offerings, share placings, rights offerings, bond offerings, and other corporate compliance work associated with the Stock Exchange of Hong Kong and the Hong Kong Securities and Futures Commission.

Wanda has extensive experience advising issuers and underwriters in these transactions, counseling clients on HKSE listing rules, and working with top-tier investment banks.

Equity Capital Markets

• WuXi AppTec Co., Ltd. in its approximately HK$7.37 billion placing of new H shares*
• Ascentage Pharma Group International in its approximately HK$702 million placing of new shares*
• China International Capital Corporation Limited (CICC) in the HK$497 million IPO of Sirnaomics Ltd. (2257.HK) on the HKSE*
• CPE as controlling shareholder in the HK$1.492 billion IPO of Yonghe Medical Group Co., Ltd. (2279.HK) on the HKSE*
• CPE as controlling shareholder in the HK$1.63 billion IPO of Acotec Scientific Holdings Limited on the HKSE*
• China International Capital Corporation Hong Kong Securities Limited and CLSA Limited in the HK$952 million IPO of Qingci Games Inc. (6633.HK) on the HKSE*
• The underwriters including Southwest Securities (HK) Capital Limited, ABC International, China Galaxy International, China Securities (International) Corporate Finance Company Limited and Haitong International in the HK$1.18 billion IPO of Shandong Fengxiang Co., Ltd. on the HKSE*
• The sponsors in the spin-off and listing of a subsidiary of a conglomerate specialized in the introduction, management and marketing of international drugs*
• Ascentage Pharma Group International in its approximately HK$416 million IPO on the HKSE*
• Sinco Pharmaceuticals Holdings Limited (6833.HK) on its global offering and primary listing on the HKSE*
• Harmonicare Medical Holdings Limited (1509.HK), a private obstetrics and gynecology hospital group, on its US$205.1 million global offering and primary listing on the HKSE*
• WuXi Biologics Holdings Limited on the sale of its existing shares of WuXi Biologics (Cayman) Inc. for a consideration of approximately US$650 million*
• Shanghai Dongzheng Automotive Finance Co., Ltd. in its approximately HK$3.36 billion IPO of H Shares on the HKSE*
• CITIC PE as controlling shareholder on the HK$630 million IPO of Manpowergroup Greater China Limited on the HKSE*
• JP Morgan, CLSA, Citi, HSBC, Fosun Hani, ABCI Capital, AMTD Global, CreditAgricole CIB, CMB International, Haitong International, ICBC International, Natixis, Nomura International, Societe Generale, Futu Securities, Guotai Junan, Head & Shoulders, SBI China, and Zhongtai International, in the US$449 million IPO on the HKSE of Fosun Tourism Group (1992.HK), a leading leisure-focused integrated tourism group that owns or has strategic partnerships with a portfolio of world-renowned brands, including Club Med, Atlantis, and Thomas Cook*
• CICC, Deutsche Bank, and Citigroup, as joint global coordinators and joint bookrunners, in the US$149 million IPO on the HKSE of Inke Limited (3700.HK), the largest mobile live streaming platform in China in terms of average monthly active streamers in 2017*
• The underwriters led by Morgan Stanley and JP Morgan on the proposed global offering of Welab Holdings Ltd. on the HKSE*
• The underwriters in the IPO of China Feihe Limited on the HKSE*
• Future Land Development Holdings Limited on its approximately US$200 million top-up placing*
• Citi as the sole placing agent for the Hong Kong-listed CIFI Holdings (Group) Co. Ltd. in the placing and top-up subscription of approximately US$66.01 million worth of shares*
• BOCI Asia Limited and Citigroup Global Markets Asia Limited as sponsors on the US$208 million IPO of VPower Group International Holdings Limited (1608.HK) on the HKSE*
• Bank of America Merrill Lynch and Morgan Stanley as joint sponsors in the approximately US$1.15 billion (prior to the exercise of the over-allotment option) IPO of Dali Foods Group Company Limited on the Main Board of the HKSE*
• Morgan Stanley Asia Limited, Goldman Sachs (Asia) LLC and China International Capital Corporation Hong Kong Securities Limited as the underwriters in the approximately US$248 million primary listing and global offering of IMAX China holding, Inc., a subsidiary of IMAX Corporation, on the Main Board of the HKSE*
• GE Capital Aviation Services (GECAS) in its approximately US$700 million proposed IPO on the HKSE (aborted)*
• Citigroup Global Markets Asia Limited and UBS AG, Hong Kong Branch, DBS Asia Capital Limited and Standard Chartered Securities (Hong Kong) Limited as underwriters in the US$114 million global offering and listing of H Shares of Beijing Digital Telecom Co., Ltd. on the Main Board of the HKSE*
• The underwriters led by BOCI Asia Limited on the US$500 million primary IPO of China Machinery Engineering Corporation (1829.HK) on the Main Board of the HKSE*
• Bank of America Merrill Lynch, Morgan Stanley, and China Merchants Securities as sponsors on the approximately US$510 million IPO of WuXi Biologics (Cayman) Inc. (2269.HK) on the HKSE*
• CMGE Technology Group Limited in its HK$1.3 billion IPO on the HKSE*
• The underwriters led by China Galaxy International Securities and CICC in the IPO of Sun Car Insurance Agency Co., Ltd. on the HKSE*
• The underwriters led by Morgan Stanley on the US$265 million global offering of China National Building Material Company Limited (3323.HK) and the listing of its H shares on the HKSE*
• The underwriters led by Deutsche Bank on the US$494 million global offering, including the IPO on the HKSE of SJM Holdings Limited (880.HK), the then largest casino operator in Macau*
• Credit Suisse, CLSA Limited and HSBC as sponsors in the approximately US$1.15 billion IPO of L’OCCITANE International S.A. on the Main Board of the HKSE*
• The underwriters led by Deutsche Bank on the HK$1.56 billion IPO of China SCE Property Holdings Limited (1966.HK) on the HKSE*
• Credit Suisse and Standard Chartered on the HK$2.31 billion rights issue of TCC International Holdings Limited*
• The underwriters on a proposed IPO of a corporation incorporated in Japan in the retail industry on the HKSE*

Debt Capital Markets

• WuXi AppTec Co., Ltd. (2359. HK) in its offering of US$300 million zero coupon convertible bonds due 2024*
• Future Land Development Holdings Limited on the issuance of US$300 million of 2.25 percent convertible bonds due 2019*
• Jacobson Pharma Corporation Limited on the issuance of approximately US$64 million of 3.5 percent convertible notes due 2020 to subscribers Dragons 615 Limited and HH Inre JP, Ltd*
• Chinasoft International Limited on the issuance of approximately US$115 million of 3.0 percent convertible bonds due 2022 to subscriber Dan Capital*
• CNPC (HK) Overseas Capital Limited, a wholly owned subsidiary of CNPC Finance (HK) Limited, on its US$700 million of 3.125 percent guaranteed senior notes due 2016, its US$650 million of 4.5 percent guaranteed senior notes due 2021, and its US$500 million of 5.95 percent guaranteed senior notes due 2041*
• CNPC General Capital Limited, a wholly owned subsidiary of China National Petroleum Corporation, on its US$750 million Guaranteed Senior Floating Rate Notes due 2017 and the US$750 million of 2.750 percent Guaranteed Senior Notes due 2019, which will be irrevocably and unconditionally guaranteed by CNPC Finance (HK) Limited*
• CNPC Golden Autumn Limited, a wholly owned subsidiary of CNPC Finance (HK) Limited, on its CNY2,500 million of 2.550 percent guaranteed bonds due 2013 and CNY500 million of 2.95 percent guaranteed bonds due 2014*
• CNCPC General Capital Limited, a wholly owned subsidiary of CNPC Finance (HK) Limited, on its US$650 million of 2.75 percent guaranteed senior notes due 2017 and its US$500 million of 3.95 percent guaranteed senior notes due 2022*
• GOHL Capital Limited as Issuer and Genting Overseas Holding Limited as Guarantor in connection with the offering by the Issuer of US$1,000 million in aggregate principal amount of 4.25 percent Guaranteed Notes due 2027, unconditionally and irrevocably guaranteed by the Guarantor*

Other General Corporate and M&A Matters

• PW Medtech Group Limited in its disposal of shares in China Biologic Products Holdings, Inc. for up to US$188.5 million, which constitutes a very substantial disposal under the HKEX Listing Rules, and obtaining the shareholder approval and the merger voting undertaking in favor of the merger agreement related to the taking private of China Biologic Products Holdings, Inc., and distribution of the special dividend*
• The sole shareholder of GSR Go Scale Capital Advisors, Ltd. (GSR) in the transfer of 49.3 percent of GSR's shares to Green Concept Global Limited (which is wholly owned by Strong Petrochemical Holdings Limited) and all related regulatory implications under the Hong Kong listing rules; GSR's affiliate, GSR Electric Vehicle SPV Limited, together with its wholly owned subsidiary, have signed a safe and purchase agreement with Nissan Motor Co., Ltd., a global leader of EV battery manufacturing, in relation to the acquisition of Nissan's entire interest in the business of research, development, and production of pouch-type, lithium-ion batteries and electrodes*
• A corporation with principal operation in the property market in the PRC in connection with the restructuring of its convertible bonds and share transfer*
• Main Board listed companies on ongoing compliance matters with the Hong Kong Listing Rules*
• Corporate clients in cross-border private and public M&A for Millicom International Cellular S.A. in its sale of business in Sri Lanka, Cambodia, and Laos in ICBC in its acquisition of ACL Bank Public Company Limited*

*Denotes prior firm experience

Accolades & Awards

• “Leading Lawyer - Highly Regarded” in Capital markets: Equity in Hong Kong – IFLR1000 2024
• “Women Leaders” list – IFLR1000 2023
• “Recommended Lawyer” for Capital Markets: Equity & Debt and Corporate (including M&A) in Hong Kong – The Legal 500 Asia Pacific 2024
• “Recommended Lawyer” in Private Equity and Corporate and M&A in China – The Legal 500 Asia Pacific 2024
• “Next Generation Lawyer” in Capital Markets in Hong Kong – The Legal 500 Asia Pacific 2017-2018
• Clients comment in The Legal 500 Asia Pacific that “Wanda Woo has superb drafting skills and is able to understand the commercial rationale of the issuer’s business while striking a balance between regulatory expectation and marketing needs of the issuers.” and “Praised for her ‘strong commercial instincts’, Wanda Woo is praised for her ‘willingness and ability to coordinate with other professional parties’, including on issuances within the tech and life sciences sectors.” (2024)

Speaking Engagements

• Presenting at a seminar “The Stock Exchange of Hong Kong’s review of issuers’ annual reports and its implications” co-hosted with the Association of Corporate Counsel Hong Kong, Shearman & Sterling (December 6, 2022)
• Moderating a seminar on “Hong Kong’s Expanded Arbitration Funding Framework: Practical Benefits for Companies”, Shearman & Sterling (October 12, 2022)
• Presenting at a webinar on “Legal Aspects of ESG Investment” co-hosted with the Association of Corporate Counsel Hong Kong, Shearman & Sterling (August 11, 2022)
• Several client seminars on “Recent Regulatory Updates and Enforcement Actions Relating to Hong Kong IPO Practice”, Shearman & Sterling (May – June 2022)

Publications

• Authoring a client publication on “Regulatory Changes in Hong Kong Regarding Bookbuilding and Placing Activities” (April 2022)