Other Resources Projects with China

  • IPO Restructuring for Sinosteel Corporation

Advised Sinosteel on the restructuring of the Sinosteel Group, including its Australian subsidiaries for its proposed listing on the Shanghai and Hong Kong stock exchanges. Our scope of work included advising on the transfer of ownership of Sinosteel Australia Pty Ltd to the new listing company for the purpose of the IPO, and seeking Foreign Investment Review Board approval for the group restructuring.

  • BHP Billiton Limited/Rio Tinto Merger

Our firm was briefed by two major US private equity funds to be provided ongoing advice and monitoring of the issues raised by this proposed merger. This included advice and legal commentary on the regulatory regimes being conducted by the Australian Competition and Consumer Commission and European Commission in cooperation with European lawyers. We were also invited to meet with one of China’s steel mills in China to advise on possible divestment opportunities which have become available when the European Commission gave its decision.

  • Australian Clean Coal Power Plant – EPC Project

We advised China National Electric Equipment Corporation, one of the world’s leading power construction groups, on its successful appointment as the EPC contractor for a AU$850 million clean coal Power Plant Project to be developed in the Latrobe Valley, Victoria, Australia. Both the Australian and Victorian Government committed substantial funds to the project. We had previously provided advice for Harbin Power Engineering Corporation, China’s largest Power Plant manufacturer, on this project when they negotiated a joint venture which ultimately did not proceed.

  • Sinosteel Corporation – Uranium Project

Our firm advised Sinosteel Corporation on China’s first investment in an Australian uranium project as part of China’s nuclear power program. This project followed the signing of a special treaty with China for the non-military use of Australian uranium exported to China. This joint venture was established in South Australia with the Chinese participant owning a 60% majority interest and having management control of the project. This joint venture was signed in Beijing in April 2007.

  • Yuguang Gold and Lead Co. Ltd – Western Australia Joint Venture with Kimberley Metals Ltd

We advised Yuguang Gold and Lead Co. Ltd (“Yuguang“), China’s largest lead producer on its investment in ASX listed company, Kimberley Metals Ltd (“KBL“). Yuguang acquired a 15% placement in KBL by subscribing for 20,800,000 shares in the company for a sum of approximately AUD5.2 million. It also acquired a 25% direct interest in a joint venture to develop the Sorby Hills Lead-Silver-Zinc project in Western Australia by contributing AUD5 million to bring feasibility studies to completion. We obtained approval of the Foreign Investment Review Board for Yuguang investments.

  • Risun Coal Chemicals Group – Hunter Valley Coal Joint Venture with Gloucester Resources Limited

We advised Risun Coal Chemicals Group (“Risun“) on its proposed joint venture with Sydney based Gloucester Resources Limited (“GRL“) with respect to coking coal assets in the Hunter Valley region in which Risun would acquire a 44.25% stake. Following the undertaking of comprehensive due diligence into the investment, we represented Risun in numerous rounds of negotiations for a number of agreements including the Joint Venture Agreement, Share Purchase Agreement, Shareholders Agreement, Share Sale Agreement, and Management Agreement. The transaction ultimately did not proceed.

  • Yunnan Tin Group (Holding) Company Ltd – Tasmanian Tin Joint Venture

    We advised the Chinese corporation Yunnan Tin Group (Holding) Company Ltd (“YTG“), China’s and the world’s largest tin producer and tin base manufacturer, on its unincorporated joint venture with Bluestone Mines Tasmania Pty Ltd (“BMT“), a wholly owned subsidiary of Perth based Metals X Ltd (“MLX“) with regard to its tin interests in Tasmania. The transaction involved the acquisition by YTG, together with a Hong Kong based group, Parksong Mining and Resource Recycling Limited, of an interest of up to 60% in those tin assets. We carried out comprehensive legal due diligence into the potential investment and assisted YTG with the extensive negotiations regarding the binding Heads of Agreement to establish the commercial terms for the Chinese investment. We also acted for YTG and the Parksong Group in making submissions and obtaining a decision of non-objection from the Australian Foreign Investment Review Board (“FIRB“) in relation to the acquisition and joint venture. Our role also extended to drafting, reviewing and negotiating the underlying transaction documents, advising on and assisting YTG and the Parksong Group to establish the appropriate corporate structure in Australia and advising on all aspects relation to the completion of the acquisition and establishment of the joint venture, which took place in March 2010.

    Our senior partner, Robin H Chambers AO, represents the Chinese side on the Management Committee of the joint venture.

  • YTC Resources Ltd – Hera Gold Project

    Advising YTC Resources Ltd – Hera Gold Project, an Australian listed company partially owned by Yunnan Tin Australia TDK Resources Pty Ltd (wholly owned Australian subsidiary of a Chinese state-owned enterprise, Yunnan Tin Group) in its proposed AUD12 million acquisition of the interest of another Australian listed company, CBH Resources Ltd in certain mining assets referred to as the “Hera Project” and “Nymagee Joint Venture” in New South Wales. The Hera Project is gold-base metal project for the development of the Hera polymetallic deposit. We completed a legal due diligence of the target asset and associated companies and advised YTC Resources as the ultimate successful tenderer to acquire the assets. We prepared the FIRB application associated with both the acquisition and acted for two foreign entities in a related placement by YTC Resources Ltd to raise capital for the purchase and development of the target assets.

  • Wuhan Iron & Steel (Group) Co., Limited – South Australian Port Spencer Project 

In 2010, we were appointed as advisers to Wuhan Iron & Steel (Group) Co., Limited (“WISCO“) on the proposed infrastructure port development at Sheep Hill (now renamed Port Spencer) in South Australia to develop a deep sea port primarily for the export of the iron ore products from WISCO’s Eyre Iron Joint Venture with Centrex. The Port project is estimated to cost over AUD250 million. The port joint venture with Centrex has taken the form of an incorporated joint venture and involved extensive negotiations of a Shareholders’ Agreement and the Port Lease Agreement. This involved working on complex issues tying back to the progress of the mining joint venture and the stage by stage design and development of the proposed port. The port joint venture documentation was signed by the parties in Adelaide on 9 March 2012.

  • Major Chinese State Owned Enterprise – Australian Copper/Gold Acquisition 

During 2012, we were engaged by a major Chinese State Owned Enterprise to undertake comprehensive legal due diligence of an ASX listed copper/gold company as a precursor to a potential joint venture or takeover of the target company worth approximately AUD400 million. The scope of the legal due diligence covered all material aspects of the target company’s mining and exploration operations located in Queensland. We worked with PricewaterhouseCoopers on the negotiations with the Board of the target company before its negotiations terminated.

  • Zamin Group – Western Australian Iron Ore and Gold Projects

In 2011, we acted for and advised the London-based junior mining group, Zamin Group, on its proposed acquisition of three Australian iron ore companies in Western Australia including to undertake completion of legal due diligence and overseeing the FIRB submission in relation to the proposed transaction.

  • Yucai Group – Gold and Copper Projects

In 2011, we were appointed as the Australian legal counsel for the Australian subsidiary of the Yucai Group, a prominent Chinese business group based in Anhui, China with a diverse business portfolio in property development, venture capital investments, mining, electronics and hospitality with consolidated group assets in March 2011 reported to be over RMB800 million and revenues in excess of RMB1 billion. Since our appointment, we have advised the group on making investments in Australian resources projects and completing the due diligence and reviewing the legal documentation for a number of potential acquisition targets, as well as providing general legal advice on Australian regulatory compliance matters.

  • Iron Bull Mining – Nigerian Iron Ore Project

In late 2011, we were engaged by this Australian company to advise on an iron ore mine acquisition and redevelopment agreement with the Federal Government of Nigeria. The project is structured in two stages. The first stage contemplated the undertaking of an extensive due diligence investigation on the project and its associated facilities and transport infrastructure. The second stage covered the equity in the project from the Nigerian Government.

  • HCDI Group – Global Chemical Technology

In 2012, we were appointed as general counsel for the HCDI Group based in Hong Kong in relation to its global commercialisation strategy for its hydrocarbon based chemical solution for breaking down oil-sludge. The technology and intellectual property rights are US owned and the negotiations have included proposed licencing arrangements to the oil industry in the Middle East, Africa and Asia.

  • Australia Rare Earth Project

We are advising an Australian ASX listed company on its proposed joint venture with a major Shangdong based State Owned Enterprise for the development of a rare earth project in the Northern Territory. The proposed transaction involved the Chinese enterprise funding the further exploration work to earn a 50% interest in the project.

  • Australia China Resources Fund

We advised on Australian Foreign Investment Review Board requirements for the establishment of a USD1 billion Resources Fund where the majority of investors expected to invest into the Australian resource projects and companies will be from China. The fund was focused on a range of target investments in resources with the investors mainly comprising Chinese State Owned Enterprises.

  • China’s First Major IPO in Australia

Advising Yunnan Tin, the world largest tine company, on its Australian IPO listed on 8 May 2007 on the ASX to pursue the development of mining projects. Mr Chambers is a director of the Australian listed company.

  • Chinese IPOs in Australia

Currently advising on the Initial Public Offers (“IPOs“) on the ASX of two PRC-based manufacturing companies seeking to raise funds in the Australian market, one being an industrial power products company and the other a textile company, both of which are considered market leaders in their respective industries in China. Chambers and Company are working with Chinese law firm Allbright Law Offices, the largest law firm in Shanghai, on the IPOs through the mutual cooperation working agreement entered into by the two firms in early 2008.

  • Topgold International Holdings Limited – IPO 

In 2011 and up to June 2012, we acted for a Chinese gold mining and exploration group in relation to its pre-IPO and proposed IPO with a target raise of AUD8 million on the Australian Securities Exchange. This work included undertaking Australian legal due diligence and also overseeing legal due diligence in Hong Kong and China, legal review of information memorandum and draft prospectus, legal verification of disclosure documents, coordinating and chairing due diligence committee meetings, reviewing and advising on key IPO Consultant Agreements and mandates (including underwriting agreement), advising on legal structure for the Australian listing entity and preparation of key corporate governance documentation and advising on Australian legal compliance issues, preparing and advising key executive and personnel agreements. This proposed listing did not proceed due to adverse market conditions.

  • Shenhua International Ltd – ASX Listing 

We acted as the Australian lead lawyers for the listing of Shenhua International Ltd in July 2009 on Australia Securities Exchange (“ASX“) which raised just over AUD14 million. Shenhua is a home textiles manufacturer and sales company whose business operations are based in the commercially developed Zhejiang Province of China and with revenues of approximately AUD120 million in the 2009 financial year. In this role, Chambers & Company worked closely with all of the Australian and PRC consultants of the company to successfully complete the listing process including coordination of the legal due diligence, capital structure development, corporate restructuring and incorporation, development of prospectus and verification, liaising with Australian Securities and Investments Commission (“ASIC“) and the ASX regarding corporate and listing compliance issues, networking with brokerage firms as well as other general Australian corporate legal matters.

  • China’s First Power Project in Australia

    Advising Harbin Power Engineering Company, China’s largest power construction group, on an AUD850 million power project to be developed in the Latrobe Valley in Victoria as a pilot project for the development of Australian clean coal technology for export to China and globally. The initial documentation was signed in April 2006. Federal and state financing was agreed to underpin the project financing. This was replaced by an EPC contract entered into by China Electric Engineering Corporation (“CNEEC“) for the development of the project.


  • YTG Delegation - Visting Melbourne - May 2011

    Yunnan Tin $500 million Project Orion Acquisition - Gejiu Yunnan Province September 2008

    Shenhua International Ltd ASX Listing - July 2009