10 Nov 2025

Linklaters advises PRC Ministry of Finance on US$4bn Rule 144A and Reg S sovereign bond issuance in Hong Kong SAR

"Linklaters acted as sole international counsel to the Ministry of Finance of the PRC on a US$4bn Rule 144A and Regulation S sovereign bond offering listed in Hong Kong SAR. The deal comprised two US$2bn tranches (three- and five-year), was heavily oversubscribed (30x; five-year 33x) and set new pricing and market benchmarks."

Linklaters acted as sole international counsel to the Ministry of Finance of the People’s Republic of China (MOF) on its US$4 billion Rule 144A and Regulation S sovereign bond issuance in Hong Kong SAR, which was listed on the Hong Kong Stock Exchange. The issuance comprised two series of US$2 billion bonds in three-year and five-year tenors. The three-year bonds were priced at par with the corresponding US Treasury yield, while the five-year bonds were issued at a spread of just two basis points over the equivalent US Treasury yield—an unprecedented low for MOF US dollar sovereign bond issuances. The offering attracted strong demand from a broad range of international investors, including sovereign investors, banks, insurance companies, funds, asset managers and dealers across multiple jurisdictions. The bonds were oversubscribed by 30 times overall, with the five-year tranche oversubscribed by 33 times, setting a new record for MOF US dollar sovereign issuances. This transaction was the first offshore sovereign bond issuance by the MOF following the establishment of its new debt management department in November 2025. The deal further consolidates Hong Kong’s role as an international financial hub and provides an important pricing benchmark for offshore financing by Chinese companies. Linklaters represented the Ministry of Finance of the People’s Republic of China (MOF) with a team composed by: William Liu, partner, Capital Markets; Min Fang, partner, Capital Markets; Christian Felton, counsel; Omer Harel, US tax counsel; and Amanda Gabai, US tax counsel.
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