Stephen D. Wortley 

Co-Chair, China Practice Group, Co-Chair, China, Public M&A

Hong Kong  t: 852.3101.0390 stephen.wortley@mcmillan.ca
Vancouver  t: 604.691.7457

Stephen D. Wortley

Hong Kong
3502 Tower 2 Lippo Centre
89 Queensway
Hong Kong,

t: 852.3101.0390
e: stephen.wortley@mcmillan.ca

overview

  • Chair, Hong Kong Office
  • Chair of China Practice Group
  • Chairman of the National Committee, January 2006 to December 2010
  • Co-Chair, Western Division, July 2010 to December 2010
  • Chairman, Western Division, January 2006 to June 2010
  • Managing Partner, Western Division, August 2001 to December 2005
  • Partner since 1991
  • Prior to joining in 1985, clerked to The Honourable Mr. Justice Lambert of the British Columbia Court of Appeal

Stephen's practice emphasizes domestic and international securities and corporate matters. His experience includes local, national and international prospectus offerings, TSX and TSX Venture Exchange, and Stock Exchange of Hong Kong listings, and Chinese outbound M&A transactions into Canada. In addition, Stephen has experience advising both SOE's and SME's. He is ranked in Corporate M&A by Chambers Global and in China – Mergers and Acquisitions by The Legal Media Group and has spoken extensively on the topic of Hong Kong Stock Exchange listings by Canadian firms as well as on alternative investment structures in the Canadian mining industry.

Representative Matters

  • Acted as lead counsel for Chongqing Zongshen Tianchen General Aviation Investment and Development Co., Ltd. in its acquisition of a 49% equity interest in Harbour Air, of Vancouver, BC
  • Acted for West Fraser Timber Co. Ltd. in its private offering of US$300 million Senior Notes
  • Acted as lead counsel for Sunwah International Limited in an insider takeover bid of Sunwah International Limited by Perfect Dream Holdings Limited
  • Acted for Red Rock Capital Corp. in its $32.5 million private placement, $74 million financing and acquisition of Century Holdings involving WISCO and Minmet.
  • In November 2010, acted as lead counsel, as to Canadian legal matters, for Citigroup Global Markets Asia Limited and BOC International, joint bookrunners and joint lead managers, in the US$309 million global offering of China Gold International Resources Corp. Ltd., currently listed on the TSX. The transaction involved a dual primary listing on the Main Board of the Stock Exchange of Hong Kong and the completion of a concurrent US$742.3 million acquisition of Skyland Mining Limited ("Skyland") whose chief asset is a copper polymetallic metal mining property located in Metrorkongka County, Tibet.
  • Act as lead counsel for Primero Mining Corp., a TSX listed, and Canadian-based, precious metals producer with operations in Mexico. In August 2010, assisted Primero in the acquisition of the San Dimas gold-silver mine and associated assets, which are located in Mexico's San Dimas district. The acquisition was valued at US$510 million.
  • Act as lead counsel for China Health Labs & Diagnostics Ltd., a TSX-V issuer. Assisted in the Qualifying Transaction involving Beijing Biochem Hengye Science & Technology Co. Ltd. in October 2010, the resulting issuer being China Health Labs & Diagnostics Ltd.
  • Act as lead counsel for Liuyang Fireworks Limited, which is the resulting issuer in the Qualifying Transaction involving New Legend Group Limited and Strive Best Holdings Limited in June 2009. Liuyang, through its subsidiaries, is engaged in the business of the manufacture and sale of fireworks.
  • Acted as counsel to the agent, Research Capital Corp, in two going public transactions involving Asia Bio-Chem Group Corp. (TSX), a Chinese cornstarch producer and Changfeng Energy Inc. (TSX-V), a Chinese natural gas service provider.
  • In August 2000, acted as lead Canadian counsel for Sunwah International Limited (formerly known as Kingsway International Holdings Limited) in connection with a reorganization and ultimate listing of a Kingsway subsidiary on the Main Board of the Stock Exchange of Hong Kong. In connection with the transaction, $60 million was raised. Headquartered in Hong Kong and listed on the TSX, the Sunwah Group is involved in a wide variety of financial advisory and related services, including corporate finance, stock broking, financing and fund management.
  • Act as lead counsel for Nord Resources Corporation, a mining company based in Tucson, Arizona.
  • Acted as lead Canadian counsel for IsoTis S.A., a public company incorporated under the laws of Switzerland with shares listed on the Main Board of The SWX Swiss Exchange and the Toronto Stock Exchange. In 2003, acted for IsoTis pursuant to its plan of arrangement with GenSci Regeneration Sciences Inc. (a British Columbia company) in completing its acquisition of GenSci OrthoBiologics Inc., a Washington corporation, which was renamed IsoTis OrthoBiologics Inc.
  • Act as lead securities counsel for West Fraser Timber Co. Ltd., a major British Columbia forestry company. In 2004 completed a $275 million subscription receipt offering and a $150 million senior unsecured debentures offering.

Presentations

Investing in Canada - Diversification of Investment
Joint CanCham HK-HKCBA Conference: The Inaugural TransPacific Entrepreneurial Conference
Global Mining Investments "Chinese Perspectives"
Alternative Mining Investment Structures and Listing on the HKEx for Canadian Companies
Canada's role in mining financing and capital markets
The TSX and Your 'Go-Out' Strategy: Preparing for Listing

Publications

Final Report: Canada Transportation Act Review
香港—加拿大税收协定生效
Hong Kong - Canada Tax Treaty in Force
加拿大首次以国家安全为由拒绝外商投资
Canada's first rejection of an investment on national security grounds
关于新兴市场发行人多交所发布咨询草案
Toronto Stock Exchange and TSX Venture Exchange Issue Joint Consultation Paper on Emerging Market Issuers
Competition and Foreign Investment Reviews of Asian Investments into Canada
Canada makes changes to Investment Canada regime
香港与加拿大签署所得税减免互惠条约
Hong Kong and Canada Sign Income Tax Treaty
Listings in Hong Kong by Canadian Companies: a Follow-Up
加拿大上市公司在香港交易所的两地上市
Dual-Listing of Canadian Public Companies on the Hong Kong Stock Exchange

Education

  • University of British Columbia, LLB - 1984
  • Diploma of Technology, Administrative Management

Year Of Call

  • Called to the British Columbia bar - 1985

Practices

mergers and acquisitions
capital markets
going private
IPOs and alternative IPOs
corporate governance
stock exchange listings
takeover bids
foreign investment review

Industries

mining
energy
cleantech
forest products
infrastructure

Directorships and Professional Associations

  • Vancouver Bar Association
  • International Bar Association
  • Inter-Pacific Bar Association
  • Hong Kong-Canada Business Association
  • The Management and Economics Society of the Canadian Institute of Mining, Metallurgy and Petroleum (MES-CIM), Hong Kong Chapter
  • Former member, Legal Advisory Committee to the Vancouver Stock Exchange

Teaching Engagements

  • Lectured at Securities Law seminar for The Continuing Legal Education Society of British Columbia

Awards & Rankings

  • Listed in Chambers Global 2016 (Corporate/M&A - International Firm) (Expert Based Abroad) (China)
  • Listed in Chambers Canada 2016 (Corporate/Commercial - British Columbia)
  • Listed in The Best Lawyers in Canada 2016 (Mergers & Acquisitions Law and Mining Law)
  • Listed in Chambers and Partners: Chambers Global - The World's Leading Lawyers for Business 2015 Clients Guide (Corporate/M&A Expert Based Abroad, Corporate/M&A Foreign Expert for China)
  • Listed in The Best Lawyers in Canada 2014 (Mergers & Acquisitions Law)
  • Listed in Chambers and Partners Chambers Global - The World's Leading Lawyers for Business 2013 Clients Guide (Corporate/M&A, Corporate/M&A Foreign Experts and Corporate M&A Experts Based Abroad)
  • Listed in The Legal Media Group - Guide to Leading Practitioners: China - Mergers & Acquisitions 2011
  • Listed in Who's Who Legal: Canada 2010 Report on Canada's Leading Business Lawyers (Corporate Governance).
  • Registered Foreign Lawyer, Law Society of Hong Kong

Media Mentions

  • "Building Bridges between Canada and Asia", InvestHK: Canada Reaching Your Goal in Hong Kong, May 2015
  • «Le Canada tire profit de l'ouverture des marchés des capitaux chinois» by Suzanne Dansereau, Les Affaires, November 20, 2014
  • "Canadian exports of LNG to Asia seen as enormous opportunity" by Toh Han Shih, South China Morning Post, January 23, 2014
  • Stephen was mentioned in an editorial of the Chambers and Partners, in early 2013, regarding the 2012 activities by major Canadian law firms in the Corporate/M&A sector
  • Stephen was quoted by Bloomberg in December 2012 regarding his views on Canada's approval of the Cnooc-Petronas deal
  • In June 2011, the Financial Post published an article in its Legal Post in which Stephen was quoted in connection with the firm being one of the first Canadian law firms to expand into Asia
  • In May 2009, Stephen was quoted by Bloomberg in its report on the opening of the firm's Hong Kong office to enhance services to the Chinese client base
vcard
  • Chair, Hong Kong Office
  • Chair of China Practice Group
  • Chairman of the National Committee, January 2006 to December 2010
  • Co-Chair, Western Division, July 2010 to December 2010
  • Chairman, Western Division, January 2006 to June 2010
  • Managing Partner, Western Division, August 2001 to December 2005
  • Partner since 1991
  • Prior to joining in 1985, clerked to The Honourable Mr. Justice Lambert of the British Columbia Court of Appeal

Stephen's practice emphasizes domestic and international securities and corporate matters. His experience includes local, national and international prospectus offerings, TSX and TSX Venture Exchange, and Stock Exchange of Hong Kong listings, and Chinese outbound M&A transactions into Canada. In addition, Stephen has experience advising both SOE's and SME's. He is ranked in Corporate M&A by Chambers Global and in China – Mergers and Acquisitions by The Legal Media Group and has spoken extensively on the topic of Hong Kong Stock Exchange listings by Canadian firms as well as on alternative investment structures in the Canadian mining industry.

  • Acted as lead counsel for Chongqing Zongshen Tianchen General Aviation Investment and Development Co., Ltd. in its acquisition of a 49% equity interest in Harbour Air, of Vancouver, BC
  • Acted for West Fraser Timber Co. Ltd. in its private offering of US$300 million Senior Notes
  • Acted as lead counsel for Sunwah International Limited in an insider takeover bid of Sunwah International Limited by Perfect Dream Holdings Limited
  • Acted for Red Rock Capital Corp. in its $32.5 million private placement, $74 million financing and acquisition of Century Holdings involving WISCO and Minmet.
  • In November 2010, acted as lead counsel, as to Canadian legal matters, for Citigroup Global Markets Asia Limited and BOC International, joint bookrunners and joint lead managers, in the US$309 million global offering of China Gold International Resources Corp. Ltd., currently listed on the TSX. The transaction involved a dual primary listing on the Main Board of the Stock Exchange of Hong Kong and the completion of a concurrent US$742.3 million acquisition of Skyland Mining Limited ("Skyland") whose chief asset is a copper polymetallic metal mining property located in Metrorkongka County, Tibet.
  • Act as lead counsel for Primero Mining Corp., a TSX listed, and Canadian-based, precious metals producer with operations in Mexico. In August 2010, assisted Primero in the acquisition of the San Dimas gold-silver mine and associated assets, which are located in Mexico's San Dimas district. The acquisition was valued at US$510 million.
  • Act as lead counsel for China Health Labs & Diagnostics Ltd., a TSX-V issuer. Assisted in the Qualifying Transaction involving Beijing Biochem Hengye Science & Technology Co. Ltd. in October 2010, the resulting issuer being China Health Labs & Diagnostics Ltd.
  • Act as lead counsel for Liuyang Fireworks Limited, which is the resulting issuer in the Qualifying Transaction involving New Legend Group Limited and Strive Best Holdings Limited in June 2009. Liuyang, through its subsidiaries, is engaged in the business of the manufacture and sale of fireworks.
  • Acted as counsel to the agent, Research Capital Corp, in two going public transactions involving Asia Bio-Chem Group Corp. (TSX), a Chinese cornstarch producer and Changfeng Energy Inc. (TSX-V), a Chinese natural gas service provider.
  • In August 2000, acted as lead Canadian counsel for Sunwah International Limited (formerly known as Kingsway International Holdings Limited) in connection with a reorganization and ultimate listing of a Kingsway subsidiary on the Main Board of the Stock Exchange of Hong Kong. In connection with the transaction, $60 million was raised. Headquartered in Hong Kong and listed on the TSX, the Sunwah Group is involved in a wide variety of financial advisory and related services, including corporate finance, stock broking, financing and fund management.
  • Act as lead counsel for Nord Resources Corporation, a mining company based in Tucson, Arizona.
  • Acted as lead Canadian counsel for IsoTis S.A., a public company incorporated under the laws of Switzerland with shares listed on the Main Board of The SWX Swiss Exchange and the Toronto Stock Exchange. In 2003, acted for IsoTis pursuant to its plan of arrangement with GenSci Regeneration Sciences Inc. (a British Columbia company) in completing its acquisition of GenSci OrthoBiologics Inc., a Washington corporation, which was renamed IsoTis OrthoBiologics Inc.
  • Act as lead securities counsel for West Fraser Timber Co. Ltd., a major British Columbia forestry company. In 2004 completed a $275 million subscription receipt offering and a $150 million senior unsecured debentures offering.

publications
March 2016
Final Report: Canada Transportation Act Review
Transportation Bulletin
November 2014
Shanghai-Hong Kong Stock Connect
Securities Bulletin
March 2014
Employee share plans in Canada: regulatory overview
Practical Law - Multi-Jurisdictional Guide 2014/15
November 2013
香港—加拿大税收协定生效
Tax Bulletin
October 2013
Hong Kong - Canada Tax Treaty in Force
Tax Bulletin
October 2013
加拿大首次以国家安全为由拒绝外商投资
international trade bulletin
2013
Competition and Foreign Investment Reviews of Asian Investments into Canada
China International Institute of Antitrust and Investment, First Annual Antitrust Symposium, Chapter 34, LexisNexis
December 2012
Canada makes changes to Investment Canada regime
International Trade Bulletin
November 2012
Hong Kong and Canada Sign Income Tax Treaty
Tax Bulletin
presentations
October 2015
Investing in Canada - Diversification of Investment
Canada China Business Council's 36th AGM and Policy Conference, Beijing, China
December 1, 2014
Joint CanCham HK-HKCBA Conference: The Inaugural TransPacific Entrepreneurial Conference
The Canadian Chamber of Commerce in Hong Kong, Hong Kong
March 2014
Global Mining Investments "Chinese Perspectives"
PDAC, Toronto, Ontario
December 2012
Alternative Mining Investment Structures and Listing on the HKEx for Canadian Companies
2012 Global Resource Investment Conference , Shenzhen, China
November 2012
Canada's role in mining financing and capital markets
2012 China Mining Conference and Exhibition, Tianjin, China
June 2007
The TSX and Your 'Go-Out' Strategy: Preparing for Listing
TSX China Roadshow