Corporate & Investment Funds
With collaboration at our core, we are ready to partner with you to help you dominate the competition. We excel at listening, and then acting on your needs, to deliver a successful project outcome. Our team of highly experienced lawyers are equipped with the knowledge and experience needed to get the job done, and are poised to deliver a wide range of services.
Banking and Finance
Our team has been instrumental to lenders and borrowers in complex financing transactions. With the uncertainty in the international financial markets, our clients rely on our team for their depth and breadth in local and cross-border transactions. We have represented commercial banks, insurance companies, funds and other institutional lenders. Other key clients include leveraged buyout sponsors, private equity funds, hedge funds, issuers of securities, and private sector. In addition, we collaborate with US and UK counsel in a variety in financings, involving leveraged, asset-backed, mezzanine, investment, senior and subordinated. Together with our transactional expertise, such as restructuring and insolvency, tax and M&A enables us to provide our clients with seamless and integrated representation.
Notable transactions:
Our members have engaged in a wide array of financing transactions, set out below are some of the notable ones:
- Advised a Hong Kong company in a US$500 million multilateral financing transaction using documents prepared by Asia Pacific Loan Market Association (APLMA)
- Represented a Chinese state-owned enterprise in a HK$320 million secured revolving credit facility to a Hong Kong listed company
- Advised the management of a company (whose shares are listed on an exchange subsequently) in a management buyout, involved taking out bridge loan from financial institutions, and obtaining finance from private equity financiers
- Represented a state-owned enterprise which engages in manufacturing of fabric materials in an over-the-counter derivatives
- Advised a multinational corporation in connection with multi-currency revolving credit facility to finance its proposed acquisition of resources
- Advised an investment fund in a derivative transaction (involving total return swap transaction with reference to certain underlying securities) with a real estate company
- Represented a lender in an art financing transaction, involving taking collateral of art pieces (antique Chinese copper mirror)
- Represented a pharmaceutical company (as borrower) in a US$48 million secured term loan facility
Corporate Finance
Our corporate finance team advises large public companies (state-owned enterprises; A+H shares companies; banks; insurance companies; pharmaceutical companies and more) as well as small issuers (such as industrial, manufacturing, consumer products companies), investment banks, underwriters and brokers.
Our team represents clients in a wide range of complex capital markets related legal matters, including IPO, public and private offerings of equity and debt securities, rights, convertible and structured securities.
Notable transactions:
- Represented CMOC Ltd. (3993.HK, 603993.SSE) in relation to (i) the cooperation arrangement, call option together with the provision of financial assistance for securing syndicated loans (including a guarantee) and put option together with the provision of financial assistance for securing syndicated loans (including a guarantee), for the acquisition of a 24% interest of a copper/cobalt mine, where the transactions were classified as a connected and major transaction at the Hong Kong Stock Exchange, (ii) the acquisition of a 56% interest in a copper and cobalt mine from Freeport-McMoRan Inc., at the consideration of US$2.65 billion where the transaction was classified as a very substantial acquisition at the Hong Kong Stock Exchange and a material asset re-organization at the Shanghai Stock Exchange, and (iii) the acquisition of Anglo American plc’s niobium and phosphates businesses at the consideration of US$1.5 billion, where the transaction was classified as a major transaction at the Hong Kong Stock Exchange and a material asset re-organization at the Shanghai Stock Exchange
- Advised numerous Hong Kong listed companies in the issuance of shares, options, convertible securities
- Represented Shanghai Dongzheng Automotive Finance Co., Ltd. (HK) (“Dongzheng AFC“) in connection with the unconditional mandatory cash offers (“Offers“) made by China International Capital Corporation Hong Kong Securities Limited on behalf of SAIC Motor Corporation Limited (“SAIC”) for all the H shares and domestic shares in Dongzheng AFC (except those owned by SAIC or its concert parties). The transaction value of the Offers was approximately HK$487 million
- Represented China Vered Financial Holding Corporation Limited (245.HK) (formerly known as China Seven Star Holdings Limited), in the issuance of its shares to China Minsheng Investment Corporation Limited (involved the Takeovers Code and the subscription amount was approximately HK$500 million).
- Represented numerous Hong Kong listed companies as well as companies established by provincial governments in the Mainland China in the issuance of debt securities (both listed and non-listed) in Hong Kong
Commercial
Commercial legal work is one of the core practice areas of our firm. Our team of dedicated commercial experts works closely with our client’s management to provide them with practical and individually tailored advice on the operation, conduct and development of its day-to-day activities as well as continued expansion.
We represent start-ups as well as multi-national corporations. We represent customers from all industries, whether dynamic – such as financial services, assets management, fin-tech, reg-tech; or players in traditional and mature markets, such as real-estate, consumer products.
Our multidisciplinary approach enables us to combine our commercial expertise together with our know-how in other areas, such as tax, litigation, anti-competition and finance. As such, we are able to provide our clients with a full range of legal support and identify issues that help moves businesses forward.
Notable representations:
- Acting as legal advisers to number of Hong Kong listed companies, investment management companies, family offices, and start-ups, advising them on the day-to-day business and operations
- Acting as legal advisers to a multi-national fast-food chain that operates in more than 100 countries
- Acting as legal advisers to a multi-national fashion group that operates in more than 30 countries
- Acting as legal advisers to a state-owned enterprise which engages in manufacturing of fabric materials
- Represented numerous Hong Kong listed companies as well as companies established by provincial governments in the Mainland China in the issuance of debt securities (both listed and non-listed) in Hong Kong
- Acting as legal advisers to a number of start-ups that involve in, among others, marketing, healthcare, blockchain, logistics, and gaming
Executive Compensation
Compensation and benefit matters are often not simple. We provide guidance on the entire spectrum of executive compensation and employee benefit concerns. We have in-depth knowledge and experience in advising on all types of employee share option plans, capital-based incentive arrangements and remuneration issues. Our expertise includes performance based awards and benefits, ESOPs, phantom awards and agreements, deferred compensation arrangements, adjustment periods, golden handshake, special entitlements for unique employment circumstances in different industry sectors and at different phases of business cycle.
Investment Funds
We are an active investment funds practice in the market, acting on many hedge funds, private equity, venture capital funds and family offices in the region. We provide advice to fund managers and their clients across a wide variety of industries. Given our experience in advising sponsors and investors, we are fluent with current fund terms, fund structures, and sensitive issues facing sponsors and investors.
We work with local and international sponsors on some of the largest funds structuring transactions in the market. We are close to terms on both the GP and LP side and know how to streamline negotiations on both sides of the table.
We advise our clients throughout the entire life cycle of an investment fund – including fund establishment, operations and compliance, portfolio builds, realisations and winding up. We advise on the establishment of wholesale and retail funds and separately managed accounts.
Notable representations
Members of our team have:
- Represented sponsor in the formation of an infrastructure fund primarily focused on warehouse and logistic space in South East Asia
- Represented sponsor in the formation of energy-oriented fund focused on renewal energy in South East Asia
- Advised family offices and high-net-worth individuals in investment in private equity funds, primarily focus on real estate development
- Represented a number of institutional investors, including trading companies and gaming companies, in connection with their investments in real estate, buyout, mezzanine, venture and hedge funds
Mergers and Acquisitions
Our M&A team works closely with our clients on all transaction types such as private and public mergers and acquisitions, joint ventures, spin-offs, strategic mergers, asset sale and purchase, leveraged buyouts, and private equity. We represent buyers, sellers, target companies, shareholders, board of directors, and financial advisers in M&A transactions. Our services include advice on structuring to maximise corporate and tax advantages, negotiation of transaction documents, due diligence, preparation of investors communications, regulatory filings and other ancillary matters. We also provide advice in broad range of areas, including directors’ duties, board structure, contingency planing, change-in-control arrangements.
Notable representations
- Represented CMOC Ltd. (3993.HK, 603993.SSE) in relation to (i) the cooperation arrangement, call option together with the provision of financial assistance for securing syndicated loans (including a guarantee) and put option together with the provision of financial assistance for securing syndicated loans (including a guarantee), for the acquisition of a 24% interest of a copper/cobalt mine, where the transactions were classified as a connected and major transaction at the Hong Kong Stock Exchange, (ii) the acquisition of a 56% interest in a copper and cobalt mine from Freeport-McMoRan Inc., at the consideration of US$2.65 billion where the transaction was classified as a very substantial acquisition at the Hong Kong Stock Exchange and a material asset re-organization at the Shanghai Stock Exchange, and (iii) the acquisition of Anglo American plc’s niobium and phosphates businesses at the consideration of US$1.5 billion, where the transaction was classified as a major transaction at the Hong Kong Stock Exchange and a material asset re-organization at the Shanghai Stock Exchange
- Advised the management of a company (whose shares are listed on an exchange subsequently) in a management buyout, involved taking out bridge loan from financial institutions, and obtaining finance from private equity financiers
- Represented Shanghai Dongzheng Automotive Finance Co., Ltd. (HK) (“Dongheng AFC“) in connection with the unconditional mandatory cash offers (“Offers“) made by China International Capital Corporation Hong Kong Securities Limited on behalf of SAIC Motor Corporation Limited (“SAIC”) for all the H shares and domestic shares in Dongzheng AFC (except those owned by SAIC or its concert parties). The transaction value of the Offers was approximately HK$487 million
- Represented Sanju Environmental Protection (Hong Kong) Limited, in the subscription of shares in Jutal Offshore Oil Services Limited (3303.HK) at the consideration of approximately HK$770 million. The transaction involved both the Hong Kong Takeovers Code and the Listing Rules
Venture Capital and Start-ups
We have extensive experience in the field of venture capital and start-ups, with a dedicated team of professionals who specialize in helping start-ups achieve their goals. We understand the unique challenges that start-up companies face, as well as the complexities of the venture capital industry. Our services include representing both start-ups and venture capitalists in negotiating investment terms, preparing contracts, conducting due diligence, and providing advice on legal and regulatory compliance. We also provide guidance on various legal issues that start-ups commonly encounter, such as intellectual property, corporate formation, tax, and employment law. Our goal is to help our clients navigate the complex legal landscape of the venture capital and start-up industry and to provide them with the support they need to succeed.
Notable representations:
- We have represented clients in a wide array of industries, including blockchain, energy, cleantech, agribusiness, education, online gaming, semi-conductors and e-commerce
- Advised investors and founders in domestic and international financing, from seed-rounds to later stage investments
China Attestation and Notarial Services
Together with China-Appointed Attesting Officer and Notary Public, we provide a wide range of China attestation, and notarial work and services. China-Appointed Attesting Officer and Notary Public help authenticate and certify signatures, authority and capacity relating to documents for use in mainland China and outside Hong Kong. The services would include: authenticating personal documents (marriage or succession) and corporate documents, powers of attorney, administrating oaths, taking affirmations and declarations, legalising documents (including arranging an apostille from the High Court of Hong Kong).
