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Carmen CHENG
Non-equity Partner / Hong Kong
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Tel +852-2988-7666
Email carmencheng@zhonglun.com
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Practices
Financial Products & Trusts, Financing, Debt Restructuring & Non-performing Assets
Carmen CHENG
Carmen Cheng has more than ten years’ professional experience in the areas of finance and banking, capital markets, and corporate and commercial affairs under Hong Kong laws. She has consistently delivered exceptional legal services to numerous prominent domestic and foreign financial institutions, issuers, and underwriters. Her comprehensive expertise in banking and finance encompasses a wide array of transactions, including syndicated financing, acquisition financing, project financing, debt restructuring and disposal of non-performing assets. Moreover, Carmen regularly provides advice to both domestic and foreign clients on matters of compliance and regulatory frameworks with regard to the Hong Kong Listing Rules and the Code on Takeovers and Mergers and Share Buy-backs of Hong Kong.
Representative Matters
Syndicated Finance
• Advised on a syndicated loan arranged by China Merchants Bank
• Advised on a syndicated loan granted by Wing Lung Bank and China Merchants Securities Co., Ltd
• Advised on a preference loan provided by China CITIC Bank and a mezzanine loan offered by certain venture capital company
• Represented Bank of China (Macao Branch) and China Minsheng Bank (Shanghai Pilot Free Trade Zone Branch) in a syndicated loan in the form of cross-border guarantee jointly arranged by the two said banks
• Advised on a syndicate loan arranged by China Construction Bank and involving Tai Fung Bank as one of the lenders
• Represented China Construction Bank and Huatai Capital in a cross-border syndicated loan in a real estate development project in the PRC
• Advised on a greenshoe syndicated loan arranged by China Minsheng Banking Hong Kong Branch and involving CMBC International Holdings Limited and Bison Finance Group Limited
• Advised on a syndicated loan arranged by Luso International Banking Limited and CNCB (Hong Kong) Investment Limited
• Represented an offshore syndicate led by Standard Chartered Bank in a US dollar loan to the Hong Kong subsidiary of China Merchants Group
Acquisition finance and project finance
• Represented China Development Bank on several loan projects
• Represented China Merchants Bank Shenzhen Branch in various cross-border financing projects for the acquisition of a technology company dealing with machinery and equipment
• Represented CCB International (Holdings) Limited in its subscription of convertible bonds for the borrower's acquisition of a listed company in connection with its privatization project.
• Represented CCB International (Holdings) Limited in the subscription of secured and guaranteed senior notes involving options to a real estate group company
• Represented CCB International (Holdings) Limited in the subscription of secured secured senior notes from Baida Holdings Limited, a shareholder of Hao Ze Net Water International Holdings Limited (HK Stock Code: 2014), in connection with the financing of an option to subscribe for shares of a listed company
• Represented Haitong International Securities Group Limited for its various offshore loans and financing projects
• Represented ICBC Limited in connection with the issuance of a bridging syndicated loan for a borrower's land acquisition project
• Represented Pudong Development Bank in connection with a loan for the privatization of a Hong Kong listed dairy company
• Represented for CMBC Securities Company Limited in connection with a bridging loan in relation to a general offer by Macro-Link International Holdings Limited as offeror to acquire a listed company
Debt restructuring
• Advised the Bank of China on the cross-border debt restructuring in respect of HNA Group Co., Ltd. and the enforcement of collaterals
• Advised China Cinda Group on the investment and cross-border debt restructuring of a district renovation and real estate project in Longgang District, Shenzhen
• Advised China Cinda Group on the debt restructuring in respect of SouthGobi (01878.HK), a company listed in Canada and Hong Kong
• Advised China Cinda Group on its investment and the debt restructuring and security arrangements in respect of a Hong Kong listed company, Huscoke Holdings Limited (00704.HK)
• Advised HSBC on its capital optimization and corporate restructuring project
• Advised Gardner Benver, Inc. on its global entity simplification and restructuring project
• Advised on the debt restructuring Hong Kong Airlines
Acquisition and Privatization of Listed Company
• Advised Anhui Tianda Oil Pipe Company Limited (HK stock code: 839 (delisted)) as the offeree company in connection with unconditional mandatory cash offer by Vallourec Tubes SAS (a subsidiary of a French company listed on Euronext, Vallourec SA) and in its privatisation
• Advised CMBC International Investment Limited (a subsidiary of China Minsheng Banking Corporation Limited) in relation to its share acquisition and share subscription in aggregate of 66.36% controlling stake in Skyway Securities Group Limited (currently known as CMBC Capital Holdings Ltd.) (HK Stock code: 1141) and in its general offer for the remaining shares
• Advised Rizhao Port Jurong Co., Ltd. (HK Stock code: 6117) and Qingdao Port International Co., Ltd (HK Stock code: 6198) in various Hong Kong listing rules, regulatory and compliance matters
• Advised Macro-link International Holdings Limited in relation to its share acquisition of 66.75% controlling stake in Junefield Department Store Group Limited (currently known as Macro-link Capital Holdings Limited) (HK Stock code: 758) and in its general offer for the remaining shares
• Advised CITIC Dameng Holdings Limited (HK Stock Code: 1091) for a general offer exemption under Rule 26.1 of the Takeovers Code
• Representing China Huarong International Holdings Limited in its subscription transaction for newly issued shares of Huarong International Financial Holdings Limited (formerly known as Simsen International (Holdings) Limited) (HK Stock Code: 0993) in relation to the offer and obtaining of a whitewash waiver from the Securities and Futures Commission of Hong Kong
• Represented Wanda Commercial Properties Overseas Limited in its acquisition of a controlling stake in and general offer for the remaining shares of Wanda Hotel Development Company Limited (formerly known as Hengli Commercial Properties (Holdings) Limited) (HK Stock Code: 0169)
Related
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Awards Related
Four Zhong Lun Lawyers Honored on the 2024 LexisNexis “40 UNDER 40” Greater China List
Hengka (Henry) Ji, Wenxiang Meng, Ruixuan Li, and Carmen Cheng were honored on the list.
2024-11-29
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Bar Admissions/Professional Qualifications
Hong Kong Solicitor, 2012
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Education
LL.B., City University of Hong Kong
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Professional Experience
Non-equity Partner, Consultant, Zhong Lun Law Firm
Senior Associate, Jun He Law Offices
Associate, Reed Smith Richards Butler LLP -
Languages
Chinese
English
Other