Next Generation Partners

Structured finance and securitisation in Hong Kong

A&O Shearman

With a practice that straddles work on both the buy and sell side, A&O Shearman is 'able to truly stay at the front of market practice', regularly advising on many of the most complex and sophisticated transactions in the market. This has been particularly borne out in the recent time of relative economic turbulence throughout the APAC region, with clients requiring often extremely bespoke structuring, including for a corporate in the region on the issuance of an asset-backed bond secured on future revenue streams but complicated by the corporate itself undergoing substantial recapitalisation. The team, which often works alongside practitioners throughout the firm's global network, has also recently been very active in the emerging area of green asset-backed securities (ABS) and green derivative products. Throughout all these transactions, it is adept at handling work throughout the project life-cycle, from inception to distress, restructuring and close out. Team head Yvonne Siew combines both regulatory and transactional expertise to good effect for clients structuring complex deals (including on structured equity derivatives  trades and total return swap structures) and is noted for her ability to provide 'thoughtful advice' that is tailored to specific risk profiles. James Yao  leverages his Mandarin speaking skills and product knowledge to particularly good effect on behalf of Chinese financial institutions.

Responsables de la pratique:

Yvonne Siew


Autres avocats clés:

Jame Yao


Les références

‘The team has a great breadth and depth of knowledge. They work across sell side and buy side clients and therefore are able to truly stay at the front of market practice.’

‘One of the great things about A&O Shearman is their ability to work and collaborate internationally. They truly operate as one firm. ’

‘Yvonne Siew and James Yao are excellent trusted legal advisors. Both are extremely responsive and provide thoughtful advice tailored to our needs as a specific bank with specific risk profiles. ’

Principaux clients

Australia and New Zealand Banking Group (ANZ)


Guotai Junan


Huatai Securities


Principaux dossiers


King & Wood Mallesons

With a vastly experienced team based in Hong Kong and also able to leverage huge resources on the ground on the Mainland, King & Wood Mallesons is particularly skilled at advising buy and sell-side clients across a range of structured finance and derivatives products involving a nexus to China. Drawing upon its strong regulatory and transactional sensibilities, the team has gained plaudits for its ability to provide ‘very competent and practical advice on complex and sophisticated matters, particularly those requiring innovative solutions’. Recognised as the ‘premier law firm when it comes to structured products for retail clients in Hong Kong’, the firm advises the majority of issuers in the listed and unlisted market. Leveraging her transactional and regulatory expertise, the ‘very responsive and approachable’ Minny Siu excels in the retail space, including work for clients looking to formulate new products, such as Goldman Sachs on its debut launch of derivative warrants linked to major single US stocks listed on the HKEX. The ‘technically very strong yet also commercially driven’ Angus Sip also excels in retail work, as well as regularly advising arrangers and investors in relation to structuring of bespoke structured notes or repackaged transactions across different asset classes. Andrew Fei is noted for his thought leadership and regulatory skill in the area, and as well as advising a myriad market participants on derivatives and structured products is also noted for his work on behalf of industry association International Swaps and Derivatives Association (ISDA), including in the context of China netting and collateral opinions. Richard Mazzochi co-heads the team alongside Siu.

Responsables de la pratique:

Richard Mazzochi; Minny Siu


Autres avocats clés:

Angus Sip; Andrew Fei; Agnes Chan


Les références

KWM is the premier law firm when it comes to structured products for retail clients in Hong Kong. No one else has the experience and expertise that KWM possess.’

‘The experienced team is able to provide very competent and practical advice on complex and sophisticated matters, in particular those requiring innovative solutions.’

The team masters every detail in the transactions and provides sound advice, not only from a legal perspective but also from market practice.’

Principaux clients

The International Swaps and Derivatives Association, Inc.


Asia Securities Industry & Financial Markets Association


International Capital Market Association


J.P. Morgan Structured Products B.V.


Goldman Sachs Structured Products (Asia) Ltd.


Morgan Stanley


UBS


Agricultural Bank of China Limited


Barclays


Bank of China (Hong Kong) Limited


DBS


CNCB (Hong Kong) Investment Limited


GF Global Capital Limited


Guotai Junan Securities (Hong Kong) Limited


ICBC Asia


Ping An Bank (Hong Kong SAR branch),


Shanghai Pudong Bank (Hong Kong SAR branch)


Huaxia Bank (Hong Kong SAR branch)


ING Bank N.V.


Principaux dossiers


  • Assisted ISDA and its members in preparing bilingual written responses to a large number of important derivatives regulatory reforms in China over the past 12 months.
  • Advised on new product development, including the launches of listed derivative warrants linked to MSCI China A50 Connect Index and various US stock underlyings, the listed callable bull/bear contracts over various US indices, the development of a new listed structured product called “Inline Warrants”, and a first-in-market SFC authorised unlisted equity linked investment over US stocks in the Hong Kong SAR.
  • Advised Mizuho Bank on complex regulatory issues relating to the offering of sustainability-linked derivatives in the Hong Kong SAR.

Linklaters

Abreast of the fast-moving regulatory and legislative changes in the market, not only does Linklaters excel in helping banks navigate the new rules but is also able to ‘utilize their commercial and legal knowledge’ to assist stakeholders devise novel products and structures. For example, the ‘excellent and professional’ Karen Lam recently advised the Honk Kong Mortgage Corporation Limited (HKMC) on the offering of the first infrastructure loan- backed securities in Hong Kong. ‘Extremely responsive’ and a ‘safe pair of hands’, Stephen Song is also at the cutting-edge of new products/structures, recently advising the AIA Group on the establishment of the first ever guaranteed discounted VWAP share repurchase programme in Hong Kong. Team head Chin-Chong Liew draws upon deep regulatory and transactional nous to good effect (including on the development of digital assets in Hong Kong) for a variety of stakeholders, including in the context of transformational market infrastructure projects like the Swap Connect Scheme – which for the first time allowed participants outside the Mainland to trade on the China swaps market without being physically based in the PRC. The vastly experienced Victor Wan excels at structuring derivatives and securitisation transactions throughout Asia, including Japan, and is also a key member of the team that includes I-Ping Soong, who focuses her practice on regulatory issues concerning OTC derivatives.

Responsables de la pratique:

Chin-Chong Liew


Autres avocats clés:

Victor Wan; Mary Matson; Stephen Song; Karen Lam; I-Ping Soong; Simon Zhang; Shirley Chan


Les références

‘It is a great team that is at the forefront of new products and structures. They are able to utilize their commercial and legal knowledge and advise on novel products and structures.’

We appreciate their professional and practical advice.’

‘The team is at the forefront of assisting on transactions with an ever-evolving legislative and regulatory framework. I think this team are the most innovative in Hong Kong for helping banks navigate new rules and even new unwritten rules.’

Principaux clients

Hong Kong Exchanges and Clearing Limited


Shanghai Clearing House


Harvest Global Investments


GF Securities (Hong Kong) Brokerage Limited


Hong Kong Mortgage Corporation Limited


Maybank Singapore Limited


ING


BNP Paribas SA


Principaux dossiers


  • Advised on AIA’s establishment of the first ever guaranteed discounted VWAP share repurchase programme in Hong Kong.
  • Advised GF Securities (Hong Kong) on the successful launch of its tokenised securities in Hong Kong SAR, making it the first major Chinese brokerage firm to mint, issue and distribute self created financial assets on the public blockchain.
  • Advised more than 10 foreign financial institutions on their participation in Swap Connect as clearing members and clearing clients of HKEx, and some within a short timeframe in order to participate on the launch date.

Clifford Chance

Led from Hong Kong by the vastly experienced Francis Edwards and aided by a sizeable presence in Singapore and the PRC, the collaborative Greater China team at Clifford Chance provides ‘highly responsive and cost-effective’ advice to global and regional  financial institutions and investors across a broad range of structured finance and securitisation mandates. Many of the transactions are innovative often first-of-kind structures which require deep knowledge of the latest technology – here that the team is particularly well-positioned in part by virtue of its ability to draw from the knowledgebase of lawyers within the global team which have utilised similar structures. In a deal which involved input from Singapore and London, Edwards recently advised the global co-ordinating banks in relation to the Hong Kong Mortgage Corporation’s debut securitisation of infrastructure and project finance loans. Terry Yang has a  ‘strong understanding of China’s financial market practices and regulations’, ensuring that he is a popular choice among local banks and securities firms seeking guidance on policy developments and in relation to the regulatory considerations underpinning structured note investments and margin financing transactions. Lin Lu has strong credentials among buy and sell-side participants and as well as his transactional work, he has, in his role as a director of the Asia-Pacific Structured Finance Association, actively participated in the promotion of China cross-border securitisation.

Responsables de la pratique:

Francis Edwards


Autres avocats clés:

Terry Yang; Dr Lin Lu


Les références

‘It is an excellent Hong Kong team that is well supported by leading global team. This is critical as many deals in Asia are first of its kind here but have been done elsewhere. This setup ensures the latest developments are fed through and integrated in our deals at the lowest cost.’

The team is highly responsive and cost-effective.’

‘Not only is Lin Lu able to advise on common law type jurisdictions, his understanding of China’s legal system and ability to communicate with lawyers in China ensures cross-border issues are addressed in the most efficient and economical way.’

Principaux clients

MUFG


ING


Standard Chartered Bank


Citi


HSBC


Morgan Stanley


UBS


BlackRock


JPMorgan


AIA Group Limited


International Swaps and Derivatives Association


Ares Management


Principaux dossiers


  • Advised ING, MUFG and Standard Chartered Bank as joint global coordinators, joint bookrunners and joint lead managers on The Hong Kong Mortgage Corporation Limited’s debut securitisation of infrastructure and project finance loans, Bauhinia ILBS 1 Limited.
  • Advised HSBC on its appointment as the sole settlement bank in Hong Kong for ‘Faster Payment System (FPS) x PromptPay’, a cross-border QR payment linkage launched by the Hong Kong Monetary Authority and the Bank of Thailand.
  • Advised HSBC on an innovative digital gold token project, which represents the first-in-market virtual asset project involving structuring, documenting and obtaining regulatory approval for the launch of a digital token linked to underlying physical gold that is sold to retail investors in Hong Kong.

CMS Hong Kong LLP

Led by Kingsley Ong, CMS combines regulatory and transactional expertise to good effect for buy and sell-side participants across a range of derivatives, structured finance and securitisation products throughout APAC. As well his new money work (including as it relates to trade receivables and RMBS securitisations), Ong is also adept at navigating downturn scenarios, skilfully blending his expertise in restructuring with a deep comprehension of structured finance products. This recently manifested itself in relation to the successful outcome he achieved for Bank of China International as one of the creditors of Tsingshan Group, which as one of the world’s largest short sellers of nickel suffered tremendous potential losses following an unprecedented rise in the price of nickel in the aftermath of Western sanctions against Russia (which supplies 10% of the world’s nickel supply). Christopher Whiteley splits his time between Hong Kong and London, concentrating on a wide range of derivatives, encompassing traditional hedging and complex funding transactions.

Responsables de la pratique:

Kingsley Ong


Autres avocats clés:

Christopher Whiteley; Simon Barrell


Principaux clients

Axis Bank Limited


Bank of China International (BOCI)


Bank J. Safra Sarasin


CJ China Asset Management Limited


Credit Agricole CIB


Hantec Securities Co., Ltd


The Hongkong and Shanghai Banking Corporation Limited (HSBC)


Hong Kong Capital Finance Corporation Limited (HKCFC)


Meritz Securities Co., Ltd. (008560: KRX)


Natixis CIB


Siegfried Service Limited


Taipei Sky Tower development group


Principaux dossiers


  • Advised Siegfried as originator and servicer in the largest trade receivables securitisation in Asia since Covid-19.
  • Advised Bank of China in the successful workout of the Tsingshan-LME nickel derivatives crisis.
  • Continuing to advise Hong Kong Capital Finance Corporation as one of the most active originators and issuers of RMBS in Hong Kong.

Dentons Hong Kong

Led by Jeffrey Chen, Dentons Hong Kong provides 'well balanced, practical and technical advice’ to funds, banks and family offices on highly bespoke cross-border private structured credit transactions. Chen is active on deals throughout Asia Pacific (working with local counsel and with lawyers at the firm based across its extensive network), and has, in recent years, gained particular skill in relation to loan securitisation transactions in Korea and Indonesia. He also excels in handling fintech securitisation matters and as well as advising on new money deals has been very active of late providing workable solutions on distressed transactions. The arrival in August 2023 of the 'technically sound' Nicholas Chua  from CIMB Bank strengthens the offering, particularly in relation to public deals.

Responsables de la pratique:

Jeffrey Chen


Autres avocats clés:

Gordon Ng; Man Chiu Lee; Nicholas Chua; Ivan Tsang


Les références

‘The team is familiar with structured investments and can provide timely and effective legal advice to meet our business development needs.’

‘They have an ability to address the client’s concerns and provided well balanced, practical and technical advice.’

‘Jeffrey Chen has unrivalled structured credit expertise and works with great collaboration and flexibility.’

Principaux clients

Lending Ark Capital


CLSA/CITIC


TAC Partners Limited


Altus Capital Corporation


CIMB Bank Berhad


SunRiver International Securities Group Limited


Principaux dossiers


  • Represented SunRiver International Securities Group Limited and other members of the underwriter syndicate for the underwriting of the dim sum bonds offering by Luzhou Aviation Development Investment Group Co., Ltd., in a global offering under Regulation S of English law governed CNY610m 4.8 per cent. bonds due 2027.
  • Represented SunRiver International Securities Group Limited and other members of the underwriter syndicate for the underwriting of the dim sum bonds offering by Luzhou Aviation Development Investment Group Co., Ltd. in a global offering under Regulation S of English law governed CNY250m 3.5 per cent. Bonds due 2027.

Latham & Watkins LLP

Leveraging strong banking relationships and also gaining visibility on the investor front, Latham & Watkins LLP‘s increasingly balanced practice is particularly skilled at advising on sophisticated cross-border securitisation and derivatives mandates, often working alongside practitioners throughout the firm’s global network. Particularly strong on the equity front, team head Posit Laohaphan regularly advises on equity-linked securities and OTC equity derivatives, as well as being adept at structured finance transactions, including margin loans. Other key members of the team include Michael Hardy, who regularly advises on complex securitisation transactions as part of his eclectic structured finance offering, and Derek Chua, who combines regulatory and transactional strength to good effect for stakeholders engaged in a myriad derivatives/structured finance mandates, including on the establishment of repackaging programs and on convertible and exchangeable bond transactions.

Responsables de la pratique:

Posit Laohaphan


Autres avocats clés:

Derek Chua; Michael Hardy; Raymond Cheng


Principaux clients

Bayfront Infrastructure Management Pte. Ltd


Cogent Communications Holdings, Inc.


Principaux dossiers


  • Advised Bayfront, a platform designed for institutional investors to access Asia-Pacific infrastructure debt, on the successful issuance of its fourth infrastructure asset-backed securities (IABS) transaction through Bayfront Infrastructure Capital IV Pte. Ltd. (BIC IV), a wholly owned and newly incorporated distribution vehicle.
  • Advised Cogent IPv4 LLC as issuer in connection with a first-of-its-kind $206m Rule 144A/Regulation S securitization of approximately 12.6 million Internet Protocol version 4 (IPv4) addresses and related customer contracts globally, with a single tranche of term notes (Series 2024-1) rated BBB by Kroll.
  • Advised the initial purchasers on Alibaba’s highly publicised issuance of $5bn aggregate principal amount of 0.50% convertible senior notes due 2031 (including the exercise in full by the initial purchasers of the option to purchase an additional US$500 million aggregate principal amount of the notes), as well as the concurrent hedging arrangements in the form of the capped call transactions and the concurrent buyback of Alibaba’s ADSs from certain investors in the notes.

Tiang & Partners

Acting alone and also able to tap into global resources, should the need arise, as a result of the firm’s alliance with PwC, independent Hong Kong firm Tiang & Partners regularly advises arrangers, investors, trustees and originators on bespoke cross-border structured finance transactions. Under the guidance of ‘excellent’ team head Michelle Taylor, the team has gained most plaudits for its expertise at advising on large-scale securitisations transactions originating in Hong Kong and Korea. In this context, as well as structuring transactions underpinned by fairly conventional asset classes, including credit card and auto loan receivables, she also advises on more esoteric mandates, including her work alongside the transport finance team on aviation-related future flow receivables transactions. The ‘outstanding’ David Law  is also recommended.

Responsables de la pratique:

Michelle Taylor


Autres avocats clés:

Kevin Tsang; David Law


Les références

‘They are very responsive and well organised.’

‘Michelle Taylor is an excellent lawyer who can originate many securitisation transactions and close them on a timely basis.’

‘David Law is outstanding. He reviews agreements fast and with high accuracy.’

Principaux dossiers


Mayer Brown

Acting on its own, as well as frequently alongside other international offices throughout the network, the ‘very experienced and professional’ Hong Kong team at Mayer Brown has ‘deep and specialised expertise on complex capital markets matters’, invariably with multi-jurisdictional components. Richard Stock is the main contact.

Autres avocats clés:

Richard Stock


Les références

The team is very experienced and professional.’

‘Deep and specialised expertise on complex capital markets matters.’

Vincent Sum is very skilled at handling complex structured product and derivatives matters. He has very good commercial awareness and offers counselling beyond the legal scope.’

Principaux dossiers


White & Case

Although it has less longevity than many of its peers, the Hong Kong team at White & Case has made some market inroads, advising banks, private wealth clients, corporates and funds across a range of cross-border derivatives and structured finance transactions and regulatory matters. The team has also continued to gain traction advising on APAC-related equity derivatives transactions documented under New York and English law. Nathaniel Crowley heads the team and is skilled at handling OTC derivatives as well as cash and synthetic securitisations. Crowley also regularly works alongside other international offices throughout the region, including Singapore, which was recently strengthened following the relocation of former Hong Kong mainstay Xuan Jin.

Responsables de la pratique:

Nathaniel Crowley


Autres avocats clés:

Xuan Jin (Singapore)


Les références

Very strong technical and drafting skills. Ability to analyse long and complex documents in a short timeframe.’

Principaux clients

Asian Infrastructure Investment Bank


Australia New Zealand Banking Corporation (ANZ)


BNP Paribas


Charoen Pokphand Group


China CITIC Bank International


Cinda International


Credit Agricole Corporate and Investment Bank


Credit Suisse


EIG Global Energy Partners


SMBC


Societe Generale


Timemerchant Capital


Principaux dossiers