Olivia Ngan

OLIVIA NGAN’s practice focuses on cross-border finance transactions.

Olivia provides strategic counsel to financial institutions, private credit providers, bond issuers, and corporate borrowers across a broad spectrum of financing structures. Having led numerous high-profile, innovative, and award-winning transactions, her expertise spans venture debts, alternative financings, acquisition finance, real estate finance, fund finance, corporate credit lending, and margin finance, with a particular focus on transactions involving China-related elements and complex structures.

Her experience extends to debt capital markets, non-contentious restructurings, and regulatory compliance matters.

“I am so impressed by Olivia’s professional knowledge, experience, market awareness, services quality, dedication and efficiency. She is an experienced negotiator, problem solver and friendly partner.”
Chambers Greater China Region 2026

Olivia has been recognized as:

• a leading individual in Banking & Finance by Chambers Greater China Region (2023-2026); 
• a recommended lawyer by The Legal 500 Asia Pacific (2023-2026) for Banking and Finance as well as for Restructuring and Insolvency; and
• one of the “Growth Drivers” in China Business Law Journal’s A-List (2024-2025).

Clients praised Olivia as follows:

• “Olivia possesses strong leadership, deep knowledge and always delivers quality advice and services” (Chambers Greater China Region 2026);
• “Olivia possesses very professional knowledge in banking finance. She remained patient, calm and professional and helped us achieve a favourable outcome” (The Legal 500 Asia Pacific 2026);
• she is “an excellent and professional lawyer with broad business knowledge and excellent communication skills” (Chambers Greater China Region 2025);
• she is “an extremely reliable and trustworthy lawyer who handles all situations well” and “detail-oriented, proactive and responsive” (Chambers Greater China Region 2024); 
• she has “extensive experience and . . .  very strong in banking finance; she can deliver quick and constructive comments to protect clients’ interests” (Chambers Greater China Region 2023); and
• “the very professional Olivia Ngan possesses excellent knowledge and experience in banking finance matters” (The Legal 500 Asia Pacific 2023). 

Olivia is a member of the Documentation Committee and the Women in the Loan Market Asia of the Asia Pacific Loan Market Association (APLMA). She is a Local Inclusion Committee Leader and the Co-Chair of the SidleyWomen Affinity Group for the firm’s office in Hong Kong. 

Prior to re-joining Sidley, Olivia was a counsel in the Hong Kong office of a Magic Circle firm. Earlier in her career, she practiced at a number of other leading international law firms in London. 

Olivia is dual-qualified in England and Wales and in Hong Kong, and she is qualified as a CPA Australia, having trained at a Big Five accounting firm. Olivia is fluent in English, Cantonese, and Mandarin.

Recent experience includes representation of*:

Hybrid Capital, Alternative Financings, and Venture Debts

• R-Bridge Healthcare Fund, a subsidiary fund of healthcare-focused CBC Group, on a US$40 million royalty-backed financing to Yisheng Biopharma Co., Ltd. This is the first royalty-backed financing in China’s biopharmaceutical industry. The deal has been named as one of the “Deals of the Year 2022” by China Business Law Journal and shortlisted for “Deal of the Year: Loan” at the IFLR Asia-Pacific Awards 2023.
• R-Bridge II Investment One Limited, a subsidiary of healthcare-focused CBC Group, on a US$40 million royalty-linked pre-IPO financing for Mirxes Holding Company Limited, a Singapore-headquartered RNA technology company that is a pioneer and leader in developing and commercializing accurate, non-invasive, and affordable blood-based miRNA test kit products for the early detection of cancer and other diseases.
• CCB International Asset Management Limited in connection with certain pre-IPO investments in China Aircraft Leasing Company Limited, a company listed on the Stock Exchange of Hong Kong Limited, by way of secured exchangeable loan notes. 
• China Chengtong Development Group Ltd. (HKEX: 0217) in its equity investment and mezzanine debt financing in the aircraft sales and leasing business of China Aircraft Leasing Group Holdings Limited. The transaction involved financing the acquisition of an ever-changing portfolio of eligible aircraft. 
• Silicon Valley Bank in various venture loan financing with warrant features.
• The investment platforms of a major P.R.C. bank in various pre-IPO investments.
• A leading pan-Asian fintech platform which operates a virtual lender and a virtual bank, as well as multiple online financial services, on its US$75 million term and revolving credit facilities, with warrants. 

Acquisition Finance 

• China Merchants Bank Co., Ltd. as mandated lead arranger on an acquisition facility for a member of the Creat Group in connection with its all-cash offer for the voluntary takeover of Biotest AG, a German pharmaceutical company. Creat is a Chinese investment group that invests in healthcare and pharmaceuticals, manufacturing, energy, finance, and natural resources. The takeover was valued at approximately €940 million. 
• A P.R.C.-based asset management company in its provision of a United States dollars equivalent to RMB1.4 billion term loan facility to finance the subscription of shares in a company listed on the Stock Exchange of Hong Kong Limited.
• CNIC Corporation Limited and Marcis Holdings Corporation Limited on this cross-border guaranteed and secured loan to finance the acquisition by China Glass Holdings Limited (HKEX: 3300) of a Hong Kong target company and refinanced a loan made available to a glass manufacturer in Kazakhstan by the Development Bank of Kazakhstan of a subsidiary of the target.
• Inspiration Capital Partners, a leading mid-market private equity firm focusing on growth and control investments in China’s healthcare, consumer, and financial/business services sectors, in connection with its leveraged acquisition of Antute (Beijing) Technology Limited, a leading provider of third-party maintenance services for data center infrastructure and critical IT assets in China.
• Golden Eagle Retail Investment Limited, as borrower, in the RMB2.15 billion acquisition finance from China Merchants Bank Co., Ltd., through its Haikou branch for the proposed privatization of Golden Eagle Retail Group Limited, a Hong Kong-listed department store chain operator.
• Petron Corporation and San Miguel Corporation in connection with the financing of the acquisition of ExxonMobil’s downstream oil business in Malaysia. A total of US$577.3 million was raised for the acquisition financing, including the related working capital facilities.
• A Hong Kong-listed P.R.C. real estate developer on a RMB1 billion term loan facility for the purposes of financing part of the consideration for the acquisition of certain shares in a target company, which indirectly holds various real estate projects in the P.R.C. and debts owed by the target with an onshore facility to one of the target’s onshore subsidiary.

Real Estate Related Finance

• The Hongkong and Shanghai Banking Corporation Limited and Citibank, N.A. on a US$171 million secured and cross-guaranteed syndicated refinancing facility secured by a shopping mall and hotel in Hong Kong. 
• Kingston Finance Limited on a HK$1.5 billion term loan facility secured by certain houses on Peak Road and Plantation Road, Hong Kong.
• OCBC on various HK$2 billion term fixed rate bi-lateral loan facilities for two major Hong Kong developers. 
• The arrangers on a HK$3.7 billion senior term loan syndicated facility for a major technology and media company which is a member of Cheung Kong–Hutchison Group.
• Adventure Success Limited, a subsidiary of Shimao Group Holdings Ltd., one of the largest Chinese real estate developers, on the successful closing of (i) senior loan facilities of HK$10.3 billion to replace its original syndicated project loan facilities and (ii) junior loan facilities of approximately HK$1.1 billion and Hong Kong dollars equivalent to approximately US$77 million to replace certain existing loans borrowed by other members of the Shimao group, both provided by United Overseas Bank Limited (as arranger). The transaction was to facilitate the ongoing construction of the Hong Kong Kowloon Tai Wo Ping project, which is one of Shimao group’s most valuable offshore real estate projects. The deal has been named as one of the “Deals of the Year 2022” by China Business Law Journal and shortlisted for “Deal of the Year: Loan” at the IFLR Asia-Pacific Awards 2023.
• Unicorn Bay (Hong Kong) Investments Limited, the joint venture between Logan Group Company Limited and KWG Group Holdings Limited (the “Listcos”), as borrower on its:
  
  • HK$10.2 billion syndicated term loan facilities granted by (among others) China CITIC Bank International Limited as one of the lead arrangers, for the refinancing its existing mortgage loan and construction costs in relation to a property development project in Ap Lei Chau, Hong Kong; and
  • HK$8.2 billion (US$1.05 billion) loan facility, secured by the fully developed luxury residential property “The Corniche”. The closing of this refinancing facility is expected to play a pivotal role in supporting the ongoing offshore debt restructuring efforts of the Listcos, providing them with necessary liquidity
• Shimao Group Holdings Limited and its subsidiary Brand Rise Limited as borrower on the successful restructuring of its original HK$4.5 billion project loan facilities arranged by The Hongkong and Shanghai Banking Corporation Limited as agent. The transaction has been beneficial to the business operations and enhancement of Sheraton Hong Kong Tung Chung Hotel and the Four Points by Sheraton Hong Kong Tung Chung Hotel, both of which are one of the most notable and valuable offshore projects developed by Shimao group. Further, securing the financing resources of the two assets are critical to the ongoing restructuring of Shimao group’s offshore debt and may provide additional credit enhancement for the debt restructuring, which will benefit all stakeholders of Shimao group as a whole.
• A subsidiary of one of the largest Hong Kong-listed P.R.C. real estate property developers in its HK$7.6 billion senior loan facilities arranged by China CITIC Bank International Limited and secured by a mortgage over a Grade A office building in Wan Chai, the refinancing of the facilities and the related mezzanine financing.
• A major Hong Kong-listed P.R.C. real estate property developer in the HK$5 billion secured and guaranteed syndicated term loan facilities to an SPV borrower and a HK$3 million mezzanine secured and guaranteed syndicated loan to finance a development project in Kai Tak, Kowloon.
• A wholly owned subsidiary of one of the largest Hong Kong-listed P.R.C. real estate developers on a pioneer HK$1,928,478,400 dual-tranche secured and guaranteed four-year term loan facility arranged by a major Chinese bank to fund the acquisition and construction costs of a property development project in Cheung Sha Wan, Hong Kong, and the restructuring of such financing with a senior loan, mezzanine notes and fund investment structure. 
• A wholly owned subsidiary of China Evergrande Group as borrower on a dual-tranche secured and guaranteed 3.5-year term loan facility in an aggregate amount of HK$5.28 billion and arranged by China Everbright Bank Co. Ltd., Hong Kong Branch, for the financing of the acquisition and construction costs of a property development project in Tuen Mun, Hong Kong and the related mezzanine and secured financing. 
• A JV company set up by two Hong Kong-listed real estate developers in its US$225 million and HK$741 million syndicated secured any guaranteed term loan granted by a syndicate of banks with an onshore facility granted to the onshore project company.

Equity-backed and Margin Finance

• Santander on margin financing backed by shares of companies listed on the Australian Stock Exchange and the Main Board of the Stock Exchange of Hong Kong Limited. 
• An investment platform of a major P.R.C. bank in its investment backed by common stocks in SkyPeople Fruit Juice, Inc. (listed on NASDAQ).
• Huarong Finance as lender in connection with a margin loan secured over shares in a Hong Kong-listed company.
• A joint venture set up by one of the world’s largest conglomerate and a major trading firm based in Japan on a HK$17.5 billion term loan facility secured by a minority stake in CITIC Limited.
• A wholly owned subsidiary of a major Hong Kong-listed P.R.C. real estate developer in connection with an up to HK$8.973 billion secured and guaranteed three-year term loan facility to fund the acquisition of certain delisted H-shares. 
• Sunac China Holdings Limited as borrower on its US$270 million margin loan facility with Morgan Stanley Asia Limited as arranger and China Construction Bank (Asia) Corporation Limited as agent backed by shares of its subsidiary listed on the Main Board of the Stock Exchange of Hong Kong Limited.
• Significant shareholders of various major companies listed on the Main Board of the Stock Exchange of Hong Kong Limited on equity-backed margin financings.

Fund Finance

• R-Bridge Healthcare Fund, a fund managed by healthcare-dedicated asset management firm, CBC Group, on a US$120 million “hybrid” financing granted by Natixis Corporate & Investment Banking through its Hong Kong branch. This transaction is market-leading as it is a bespoke hybrid fund financing which is emerging in the Asian market. 
• A major master fund on a US$60 million financing arranged by the Singapore Branch of a major Japanese bank with an accordion option of up to US$300 million. The feeder funds include an independent, institutional investment firm providing long-term capital and strategic guidance to alternative asset management firms.

Asset Finance

• Citibank, N.A. on aircraft financing transactions.
• Citibank, N.A. on the restructuring of an aircraft loan to a Swiss borrower and an Austrian owner/guarantor due to the change in operator and country of registration from Austria to the UK.
• Kaupthing Bank on a pre-delivery aircraft finance transaction of US$20 million with multiple drawings.
• A syndicate of Indian banks as lenders on a US$82 million secured and guaranteed term loan facility for the financing of the acquisition of the two on-shore rigs in Nigeria.
• A club of Indian banks as tranche B lenders on their participation in a US$237.7 million term loan facility to Essar Group involving taking security over an offshore oil rig in Liberia.
• A syndicate of Indian banks on a US$11.98 million term loan facility and a US$20 million trade credit facility to an Indian shipping company for the acquisition of a dry bulk carrier including the transfer from a Hong Kong flag to an Indian flag after acquisition.

Other Financings 

• One of the largest P.R.C. banks as arranger and lenders on a club loan for the leading provider of shared communication fiber network in Emerging Asia secured by fiber optics in Myanmar. 
• A syndicate of Indian banks on a US$110 million secured and guaranteed term loan facility to a leading energy group in India, in respect of the exploration and development of a natural gas field in Rajasthan, India.
• A major P.R.C. bank as lead arranger, agent and lender on a CNH540,000,000 (or its equivalent in HKD or USD) guaranteed syndicated loan to a subsidiary of a P.R.C. provincial state-owned company.
• Allied Irish Banks on ISDA transactions.
• Hong Kong Airport Authority on its HK$35 billion five-year term and revolving facilities that will support the costs of the upgrade of the Hong Kong International Airport and construction of a new third runway. The loan is compliant with EPIV which is the latest iteration of the Equator Principles.
• Geely, as borrower, on:
  • the successful closing of a syndicated term loan of €2.57 billion (US$2.98 billion) with a syndicate consisting of 15 banks; and
  • a US$400 million syndicated green loan facility with the Hongkong and Shanghai Banking Corporation Limited as the global coordinator and agent for a syndicated of banks to finance and/or refinance certain eligible green projects and/or social projects.
  Geely is China’s leading automotive manufacture and a global mobility technology group.
• Shandong Weigao Group Medical Polymer Company Limited (HKEX: 1066, Shandong Weigao Group) on the successful signing of the loan agreements with International Finance Corporation, a member of the World Bank Group and the largest global development institution focused on the private sector in developing countries, pursuant to which loans with an aggregated principal amount of up to US$250 million (equivalent to approximately HK$1.95 billion) will be made available to the Borrower, a wholly owned subsidiary of the Company. Shandong Weigao Group is a medical device company in China, principally engaged in the research and development, production, and sale of single-use medical devices.
• Caidya in connection with its credit facilities with a global banking institution.
• China Oil and Gas Group Limited on its offshore syndicated loans, including two sustainability-linked term loan facilities signed in December 2023, facility amount of which is US$300 million for the 364-day term loan and up to US$350 million for the three-year term loan (with option to extend for two years) respectively. The two loan facilities are secured by existing share security securing its existing bonds on a pari passu basis and have further integrated sustainability performance targets and KPIs for greenhouse gas emissions and employee training programs. The deals are funded by eight international banks and arranged by China CITIC Bank International Limited and Ping An Bank Co., Ltd. as joint mandated lead arrangers, bookrunners, and underwriters.
• An Indonesian premier petrochemical producer on a US$265 million seven-year secured and guaranteed term loan with a letter of credit facility granted by a club of international banks as lenders for the financing of capital expenditure required for a naphtha cracker expansion project.
  
   
• Sunac China Holdings Limited and Sunac Greentown Investment Holdings Limited as the borrower and certain of its subsidiaries as guarantors on a complex multi-jurisdictional US$450 million three-year term loan facility granted to the Borrower. This transaction was named as “Banking and Finance Deal of the Year” by China Business Law Journal 2013.
• Agile Group Holdings Limited, KWG Group Holdings Limited, Shimao Group Holdings Ltd. and Guangzhou R&F Properties Co., Ltd. as guarantors and R&F as undertaker on the joint venture set up by the sponsors, Accord Wing Limited as guarantor and its direct subsidiary, the joint venture as borrower, on a complex transferable HK$2.7 billion three-year term loan facility, and an onshore RMB1 billion three-year term loan facility granted to the onshore borrower.
• JY Grandmark Holdings Limited, a Hong Kong-listed real estate developer, on:

  • its debut secured and guaranteed syndicated Hong Kong dollars and United States dollars equivalent term loan facilities arranged by Hang Seng Bank Limited, The Bank of East Asia, Limited, and Chong Hing Bank Limited; and
  • a refinancing of its existing HK$517.47 million syndicated loan facility and the entry into various new security arrangements, including but not limited to offshore share charges, second-ranking mortgages over Hong Kong properties, and onshore pledge of equity interest.
• Xu Bao (HK) Co, Limited in its US$225 million and HK$741 million syndicated secured term guaranteed by CIFI Holdings and Greenland Hong Kong Holdings granted by a syndicate of banks with Standard Chartered Bank as the facility agent. The deal involved complex onshore and offshore security arrangements and financing structures, for the purposes of funding financial expenses and corporate funding requirements of the borrower.
• Various Hong Kong-listed P.R.C. real estate developers, including Shimao Group Holdings Ltd., Sunac China Holdings Limited, Agile Group Holdings Limited, Country Garden Holdings Company Limited, KWG Group Holdings Limited, Guangzhou R&F Properties Co., Ltd., Redco Properties Group Limited, JY Grandmark Holdings Limited, Kaisa Group Holding Ltd., China Evergrande Group, and Times China Holdings Limited, on their syndicated term loans which are secured by existing share security securing its existing bonds on a pari passu basis and guaranteed by various offshore subsidiaries and other bilateral and structured financings.
• Sino Biopharmaceutical Limited, Zhongyu Energy Holdings Limited (formerly Zhongyu Gas Holdings Limited), and Fufeng Group Limited on syndicated loan facilities.

Capital Markets and Private Placements

• The dealer managers, in connection with New World Development Company Limited’s exchange offer, which resulted in the exchange of approximately US$2.53 billion of its existing securities for around US$1.36 billion of new securities. The new securities comprised perpetual securities and bonds, each supported by intercompany loans that are secured by flagship property assets and guaranteed by New World Development.
• The underwriters, in connection with the offering of €400 million (approximately US$464 million) 5.875% senior notes due 2030 by Fortune Star (BVI) Limited, a subsidiary of Fosun International Limited, and a concurrent tender offer of its 3.95% senior notes due 2026.
• CSSC Capital 2015 Limited on its initial take-down of CNY1 billion (approximately US$141 million) 1.95% senior notes due 2028 under the US$3 billion MTN program guaranteed by CSSC (Hong Kong) Shipping Company Limited.
• Various P.R.C.-based Hong Kong listed bond issuer clients, including Fosun International Limited, China Oil And Gas Group Limited, China Water Affairs Group Limited, Shimao Group Holdings Ltd., Times China Holdings Limited, Country Garden Holdings Company Limited, Agile Group Holdings Limited, KWG Group Holdings Limited, Kaisa Group Holdings Limited, Sunac China Holdings Limited, CIFI Holdings (Group) Co. Ltd., DaFa Properties Group Limited, Guangzhou R&F Properties Co., Ltd., Logan Group Company Limited, and Jiayuan International Group Limited, on high-yield bond issuance transactions from a Hong Kong law and loan compliance perspective.
• A subsidiary of a Hong Kong-listed P.R.C. property company for the purpose of its issuance of the guaranteed and secured notes in an aggregate principal amount of up to US$120 million to the offshore investment platform of a P.R.C. state-owned banks.  

Debt Restructurings 

• Sunac China Holdings Limited on the successful restructuring of its:
  • US$9.6 billion in offshore debt. All scheme claims will be exchanged for mandatory convertible bonds which will be converted into shares of Sunac upon maturity of the bonds. The restructuring represents the first full equitization in the China real estate market; and
  • US$10.2 billion offshore debt. The complex transaction was implemented through a scheme of arrangement in Hong Kong, which was sanctioned on October 5, 2023, and parallel Chapter 15 recognition proceedings in the U.S. District Court for the Southern District of New York. The restructuring became effective on November 20, 2023, and is a landmark deal. It is the largest offshore restructuring transaction completed by a Chinese property group and it achieved both the highest supporting rate and the highest deleveraging ratio of recent offshore schemes in this sector. The deal has been named as “Restructuring Deal of the Year” by IFLR Asia-Pacific Awards 2024, and also won the “Asia-Pacific Restructuring” award at International Financing Review’s IFR Awards 2023 and the “Turnaround Deal” award at the IFR Asia Awards 2023.
• Sino-Ocean Group Holding Limited on the successful restructuring of its approximately US$6 billion offshore debt. This landmark project is the first-ever “Cram across” in which Hong Kong-governed debt was used to cram down English law-governed debt through a twin Part 26A Restructuring Plan and Hong Kong scheme of arrangement, and the first time that a Chinese real estate company has used an English Restructuring Plan. The deal has won the “Pioneering Spirit Award” at the 2025 Global Restructuring Review Awards.
• Shimao Group Holdings Limited on the successful restructuring of its US$11.5 billion in offshore debt. The restructuring was conducted in parallel with bilateral restructurings of certain other offshore debts outside of the scope of the scheme totaling US$2 billion. This deal is one of the largest China real estate restructurings. The deal was named “Deal of the Year” by China Business Law Journal 2024 and recognized as “Best Property Deal: China Offshore” by FinanceAsia Achievement Awards in 2025. 
• Kaisa Group Holdings Ltd. on the approximately US$12.3 billion offshore debt restructuring through the dual parallel schemes of arrangement at two different entities in their relevant jurisdictions. This is the largest offshore debt restructuring of a Chinese real estate company that has been sanctioned to date. This deal was named “Restructuring and Insolvency Matter of the Year” at Law.com International’s Asia Legal Awards 2025 and “Deal of the Year” by China Business Law Journal 2024.
• Modern Land (China) Co., Limited on the restructuring of its US$1.34 billion in offshore dollar-denominated notes. Through the restructuring, the defaulted New York law-governed existing notes are to be replaced by a combination of cash and new notes with extended maturity. Modern Land is a real estate developer focusing on the development of green, energy-saving, and eco-friendly residences in the People’s Republic of China. The deal has been named as one of the “Deals of the Year 2022” by China Business Law Journal.
• Zhongliang Holdings Group Company Limited on the successful restructuring of its approximately US$1.2 billion of offshore debt.
• Certain other major Hong Kong-listed real estate companies on offshore debt restructuring transactions, including Redco Properties Group Limited, China Evergrande Group, Country Garden Holdings Company Limited, Logan Group Company Limited, Guangzhou R&F Properties Co., Ltd., Fantasia Holdings Group Co., Limited, Times China Holdings Limited, KWG Group Holdings Limited, Zhenro Properties Group Limited, and Powerlong Real Estate Holdings Limited.

Distressed Situations 

• A credit fund on a successful debt recovery against a Nasdaq-listed company in relation to a defaulted loan.
• A real estate private credit investment management firm specializing in distressed investments, as purchaser in an acquisition of non-performing loans portfolios from one of the biggest P.R.C banks. The purchase is secured by luxury residential units and car parking spaces in Hong Kong.
• An investment banking and asset management platform of a Chinese joint-stock commercial bank in its acquisition of distressed loans due from a certain key shareholder of a China-based coffeehouse chain and the related restructuring of such loan involving a potential debt/equity swap, pursuant to the debt restructuring support agreement.

Merger and Acquisition 

• Advising Kroll on its proposed acquisition of Madison Pacific from a financing and an agency perspective. Kroll is a prominent independent provider of global financial and risk advisory solutions.

*Includes matters completed prior to joining Sidley.