Christopher Cheng

Recent experience includes the representation of:

• 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 “Deal of the Year” by China Business Law Journal, 2024.
• Underwriters in connection with China Ruyi Holding Limited’s offering of HK$2.341 billion (approximately US$300 million) 3.95% convertible bonds due 2030. The bonds may be converted into Conversion Shares pursuant to Regulation S.
• Sino-Ocean Group Holding Limited on the successful restructuring of its approximately US$6 billion offshore debt. This landmark project is the first restructuring of a Chinese real estate group to be implemented under an English Restructuring Plan. The restructuring was implemented using a Part 26A RP in the United Kingdom and an interconditional and partially overlapping scheme of arrangement in Hong Kong.
• HK Acquisition Corporation (HKEX: 7841), a publicly traded SPAC in its business combination with Synagistics Pte. Ltd, a data-driven digital commerce solutions platform in Southeast Asia. The successor company has been renamed Synagistics Limited (HKEX: 2562). This is the first de-SPAC transaction and listing in Hong Kong since the SPAC regime under Chapter 18B of the Hong Kong Listing Rules took effect in January 2022.
• TMF Group, a leading provider of compliance and administrative services, in its acquisition of Sino Corporate Services Group, a provider of fund, trust and corporate services located in Hong Kong, Mainland China and Singapore.
• Gala Technology Holding Limited (HKEX: 2458) in connection with its initial public offering and listing on the Main Board of The Stock Exchange of Hong Kong. Gala Technology is a leading mobile game developer, publisher and operator in China with a focus on mobile sports simulation games for global markets. 
• Yum China Holdings, Inc. (HKEX: 9987; NYSE: YUMC) in connection with the successful voluntary conversion of its secondary listing status to a primary listing status on the Main Board of The Stock Exchange of Hong Kong (HKEX). Yum China, the largest restaurant company in China in terms of system sales, has become dual-primary listed on the HKEX and NYSE.
• Hui Gao Investments Development Limited, affiliate of Redco Properties Group Limited (HKEX:1622), on the execution of the investment agreement with Makati City and IRC Properties Inc. (now known as Philippine InfraDev Holdings Inc.) in connection with the construction of a public railway transport system and associated services in Makati City, Philippines (the Project). The Project will construct and develop an eight-station subway and high-end property on top of the stations along the subway in Makati City.
• Shougang Holding (Hong Kong) Limited in connection with the acquisition of a stake in Shougang Concord Century Holdings Limited from the Client's subsidiary.
• Shougang Holding (Hong Kong) Limited in connection with the acquisition of a stake in Global Digital Creations Holdings Ltd. from the Client's subsidiary.
• Citychamp Watch & Jewellery Group Limited (HKEX: 256) (Citychamp), through its wholly owned subsidiary VGB Limited (VGB), acquired 58.22 percent issued share capital of Ernest Borel Holdings Limited (HKEX: 1856) (Ernest Borel) for a total of the consideration of HK$374 million (approximately US$47.7 million). The transaction was completed on September 18, 2018, and triggered the unconditional mandatory cash offer for all issued shares of Ernest Borel (except for shares already owned or agreed to be acquired by VGB) under the Takeovers Code for VGB. The total price of the offer is about HK$361 million. This transaction is in line with Citychamp’s market diversification strategy. Sidley acted as VGB legal counsel in the transaction. 
• Sunac China Holdings Limited, one of the leading real estate developers in China, in connection with its acquisition of 91 percent equity of 13 cultural and tourism project companies for RMB43.8 billion from Dalian Wanda Commercial Properties Co., Ltd., a Chinese commercial property conglomerate.
• Sunac China Holdings Limited in its investment in 8.61 percent equity interest in Leshi Internet Information & Technology Corp (Beijing), 15 percent equity interest in Le Vision Pictures (Beijing) Co. Ltd. and 33.4959 percent equity interest in Leshi Zhixin Electronic Technology (Tianjin) Limited at an aggregate consideration of approximately RMB15 billion. Leshi Internet, a company listed on the Shenzhen Stock Exchange, has the P.R.C.’s leading Internet content copyright library, content production capacity and cloud video platform and owns a controlling stake in the largest smart TV company in the P.R.C. Leshi Pictures is a P.R.C.-based company primarily engaged in film production, film publicity and release, copyright operations and business development. Leshi Zhixin, a subsidiary of Leshi Internet, is engaged in the business of the research and development, production and sales of intelligent Internet TV under the brand of Leshi Super TV and carries the big screen ecological business of Leshi Internet.
• Boom Profit Investments Limited, a subsidiary of EOC Pharma Group, in relation to its US$32 million Series B financing.
• Bloomage BioTechnology Corporation Limited in relation to its HK$3,083.93 million privatization proposal for Bloomage by way of a scheme of arrangement (the Scheme). The deal was structured in a way such that an option offer would be made to the option holders subject to and upon the Scheme becoming effective but no comparable convertible bond offer and warrant offer would be made. The consideration for the Scheme shares and the option offer was financed by a secured loan facility and Sidley assisted the Offeror with the negotiation of such facility as well as provided support at every stage of the deal from the initial structuring to the closing of the transaction. Bloomage had been listed on the Main Board of the Stock Exchange of Hong Kong Limited since 2008 and is principally engaged in the development, manufacture and sales of raw materials and end products for a diversified range of HA and is a leading provider of medical aesthetics products and services in the P.R.C. and one of the world’s largest producers of HA raw materials.
• Zall Group Limited, a company listed on the Main Board of the Stock Exchange of Hong Kong Limited, acquired approximately 52.48 percent of the total equity interest in HSH International Inc. for US$29.5 million by way of acquisition of shares from the vendors and subscription of shares in HSH International. HSH International and its subsidiaries are principally engaged in the trading of chemical and plastic raw materials. The transaction constitutes a very substantial acquisition of Zall Group Limited under the Hong Kong Listing Rules.
• Sunac China Holdings Limited, in connection with its acquisition, through its subsidiaries Runze Property and Runding Property, of further shares in Jinke Property Group Co., Ltd. (Jinke Property), representing approximately 6.17 percent of the total issued shares of Jinke Property at the total consideration of approximately RMB1.7 billion. Jinke Property is a company listed on the Shenzhen Stock Exchange Limited and is engaged in real estate development in core second-tier cities in China.
• HNA Aviation (Hong Kong) Holdings Co., Limited, in connection with the acquisition, through its subsidiary HNA Aviation Investment Holding Company Ltd (the Offeror), of 61.44 percent of the entire issued share capital of KTL International Holdings Group Limited (KTL) for an aggregate consideration of HK$595 million. The acquisition was completed on December 29, 2016, and triggered the requirement for the Offeror to make a mandatory unconditional cash offer for all the issued shares of KTL (other than those already owned or agreed to be acquired by the Offeror) pursuant to the Takeovers Code and valued at approximately HK$373,260,703. KTL is principally engaged in the manufacture and sale of jewelry and related products and is listed on the Main Board of the Stock Exchange of Hong Kong Limited.  
• HNA Group Co., Ltd., in connection with its acquisition, through its subsidiary China Civil Aviation (Cayman) Investment Group Limited, of 195,600,000 shares of Jia Yao Holdings Limited (Jia Yao) the shares of which are listed on the Main Board of the Stock Exchange of Hong Kong Limited (the Acquisition) for an aggregate consideration of HK$391,200,000 (equivalent to approximately US$50,440,000). The completion of the Acquisition took place on December 30, 2016, which triggered the requirement for HNA Group to make a mandatory unconditional cash offer for all the issued shares of Jia Yao pursuant to the Code on Takeovers and Mergers. Jia Yao Holdings Limited and its subsidiaries are principally engaged in the design, printing and sales of paper cigarette packages and social product paper packages in the P.R.C.
• HNA Group Co., Ltd., in connection with its subscription, through its subsidiary HNA Hotel Group (Hong Kong) Company Limited, of 136,170,212 H shares, representing approximately 13.49 percent of the total enlarged issued share capital of Northeast Electric Development Co., Ltd. (Northeast Electric) for a consideration of HK$320,000,000 (equivalent to approximately US$41,265,000). Completion of the Subscription will be conditional on, inter alia, the approval of China Securities Regulatory Commission. The H shares and A Shares of Northeast Electric are listed on the Main Board of the Stock Exchange of Hong Kong Limited and Shenzhen Stock Exchange, respectively. Northeast Electric, together with its subsidiaries, is principally engaged in the production and sales of power transmission equipment and related accessories, provision of relevant after-sale services, and provision of power transmission technology developing, consulting, transferring and testing services.
• China Baoli Technologies Holdings Limited (formerly known as REX Global Entertainment Holdings Limited), a Hong Kong-based and listed investment holding company, in its acquisition of 30 percent of the issued share capital of Yota, a Russian smartphone maker, and the exclusive license to market and sell “YOTAPHONE” in the China region for seven years. The transaction size is approximately US$100 million.
• China Tianrui Group Cement Company Limited, a manufacturer and distributor of cement and clinker products in China whose shares are listed on the Stock Exchange of Hong Kong Limited, in its acquisition of 100 percent equity interest in Yongan Cement and 55 percent equity interest in Xindeng Cement from Tianrui Group Company Limited at a total consideration of RMB919 million. The transaction involves a whitewash waiver application.
• Zall Group Limited, a Hong Kong-listed commercial property developer and operator and provider of integrated wholesale trading platforms supported with logistics and warehousing, e-commerce and finance services in China, in its acquisition of a majority stake in Shenzhen Agricultural Product E-commerce Joint Stock Company, a China-based company which engages in B2B e-commerce for the trading of agricultural products, services including supply chain management and supply chain finance, for an aggregate consideration of up to HK$2.6 billion. The transaction constitutes a very substantial acquisition of Zall under the Hong Kong Listing Rules.
• Daohe Global Group Limited in relation to the acquisition of 100 percent of the entire issued share capital of Loovee Holdings Inc. The transaction represents a major transaction for Daohe under the Hong Kong listing rules. The total consideration is approximately HK$800.5 million composed of payments in cash and in shares of Daohe. Completion of the transaction is subject to various conditions, including amongst other things, shareholders’ approval. Loovee and its subsidiary are principally engaged in the development and operation of a mobile social networking platform named “Duimian,” the largest gamified mobile social networking platform and the second largest stranger-to-stranger mobile social networking platform in the P.R.C.
• Wuling Motors Holdings Limited, an automotive components manufacturer listed on the Stock Exchange of Hong Kong Limited, in (a) a capital increase of Liuzhou Wuling Motors Industrial Company Limited, a non-wholly-owned subsidiary of Wuling Motors, with an additional sum of RMB590 million (approximately HK$686 million) in cash and (b) a placing of convertible notes in the aggregate principal amount of up to HK$700 million for the purposes of funding the capital increase. 
• Sunac China Holdings Limited, one of China’s largest private property developers, in relation to the acquisition of property assets including debt by Sunac Real Estate, a subsidiary of Sunac China, from Legend Holdings Corporation and Raycom for approximately RMB13.7 billion.
• AVIC Joy Holdings (HK) Limited, a Hong Kong-listed investment holding company principally engaged in natural gas, construction material and property-related businesses, in relation to the disposal of entire equity interests in Shandong Sinogas Company Limited, Winfield Innovations Limited and Anhui Sinogas Company Limited for the consideration of RMB175 million.
• Bloomage BioTechnology Corporation Limited in its HK$659 million investment agreement with GIC, Singapore’s sovereign fund, pursuant to which GIC will become a key shareholder of Bloomage BioTechnology by subscribing for its convertible bonds and new shares.
• Landsea Green Properties Co. Limited, in its HK$340 million issue of new shares and perpetual convertible securities to Ping An Real Estate Capital Limited (a subsidiary of Ping An Insurance Group). 
• Redco Properties Group Limited in its HK$778 million allotment and issue of new shares to Nanchang Municipal Public Real Estate Group Limited. 
• CT Environmental Group Ltd. in its HK$722 million placement of new shares to Guo Kai Jin Tai Capital Investment Company Limited, a subsidiary of China Development Bank.
• A privately held company in its sale of a 4S dealership business to China ZhengTong Auto Services Holdings Limited, a Hong Kong Main Board-listed company, for a cash consideration of RMB5.5 billion.