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  • Conrad Chan

    陳智聰
    Partner
    Hong Kong
    T: +852 3443 1012
    M: +852 9098 8975
 

 Professional Biography

 

  • Conrad Chan is a partner in the Hong Kong office of King & Wood Mallesons. Conrad specialises in advising on mergers and acquisitions (public and private), private equity transactions, insolvency/corporate workouts and debt restructuring, listings and public offerings, capital markets transactions, securities regulatory compliance, joint ventures and other commercial transactions across various jurisdictions. He frequently acts for and advises multinational, China and Hong Kong enterprises and financial institutions on a wide range of matters. He has been practising law in Hong Kong since 1994. He is rated as one of the leading lawyers in Capital Markets (China) by IFLR1000, 2010.

    Conrad has also focused his practice on private equity transactions, having acted for investment funds and issuers on a number of private equity transactions, some of them having led their way to IPO exits. With his private/public M&A, joint ventures as well as IPO experience, Conrad is able to advise these clients from day one to exits.

    Conrad has participated in a number of corporate rescues and workouts since the 1997/1998 Asian financial crisis involving insolvency, regulatory and company law issues and is mentioned in 2010 by IFLR 1000 for his "dedication and knowledge of Hong Kong regulation and listing rules".

    He is qualified in Hong Kong and holds a bachelor of laws degree from the University of Hong Kong (1991) and the University of Peking, China (1997). He was qualified as a solicitor in Hong Kong in 1994 and has worked for several leading cross-border law firms, including Herbert Smith and subsequently Deacons (as a partner).

    He has extensive experience across a wide variety of industry sectors including the financial services and securities industry, healthcare, outsourcing, technology and telecommunications, property development and leasing, mining, energy and natural resources, and trading, retail and manufacturing.

    Conrad regularly speaks at public conferences. He is also the author of various published articles on company and securities laws.

    He speaks fluent English, Cantonese and Mandarin.

    “... Conrad Chan are praised by clients for their 'dedication and knowledge of Hong Kong regulation and listing rules'” (IFLR1000, 2010)

    “Leading lawyer, Capital Markets (China)” (IFLR1000, 2010)

    “Conrad Chan is praised for bringing a solid legal foundation and a logical and commercial approach to matters” (Chambers Asia 2009)

    “... and Conrad Chan deemed very much key figures in Hong Kong ECM transactions....its broad mix of talent and varied expertise means it remains a potent force in both equity and debt.” (Asia Pacific Legal 500, 2008/09)
 

 Experience

 
  • 1991: Bachelor of Laws, University of Hong Kong
  • 1994: Solicitor, Herbert Smith
  • 1996: Solicitor, Kwok & Yih
  • 1997: Bachelor of Laws, University of Peking, China
  • 1999: Solicitor, Deacons
  • 2002: Partner, Deacons
  • 2003: Partner, Kwok & Yih
  • 2004: Partner, Mallesons Stephen Jaques, Hong Kong
  • March 2012 to present: Partner, King & Wood Mallesons, Hong Kong
 

 Recent Matters

 
  • M&As/Public company transactions
  • Quality HealthCare Asia Limited on its Very Substantial Disposal of its medical and health administrative servicing businesses for a consideration of approximately HK$1.5 billion. This transaction also constitutes a major transaction for Allied Group Limited and a discloseable transaction for Allied Properties (H.K.) Limited, both being holding companies of Quality HealthCare, which are also listed on the Main Board of the Hong Kong Stock Exchange.
  • SOHO China Limited in its proposed acquisitions of 48.4761% equity interest in Shanghai Hong Sheng Real Estate Development Co Ltd for a consideration of RMB707.1 million. Shanghai Hong Sheng Real Estate owns the Fu Xing Tian De Centre project located in Shanghai for commercial and office use.
  • The controlling shareholder of Fong's Industries in his sale of approximately 37.7% of the voting rights for about HK$1,039 million to a State-Owned Enterprise.
  • Shell Electric Mfg. (Holdings) Company Limited as issuer in a subscription of new shares by China Overseas Land & Investment Limited representing 30% of the issued share capital of the Shell Electric at a consideration of approximately HK$1.5 billion which involves capital reduction, distribution in specie of Shell Electric and a voluntary unconditional cash offer for the acquisition of the shares of Shell Electric by JP Morgan on behalf of China Overseas at offer price of HK$5.0 per share of Shell Electric.
  • Shell Electric Mfg. (Holdings) Company Limited in its acquisition of the remaining minority interests in its non-wholly owned subsidiary in which the consideration is to be satisfied by way of issuance of consideration shares. The acquisition amounts to approximately HK1,234 million.
  • Mongolian Mining Corporation for certain notifiable transactions under the Listing Rules.
  • Hidili Industry for certain notifiable transactions under the Listing Rules.
  • China Overseas Grand Oceans Group, a subsidiary of Hong Kong-listed SOE China Overseas Land and Investment Ltd, in its acquisition of the 30% equity interest in Pan China Land Group for a consideration of HK$1.23 billion. Pan China Land is principally engaged in property investment and development in the PRC.
  • Orchid Asia on its investment by way of subscription of new shares in Asia Cassava Resources Holdings Limited for a consideration of HK$92 million. The subscription shares represents 10% of the issued share capital of Asia Cassava as enlarged by the subscription. Asia Cassava Resources Holdings is the largest supplier of Thai cassava chips in the PRC.
  • Asian Citrus in respect of its acquisitions of Beihai BPG Food and Beverage for a consideration of approximately HK$2.04 billion for cash and issue of new shares. Beihai BPG Food is a leading producer and seller of tropical fruit juice concentrates, fruit purees and quick-frozen fruits in the PRC.
  • Lee Kee Holdings (a listed company on the Main Board of SEHK) in relation to its disposal of 60% shareholding interests in Foshan Nanhai Almax Non-Ferrous Metals Company Ltd for a consideration of approximately HK$38.69 million. It involved consultation with SEHK on the recently promulgated exemption of "insignificant subsidiary" under Listing Rule 14A.31(9). The target company principally engages in manufacturing and trading of aluminum alloy in the PRC.
  • Quality HealthCare Asia Limited in the possible unconditional cash offers by Sun Hung Kai International Limited for and on behalf of Wah Cheong Development (B.V.I.) Limited for all of its issued shares and outstanding warrants.
  • K. Wah International Holdings Limited in the possible acquisition of 88.1% of the voting shares carrying 97.9% of the economic interest in Galaxy Casino, S.A. by Galaxy Entertainment Group Limited (formerly K. Wah Construction Materials Limited).
  • Investor AB and Orchid Asia, as existing investors in a leading PRC enterprise digital data storage company, in an investment by a leading private equity investor
  • Capital markets
  • A PRC fruit juice manufacturer in a pre-IPO investment by various private equity funds led by AID Partners Capital Limited by way of issue of exchangeable bonds in aggregate amount of over US$30 million.
  • Acted for companies and sponsors and underwriters in various major IPOs involving international placement and Hong Kong public offerings. Recent examples include Mongolian Mining, Hidili Industry, iOne Financial, Xiwang Sugar, Fittec International, China Haisheng Juice, Huali Holdings, CMA Logistics, Xinjiang Tianye Water Saving Irrigation and Aupu Group.
  • Asian Citrus (listed on AIM) in its listing by introduction on the Hong Kong Stock Exchange.
  • Acted for issuers, arrangers and placing agents in various ECM and DCM transactions.
  • Restructuring and distress assets
  • ADM Capital in the restructuring of Far East Pharmaceutical Technology Company Limited (with provisional liquidators appointed at that time) involving a creditors' scheme of arrangement under section 166 of the Companies Ordinance, capital restructuring and subscription of shares
  • Advised on corporate rescue, workouts and debt restructurings of private and public companies, including the following workout proposals: Far East Pharmaceutical Technology; Yaohan Hongkong Corporation (leading to the listing of Asia Standard Hotel Group Limited on the Main Board; Yaohan International; Gilbert Holdings; acted for a listed company in electronics business in respect of its debt restructuring with 14 major banks; H B International.
  • Advised on liquidators' sale of assets of public and private companies in distress.
  • Joint ventures
  • Asia Financial Holdings Limited in its establishment of a life insurance joint venture with PICC Holding Company, Sumitomo Life Insurance Company and Bangkok Bank Public Company Limited.
  • K. Wah International Holdings Limited in the establishment of a joint venture with Shanghai Baosteel Group Corporation, Mitsubishi and Tokyu.
  • A Japanese company engaging in the business of biological technology to set up a joint venture with a PRC biological technology group to market and distribute products designed and manufactured by the PRC group in Japan.
 

 Professional Memberships

 
  • Law Society of Hong Kong