Fiona Chan

Bio

Fiona Chan is a partner in the corporate department of Appleby’s Hong Kong office, advising on a full spectrum of banking and finance, non-contentious insurance, technology and innovation, private client and trust matters relating to the laws of Bermuda, British Virgin Islands and Cayman Islands.

Fiona has almost 20 years of offshore and onshore experience in the Asian market. She leads the Banking and Finance, Private Client & Trusts practices in the Hong Kong office as well as Appleby’s Technology & Innovation Group and Economic Substance Working Group in Asia.

Her broad offshore law practice spans banking and finance transactions including acquisition, leveraged and project financing, shipping and aircraft financing, structured products, bond issuance and restructuring of corporates and financial institutions. In the private client practice space, Fiona specialises in advising on Bermuda insurances and trust structures of various offshore jurisdictions.

Fiona is routinely instructed by major international and Asian financial institutions, listed and private companies, securities providers and leading onshore law firms.

Fiona has been widely recognised by her clients as well as legal directories, such as “Rising Star” by IFLR 1000 from 2018 – 2019. She was selected as one of the region’s 10 most notable offshore lawyers of the Asian Legal Business’ Offshore Client Choice List 4 years in a row from 2017-2020. She was also selected as one of the 2017 Influential Women in Re/Insurance by Intelligent Insurer and recognised in Legal 500 Asia Pacific (Offshore). Most recently, Fiona has been recognised as ‘Next Generation Partners’ in the Legal 500 Asia Pacific 2020 rankings. In addition to Fiona’s broad-ranging financing practice (which includes work for lenders and borrowers across acquisition, asset and project financings), she was also commended as providing ‘excellent quality advice’ across a range of private client matters. Clients were impressed that Fiona ‘always makes herself available to resolve any problems or queries’.

Fiona leads the Female Lenders network for Appleby Hong Kong which brings together women in senior positions across the jurisdictions in which the firm operates.  She has been shortlisteed as Women Lawyer of the Year by Asian Legal Business in 2019. She is also a member of the InsurTech Committee of the FinTech Association of Hong Kong.

Fiona regularly speaks at conferences and seminars and is often asked to contribute to policy discussions, interviews and articles for leading industry organisations and journals in the offshore space.

Fiona is fluent in English, Mandarin and Cantonese.

EXPERTISE:

Some of Fiona’s recent cases include:

Finance and Corporate

• Acting as BVI and Cayman counsel to InfraRed NF, a Hong Kong-based joint venture between InfraRed Capital Partners and Vervain and a leading Greater China real estate investment manager, in a USD45.9m financing investment with HeNeng Group in relation to residential developments in China.
• Acting as BVI and Bermuda counsel to InfraRed NF, a Hong Kong-based joint venture between InfraRed Capital Partners and Vervain and a leading Greater China real estate investment manager, in a USD92.2m financing investment with Fullsun International Holdings Group, a Hong Kong listed property developer.
• Acting as BVI and Cayman counsel to DBS Bank Limited in a HKD1,530m facility in connection with the proposed privatization of Springland International Holdings Limited by way of scheme of arrangement under section 86 of the Companies Law of the Cayman Islands.
• Advising Citigroup Global Markets Asia Limited as BVI counsel in connection with the sale of 26.02% interest in HK-listed Sun Art Retail Group Limited, one of China’s largest supermarket retailers, by Kofu International Limited and Concord Greater China Limited, held by Taiwan-listed Ruentex Group, to Taobao China Holding Limited, a subsidiary of Alibaba Group.
• Advising Haitong International Securities Group Limited as Bermuda and BVI counsel on its subscription of the 6.5% secured convertible bonds due 2020 in principal amount of HKD390,000,000 issued by Carnival Group International Holdings Limited and its various financing arrangements made available to BVI subsidiaries of the group companies.
• Advising CCB International as BVI and Cayman counsel on its purchase of convertible bonds issued by Pa Shun Pharmaceutical International Holdings Limited comprising of USD9.28 million of Series 1 convertible bond and USD6.19 million worth of Series 2 convertible bond.
• Advising Haitong International Securities Company Limited as BVI counsel relation to the provision of HKD2.4B facilities to a Singapore borrower for the acquisition of Tai United Holdings Limited, a Hong Kong-based investment holding company principally engaged in the trading of metal-related commodities.
• Advising China Huarong Macau (HK) Investment Holdings Limited as Cayman counsel in a HKD437m convertible bond subscription issued by Freeman Fintech Corporation Limited, an investment holding company that offers securities and options trading, insurance brokerage, financing, and other related services.
• Advising CCB International as BVI and Cayman counsel on its purchase of convertible bonds issued by Pa Shun Pharmaceutical International Holdings Limited comprising of USD9.28 million of Series 1 convertible bond and USD6.19 million worth of Series 2 convertible bond.
• Advising a leading Swiss bank as BVI and Cayman counsel in a take-private bid of a PRC department store chain by China’s largest online retailer.

Natural Resources, Infrastructure and Transport

• Advising China Development Bank Corporation Dalian Branch as Bermuda counsel in a USD26 million facility to CNG Glass (Nigeria) Fze. (incorporated in Ogun Guangdong Free Trade Zone of Nigeria and a subsidiary of China Glass Holdings Limited) for the purpose of financing the construction of a glass production facility in Nigeria as part of its strategy of investing and developing the African markets under the OBOR policy.
• Advising a major Chinese investment company in relation to a financing for the exploration, development and production of petroleum assets located in Kazakhstan and the northern part of South China Sea in the PRC.
• Advising a leading world bank as Cayman counsel in relation to a USD150m project financing and subsequent refinancing for the purposes of wastewater and sludge treatment, water supply and water environment rehabilitation in the PRC, which paved the way for a series of the bank’s collaboration with the private sector on natural resources and rural development in Asian developing countries.
• Advising the largest Norwegian financial services group as Bermuda and Cayman counsel in global ship finance and vessel acquisition deals, including a USD240m loan facilities for the acquisition of ten vessels and a USD700m facility for the collateral arrangements for change of ownership of vessels.
• Advising an independent upstream company focused on the exploration, development and production of oil and gas in the basins of South East Asia as Bermuda counsel in a USD122m banking and finance facility.

Technology and Innovation

• Advising AngelHub, Hong Kong’s first SFC licensed equity crowdfunding platform for professional investors and global technology start-ups, as BVI counsel in all aspects including corporate advice on the structuring of offshore vehicles, preparation of shareholders’ agreement and constitutional documents of the BVI companies, preparation of suite of documents applicable to the operation of the equity crowdfunding platform; financing advice on series of financing into the group, trust advice on setting up of employee benefit plans for the group and general legal and regulatory assessment.
• Acting as Cayman counsel to a Silicon Valley based frontrunner in autonomous driving technology company in relation to its USD30 million allotment of Series A-3 Preferred Shares and issuance of warrant to a Chinese transportation company and its USD623,328.11 allotment of A-3 Preferred Shares.
• Acting as Cayman counsel on the setting up of an investment holding company to invest in all forms of securities or business ventures including but not limited to e-commerce, m-commerce and technology innovations in relation to children’s wear.
• Acting as Cayman counsel to a leading growth equity fund that focuses on investing in high-quality growth opportunities in China in its USD500m investment in the expansion of an international provider of shared workspaces for technology startups and services for other enterprises within the PRC.
• Acting as Bermuda and Cayman counsel in providing legal and regulatory advice to a commodity exchange in China relating to the setting up of an electronic trading plateform that admits offshore investors to trade specific commodity derivatives in China directly.
• Acting as BVI, Cayman and Bermuda counsel to issuers and financiers in ICO and STO of digital assets and providing legal and regulatory advice relating to corporate structure, funds flow mechanism, AML/KYC guidelines and documentation and regulatory assessment generally.

Economic Substance

• Advising clients including corporates, financial institutions, shipping groups, insurance companies, etc. in classification and compliance of economic substance requirements in the BVI, Cayman and Bermuda.
• Providing regular updates to clients on legal and regulatory developments of economic substance requirements in the BVI, Cayman and Bermuda by way of written advice, presentations, seminar discussions, etc.

Insurance and Reinsurance

• Advising a global insurer registered as Class E insurer in Bermuda in preparation of monthly updates on all laws, regulations, guidance notes and consultation papers issued by regulatory bodies in Bermuda and analysis on their applicability to the insurer and industry generally.
• Advising an international insurer in a proposed issuance of subordinated debts and dividend distribution, including Bermuda regulatory analysis on the applicable restrictions, requirements and procedures under Solvency II.
• Advising financial institutions to provide legal and regulatory analysis on life insurance premium financing and related security package issued by major international insurance companies.
• Advising a multinational insurance conglomerate on the feasibility of a centralized derivatives trading platform in Bermuda, acting as lead counsel in over 15 jurisdictions.

Private Client and Trusts

• Advising UHNWIs and corporates on BVI and Cayman trust formation and administration for family and business purposes.
• Advising corporates on offshore structuring, preparation and negotiation of the plans and trust deeds relating to employee benefit trusts and generally employee benefit schemes.

Speaking Engagement & Publications:

Fiona regular speaks at international conferences and offers seminars and training to various law firms and organisations.

These include:

• Asia-Pacific Fund Finance Symposium;
• Blockchain for Finance conference;
• Chinese offshore summit;
• Business BVI Asia Annual Regional Conference;
• Establishment of China’s first Family Trust Legal Service Centre in Beijing;
• Asia Private Banking & Family Office Summit;
• Family Office Solutions Showcases;
• Roundtable discussions organised by BVI House Asia and Asia Insurance Review;
• Seminars organised by LexOmnibus, Hong Kong Trustee Association, Academy & Finance, Hong Kong General Chamber of Commerce, Hong Kong Institute of Chartered Secretaries and other professional bodies.

Her expertise is frequently sought by industry and legal journals.  Apart from being an active contributor to Asia Legal Business, China Business Law Journal, IFC Economic Report, China Daily etc, she also contributed to the China Offshore Trusts & Foundations Guide.  She is also the editor of Appleby Asia Alert, Appleby’s quarterly update to Asian clients on offshore legislative developments.

Education:

• University of Oxford (England)
• College of Law, London (England)