Vincent Chan is Counsel in both the Corporate and the Private Client & Trusts departments of Appleby´s Hong Kong office. He has over 13 years of offshore law experience advising corporate and capital markets (with a strong focus on private & public offerings of debt and equity, public & private mergers & acquisitions & privatizations, private equity & early stage/pre-IPO financing, and corporate restructuring), and banking & asset finance transactions , as well as setting up and providing advice on trusts & foundations. He is also a member of Appleby’s Economic Substance working group in Asia.
Vincent’s clients include Bermuda, British Virgin Islands (BVI) and Cayman Islands companies listed on stock exchanges in Hong Kong, Singapore, Taiwan, New York, NASDAQ and London, as well as private companies, banks, financial institutions, asset management firms, high net worth individuals, family offices and trustees.
Vincent was admitted as a Solicitor of the High Court of Hong Kong (non-practising), a Solicitor and Barrister of the Supreme Court of Australian Capital Territory and as a Barrister and Solicitor of the High Court of New Zealand (non-practising), and registered as a Barrister and Solicitor of the High Court of Australia. He is registered with the Bermuda Bar and is a member of the Law Society of Hong Kong (registered foreign lawyer), and has also been a full member of The Society of Trust and Estate Practitioners (TEP) since 2013.
Vincent has been selected as one of the region’s 10 most notable offshore lawyers in the Asian Legal Business’ Offshore Client Choice in 2020, and was ranked in the 2019 Asian Legal Business “top 40 under 40” list which highlights “outstanding legal professionals in the region”. He has been widely recognised by legal directories, with IFLR1000 2019 and 2020 noting him as a “Notable Practitioner” and with Legal500 (Asia Pacific) 2019 noting him as “very impressive” and a “key equity capital markets practitioner” who also “handles a significant amount of M&A mandates“, with “ability to provide timely and practical Cayman law advice”. Clients have also described Vincent as “highly professional, diligent and responsive, with precise and timely advice” and “being able to meet client’s needs (often with a tight deadline) without compromise in quality)“.
Vincent has also been named as the China – Mergers & Acquisitions Lawyer of the Year at the ACQ 5 Law Awards 2017, the Banking & Finance Lawyer of the Year for Hong Kong at the 2016 Finance Monthly Law Awards, the recognized Leader in Corporate Law – Hong Kong at the Finance Awards 2015 by the Wealth & Finance magazine, and the Wills, Trust & Estate Planning Lawyer of the Year for Hong Kong at the 2014 Finance Monthly Law Awards.
Vincent is fluent in English, Mandarin and Cantonese.
Vincent regularly speaks at seminars for LexOmnibus, Academy & Finance, Hong Kong General Chamber of Commerce, Hong Kong Institute of Chartered Secretaries, Hong Kong Securities and Investment Institute, Professional Development Resources Centre, as well as for international and local law firms, and writes for journals.
Recent publications include:
- Economic Substance Requirement: Latest developments of legislation and regulations in Bermuda, the British Virgin Island and the Cayman Islands The Journal of the Hong Kong Institute of Chartered Secretaries – May 2020
- Overview of how the Hong Kong Authorities are responding to COVID 19 pandemic Appleby Offshore Business Update: Hong Kong – March 2020 – Current
- Trust in Employees STEP Journal – March 2020
- Employee Benefit Trust Appleby Asia Alert – February 2020
- Economic Substance Requirement: What you need to Know HKGCC Bulletin– February 2020
- Economic Substance Requirement: Overview of new legislation in Bermuda, the British Virgin Island and the Cayman Islands The Journal of the Hong Kong Institute of Chartered Secretaries – October 2019
- Hong Kong: Mergers & Acquisitions The In-House Lawyer – November 2018
- New Hong Kong listing regime for companies from emerging and innovative sectors Appleby Asia Alert – June 2018
- Lessons from Pugachev – trust considerations Appleby Asia Alert – June 2018
- Hong Kong: Mergers & Acquisitions Legal 500 – April 2018
- Trust you Trust: Rise in demand for trusts and foundations in Asia – November 2015
Some of Vincent´s clients and transactions include:
Corporate – Mergers & Acquisitions and Restructuring:
- China Baofeng (International) Limited, acted as Cayman Islands counsel in respect of its privatisation by way of a scheme of arrangement under section 86 of the Cayman Companies Law.
- Global Logistic Properties Limited, acted as Cayman Islands and BVI counsel in respect of its establishment of a strategic investment partnership with China Merchants Group by acquiring a 50 percent stake in its private equity investment vehicle, China Merchants Capital.
- Acted as Bermuda and BVI counsels for an international hotel investment and management group with hotels, resorts and residences around the world on the group restructuring.
- Acted for a global real assets fund manager in respect of its RMB 2.56 billion disposal of Beijing Jingtong Roosevelt Plaza to Link Asset Management Limited, the manager of Hong Kong’s Link Real Estate Investment Trust
- CVC Capital Partners, acted as Bermuda counsel to its HKD2 billion subscription of 25% stake of RKE International Holdings Limited, a leading toll road operator in China holding a portfolio of five expressways spanning 340km.
- II-VI Incorporated, acted as Cayman Islands counsel to its take-private acquisition of CoAdna Holdings, Inc., a leading developer and supplier of wavelength selective switches, by way of a merger.
- Global Sources Ltd., acted as Bermuda counsel to its amalgamation with an affiliate of the funds managed by Blackstone, and continuing as a Bermuda exempted company.
- Rajax Holding – a food delivery business operating under the “ele.me” brand, acted as Cayman counsel to a reverse triangular merger involving its wholly-owned subsidiary and Xiaodu Life Technology Ltd, a majority-owned subsidiary of Baidu Inc., and subsequent transfer of all its shares to Ali Panini Group Holdings Limited, an affiliate of Alibaba Group Holdings Limited, by way of Approved Sale. This transaction won the ALB China Awards – M&A Deal of the Year (Premium) (2019).
- Yunnan Energy International Co. Limited, acted as Bermuda and BVI counsel in respect of the sale of shares by its major shareholders and the group reorganisation to effect the separation of its subsidiaries into two groups.
- Shandong Gold (Beijing) Industry Investment Co., Ltd., acted as Cayman counsel to its USD960 million acquisition of 50% stake in Barrick Gold’s Veladero mine.
- ChipMOS TECHNOLOGIES (Bermuda) LTD., acted as Bermuda counsel to its merger with its 58.3% subsidiary ChipMOS TECHNOLOGIES INC., with ChipMOS TECHNOLOGIES INC. being the surviving company. This was the first merger between a Bermuda NASDAQ-listed company and Taiwan TWSE-listed company.
- Shenyin & Wanguo Securities Company Limited, acted as Cayman counsel to its acquisition of Hong Yuan Securities Company Limited for approximately USD6.4 billion in stock. This transaction won the China Business Law Journal – Deal of the Year (2015) and was nominated as a finalist for the M&A Deal of the Year in ALB China Law Awards (2015).
- UGE International Limited, acted as Cayman Islands counsel to its reverse takeover involving Way Ventures Inc.’s issuance of shares and special warrants to shareholders of UGE in exchange for all of the issued shares of UGE. Vincent received the 2014 Hong Kong Deal Maker of the Year Award presented Finance Monthly for this transaction.
- Precious Joy Management Limited, acted as Bermuda and BVI counsels to its USD46 million unconditional general cash offer to acquire all the shares of Li Heng Chemical Fibre Technologies Limited, a Bermuda company with shares listed on the Singapore Stock Exchange, at SD1 in cash per offer share.
Corporate – Capital Markets:
- Acted as Bermuda/Cayman Islands/BVI counsel in their global offering and listing on the Hong Kong Stock Exchange for (i) China Tianbao Group Development Company Limited (ii)Feiyang International Holdings Group Limited, (iii) Shenwan Hongyuan Group Co., Ltd. (nominated as a finalist for the Equity Market Deal of the Year in ALB Hong Kong Law Awards (2019)), (iv) China Tianrui Automotive Interiors Co., LTD, (v) Shandong Gold Mining Co., Ltd.,(vi) Tsit Wing International Holdings Limited, (vii) China Everbright Greentech Limited, (viii) Genscript Biotech Corporation, (ix) PW Medtech Group Limited, (x) Dongpeng Holdings Company Limited and (xi) CECEP COSTIN New Materials Group Limited.
- Acted as Bermuda/Cayman Islands counsel in their listings on the Hong Kong Stock Exchange for (i) Haina Intelligent Equipment International Holdings Limited, (ii) Hands Form Holdings Limited, (iii) Khoon Group Limited, (iv) Boltek Holdings Limited, (v) Golden Ponder Holdings Limited, (vi) Affluent Foundation Holdings Limited, (vii) TL Natural Gas Holdings Limited, (viii) HKE Holdings Limited, (ix) Mi Ming Mart Holdings Limited, (x) ISP Global Limited, (xi) Lumina Group Limited, (xii) Wing Chi Holdings Limited, (xiii) Goal Rise Logistics (China) Holdings Limited, (xiv) Geotech Holdings Limited, (xv) Noble Engineering Holdings Limited, (xvi) My Heart Bodibra Group Limited, (xvii) ECI Technology Holdings Limited, (xviii) Zheng Li Holdings Limited, (xix) Tai Kam Holdings Limited, (xx) TEM Holdings Limited, (xxi) REF Holdings Limited, (xxii) Yi Hua Holdings Limited and (xxiii) Man Wah Holdings Limited.
- Acted as Cayman Islands counsel to China Everbright Greentech Limited in respect of issuance and registration in the National Association of Financial Market Institutional Investors (中国银行间市场交易商协会) of up to five year term Medium-term Notes with a total registered issue size of up to RMB3.5 billion.
- Acted as Cayman Islands counsel to Deson Construction International Holdings Limited in respect of a spin-off from Deson Development International Holdings Limited and listing on the Hong Kong Stock Exchange.
- Acted as Cayman Islands counsel in their transfer of listings from GEM to Main Board on the Hong Kong Stock Exchange for (i) Fire Rock Holdings Limited and (ii) REF Holdings Limited.
- Acted as Cayman Islands counsel to Guangdong Wanlima Industry Co. Ltd in respect of its listing on the Shenzhen Stock Exchange.
- Acted as Cayman Islands counsel in their primary listings on the Taiwan Stock Exchange for (i) Asia Plastic Recycling Holding Limited and (ii) Wisdom Marine Lines Co., Limited, and main underwriters for (iii) Integrated Memory Logic Limited, (iv) Airtac International Group and (v) Keysheen (Cayman) Holdings Co., Limited.
- Acted as Cayman Islands counsel in their listings on Taiwan´s GreTai Securities Market, following their respective registrations on the emerging stock market in Taiwan for (i) Ma Kuang Healthcare Holding Limited (shortlisted for the Equity Market Deal of the Year in ALB SE Asia Law Awards 2012), (ii) Lemtech Holdings Co., Limited and (iii) Cayman Tung Ling Co., Limited.
Corporate – Private Equity:
- Acted as Cayman Islands counsel to a brand management corporation in its USD67 million series B financing.
- QTC Care Corporation Ltd., acted as Cayman Islands counsel to its USD5 million series A financing with the investment led by Tencent, and followed by several other top investors in China.
- Acted as BVI counsel to an online home improvement, decoration and furniture platform in respect of its USD38 million allotment of preferred shares to one of the largest coatings manufacturer in Asia and SCC Venture VII Holdco, Ltd.
- Acted as Cayman Islands counsel to a Silicon Valley based frontrunner in autonomous driving technology company in relation to its USD30.6 million allotment of series A-3 preferred shares and issuance of warrant to a Chinese transportation company and other investors.
- The Carlyle Group, acted as Cayman counsel to its subscription of series C preference shares issued by Ant International Co., Limited, a wholly-owned subsidiary of Ant Small and Micro Financial Services Group Co., Ltd., as part of its USD14 billion equity financing. This transaction won the Asia Legal Awards – Private Equity Deal of the Year (2019), China Business Law Journal – Deal of the Year (2019) and China Law & Practice Awards – Private Equity Deal of the Year (2018).
- ICBC Financial Leasing Co., Ltd., acted as Bermuda counsel to its subscription of new preference shares of BW Catcher Limited, which owns the BW Catcher FPSO under a lease contract with Premier Oil, for an aggregate subscription price of USD275 million.
- Acted as Bermuda, BVI and Cayman counsels to a multinational bank in its RMB 210 million loan facility to a multinational pizza restaurant group.
- Bank of China (Hong Kong) Limited, acted as Bermuda counsel in its USD1,6 billion loan facility to CMOC DRC Limited, a wholly-owned subsidiary of China Molybdenum Co., Ltd to finance the acquisition of CMOC International DRC Holdings Ltd. (formerly known as Freeport-McMoRan DRC Holdings Ltd.)
- Asia Mezzanine Capital Corporation, acted as Cayman counsels to a USD30 million facility to CAAM Limited, which, together with an equity investment, were applied to finance an acquisition of approximately 70% of shares of Moraitis Group Pty Limited, at a value of approximately USD223 million.
Private Client & Trusts:
- Setting up Bermuda, BVI and Cayman trust and Jersey foundation structures, including uses of Bermuda purpose trusts, BVI VISTA trusts, Cayman Islands STAR trusts and private trust companies (PTCs), for families, administration of employee share option and benefit plans, and commercial uses.
- Advising holding companies, financial institutions, shipping groups, etc. in classification and compliance of economic substance requirements in the Cayman Islands, BVI and Bermuda.
- Providing regular updates on legal and regulatory developments of economic substance requirements in the Cayman Islands, BVI and Bermuda through presentations and seminars.
- Corporate Finance
- Banking & Financial Services
- Energy & Natural Resources
- Private Equity
The Australian National University
The University of Melbourne (Australia)
Vincent graduated from The University of Melbourne with a Bachelor of Commerce (Honours) (Actuarial Studies) and a Bachelor of Laws, and has obtained a Master of Laws (Legal Practice) (Merit) from The Australian National University, as well as a Diploma in International Trust Management (Distinction), an Advanced Certificate in Family Business Advising (Distinction) and an Advanced Certificate in Trust Disputes from The Society of Trust and Estate Practitioners.
“Very impressive key equity capital markets practitioner [who] also handles a significant amount of M&A mandates [, with] ability to provide timely and practical Cayman law advice.”