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Carmen Liang is a Senior Associate in the Hong Kong office of Locke Lord where her practice is focused on corporate and commercial matters, including corporate finance, initial public offerings, compliance and regulatory issues, and mergers and acquisitions. Carmen has experience in representing sponsors and underwriters in IPOs on the Stock Exchange of Hong Kong. She has assisted in advising listed companies on regulatory compliance under the Listing Rules and/or the Takeovers Code, as well as on inquiries and investigations initiated by the Securities and Futures Commission of Hong Kong. She has participated in various notifiable and/or connected transactions conducted by listed companies.
Carmen is also experienced in M&A matters involving Hong Kong, PRC and/or foreign elements for both listed and private companies.
Carmen has assisted on the following transactions:
- Advised Stream Ideas Group Limited, the issuer, on its HK$52.5 million listing on the GEM Board of the Stock Exchange of Hong Kong by way of placing and public offer. Stream Ideas Group Limited is a digital media company headquartered in Hong Kong which provides online focus group to brand owners and advertising agencies to deliver marketing information through its platforms with members across Hong Kong, Taiwan, Malaysia and Singapore.
- Advised B & S International Holdings Ltd., the issuer, on its HK$100 million listing on the Main Board of The Stock Exchange of Hong Kong Limited by way of placing and public offer. B & S International Holdings Ltd. is a well-established food and beverage company with more than 27 years of operating history in Hong Kong and has two business segments, namely (i) the distribution and marketing of a diversified portfolio of overseas branded food and beverage products to retailers in Hong Kong and (ii) the sale of overseas branded food and beverage products at its self-operated retail outlets in Hong Kong.
- Advising as to Hong Kong law a Singapore headquartered integrated professional services group company (having a Hong Kong subsidiary), the issuer, in the proposed listing of its shares on the Catalist of the Singapore Securities Exchange Limited.
- Represented Mega Regal Limited in its acquisition of the controlling interests of Lifestyle Properties Development Limited, a Hong Kong listed company, for the total consideration of approximately HK$1,292,986,000. The deal triggered a mandatory unconditional general offer obligation on Mega Regal Limited for acquiring all the shares not already owned by itself and parties acting in concert with it.
- Advised Neptune Group Limited (HK Stock Code: 70) on two acquisitions, which in aggregate constitute a major transaction under the Main Board of The Stock Exchange of Hong Kong’s Listing Rules: (1) acquisition of 30% of the equity interest in and shareholders’ loans owing by Ever Praise Enterprises Limited by Top Metro Ventures Limited, a direct wholly-owned subsidiary of Neptune Group Limited, from Take Billion Holdings Limited at an aggregate consideration of HK$189 million; and (2) acquisition of the entire equity interest in and shareholder’s loan owing by Harbour Bay Hotels Limited by Best Fit Development Limited, a direct wholly-owned subsidiary of Neptune Group Limited, from Harbour Bay Hotels Management Limited at an aggregate consideration of HK$15 million.
- Advised Southwest Securities (HK) Capital Limited, the sponsor to Nexion Technologies Limited, the issuer, on its HK$72 million listing on the GEM board of the Stock Exchange of Hong Kong by way of public offer. Nexion Technologies Limited is an information and communications technology solution provider headquartered in Singapore and provides cyber infrastructure and cyber security solutions.
- Advised Mega Regal Limited on its HK$1.29 billion acquisition of 59.56% of the issued share capital of Lifestyle Properties Development Limited (HK Stock Code: 2183), principally engaged in property investment and development. This transaction triggered a mandatory unconditional general offer in cash by Optima Capital Limited under the Hong Kong Takeovers Code on Lifestyle Properties Development Limited for acquiring all the shares not already owned by Mega Regal Limited and parties acting in concert with it.
- Advised BCI Group Holdings Limited, the issuer, on its HK$68 million listing on the GEM Board of the Stock Exchange of Hong Kong by way of placing and public offer. BCI Group Holdings Limited is a food and beverage and entertainment group based in Hong Kong.
- Advised Innovax Capital Limited, the sponsor in the HK$65 million placing and listing on the GEM Board of the Stock Exchange of Hong Kong of shares by Thelloy Development Group Limited, a main contractor in Hong Kong providing building construction services.
- Advised the shareholders of a property and real estate development service company holding a 51% interest in a real estate development company in China in the HK$452 million sale of its shares.
- Advised Allied Time Investments Limited, a direct wholly-owned subsidiary of Hong Kong-listed Realord Group Holdings Limited on its acquisition of the entire equity interest in Manureen Securities Limited for the consideration of HK$21 million.
- Advised Hong Kong-listed Realord Group Holdings Limited in connection with its HK$158.8 million rights issue.
- Represented Hong Kong-listed Realord Group Holdings Limited (formerly known as Cheong Ming Investments Limited) in connection with the establishment of a joint venture engaging in the distribution and sale of motor vehicle parts in Hong Kong and China. The company is expected to receive an initial investment of HK$100 million from its shareholders within one year.
- Represented Manureen Holdings Limited in its acquisition of the controlling interests of Cheong Ming Investments Limited, a Hong Kong listed company, for the total consideration of HK$236.83 million. The deal triggered a mandatory unconditional general offer obligation on Manureen Holdings Limited for acquiring all the shares not already owned by itself and parties acting in concert with it.
- Represented Telecom Digital Holdings Limited in its HK$100 million listing on the GEM Board of the Stock Exchange of Hong Kong by way of placing. Telecom Digital (together with its subsidiaries and associate) is a group of companies engaged in the retail sales of mobile phones of various brands and pre-paid SIM cards; distribution of mobile phones; provision of paging and other telecommunications services; and provision of operation services to New World Mobility Limited, a mobile service operator in Hong Kong and 40 percent-owned associate of the Telecom Digital group.
- Advised China Public Procurement (Hong Kong) Technology Company Limited in respect of a secured loan granted to its subsidiary, Top Blast Limited, by Equities First Holdings, LLC. The aggregate amount of the secured loan transaction is up to US$75 million, to be drawn down in a series of tranches.
- Admitted as a Solicitor in Hong Kong (2011)
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