Roger K. Wong is a member of the Hong Kong office of Locke Lord where his practice is focused on mergers and acquisitions, corporate/commercial and company secretarial matters.
Roger's experience includes mergers and acquisitions, joint ventures, matters concerning the Hong Kong Companies Ordinance and company secretarial matters, loan transactions, and a wide range of commercial transactions.
Roger is recognized for his work in corporate (including M&A) by the 2015 Asia Pacific edition of The Legal 500.
- Represented China Sun Corporation, Central Eagle Limited and Golden Diamond Inc. (“Joint Offerors”) in their acquisition of approximately 70% of the issued share capital of KEE Holdings Company Limited (stock code: 2011) for the total consideration of approximately HK$546,852,000. Under the Hong Kong Takeovers Code, the transaction triggered a mandatory unconditional cash offer for all the issued shares not already owned by the joint offerors and parties acting in concert with them.
- Represented Pride Success Enterprises Limited, an indirect wholly-owned subsidiary of Elegance Optical International Holdings Limited (Stock Code: 907), in its acquisition of 25 percent of all the issued shares in Filmko Culture Limited for USD$14.1 million. The principal business of the target group is films distribution in China.
- 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 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.
- Represented the vendor to dispose of the Crabtree & Evelyn Group to purchasers including a Hong Kong listed company for the consideration of US$165 million.
- Advised Morning Express & Logistics Holding Limited in its HK$39.6 million sale of a 33% stake to Singapore Post Limited (SingPost), and E Link Station Holding Limited in the HK$8 million subscription of a 50% stake in E Link Station Limited by SingPost. SingPost made its investment in both transactions through its subsidiary Quantium Solutions Holdings Pte. Ltd.
- 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.
- Represented Rainbow Key Holdings Limited (the controlling shareholder of Magnum Entertainment Group Holdings Limited) and its ultimate shareholder Mr. Yip Mou Lum, on the HK$404 million sale of all its shares in Magnum Entertainment Group Holdings Limited to Huiri Limited. This transaction triggered a mandatory cash offer under the Hong Kong Takeovers Code.
- 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.
- Represented Peace Map Holding Limited (formerly Mongolia Investment Group Limited) in its HK$354 million disposal of the entire issued share capital of Rich Path Holdings Limited and its shareholder's loan. This included advice to the vendor on Hong Kong law in relation to the sale and purchase agreement and Hong Kong Listing Rules implications. Rich Path Holdings Limited, through its subsidiaries, is principally engaged in the provision of maintenance and construction work on civil engineering contracts involving waterworks engineering and slope upgrading for the public sector in Hong Kong, the provision of water supply services in the PRC and the provision of renovation services in Macau.
- Advised a Hong Kong-listed Mongolia Investment Group Limited in its US$200 million acquisition of the relevant interests involving a group of PRC companies covering the geographical information systems industry chain in the PRC. The completion of the transaction marks the successful establishment of a variable interest entity (VIE) structure for an industry where foreign investment is prohibited by the foreign investment catalogue issued by the MOFCOM.
- Advised client in connection with the grant of a concession by the Macau Government for operating casinos in Macau, China.
- Advised owner in the negotiation of hotel operating agreements and related arrangements with two international 5-star hotel operators for the establishment of hotels in Guangzhou, China.
- Advised clients in the disposal of investments in real estate development projects in Beijing, Shanghai and Guangzhou, China.
- Advised client in the acquisition of a hotel in Macau, China.
- Advised client in the acquisition of investment in a real estate development project in Jiangsu, China.
- Advised client in the equity joint venture agreement involving overseas listed company joint venture partners.
- Advised companies and sponsors in initial public offerings.
- Advised listed companies and private clients in M&A transactions in a range of industries.
- Admitted as a Solicitor in Singapore (1991)
- Admitted as a Solicitor in England and Wales (1987)
- Admitted as a Solicitor in Hong Kong (1983)