Janice Lam

Janice Lam's practice covers mergers and acquisitions, debt recovery, disposal of non-performing assets, cross-border investments and financings, public takeovers, privatisations, share buyback, securities, equity and debt financing, private equity investments, general commercial transactions, as well as ongoing compliance matters for listed companies in Hong Kong. She has extensive experience in public takeovers, privatisations, debt listings, post-listing compliance and corporate governance matters for many companies listed in The Stock Exchange of Hong Kong Limited.

Prior to joining King & Wood Mallesons, Janice worked in a reputable international law firm as a senior associate and had experience working in the regulatory compliance area of a leading global bank.

Janice obtained a bachelor’s degree from The University of Hong Kong with First Class Honours (Dean’s List). She then obtained her LL.B. from University of London and Postgraduate Certificate in Laws from The University of Hong Kong. Janice is qualified to practise law in Hong Kong.

Janice is fluent in English, Cantonese and Mandarin.

Key experience includes the representation of*:

Restructuring by

Hilong Holding, through a scheme of arrangement in the Cayman Islands, of its offshore U.S. dollar–denominated notes. This complex transaction, which became effective on 18 May 2021, was the first completed offshore restructuring in the PRC oil and gas sector.

Exchange and Tender Offers and Consent Solicitations by

Times China Holdings Limited
CIFI Holdings (Group) Co. Ltd.

Corporate Acquisitions and Investments

Beijing Health (Holdings) Limited (formerly known as Beijing Enterprises Medical and Health Industry Group Limited) (HKEX: 2389) in connection with 1) the sale of the entire equity interests of its subsidiary Beijing Beijian Inland Port International Logistics Co., Ltd. as seller, to Beijing Ronghui Hotel Management Limited as purchaser for a consideration of RMB796 million (equivalent to approximately HK$896 million); 2) the loan by Beijing Zhong Cheng Hu Lian Investment Advisory Co., Ltd., to the seller at an interest rate of 6 percent per annum.
A Hong Kong-listed company which is a China-based reinsurance conglomerate in its over US$800 million acquisition of a UK insurance and reinsurance company.
Hennessy Capital Investment Corp., a publicly traded special purpose acquisition company, in its business combination with Plus (formerly Plus.ai), a global provider of self-driving truck technology, with an implied pro forma equity value of US$3.3 billion.
Kowloon Development Company Limited (HKEX: 34), through its subsidiaries, acquired three property development projects in China at an aggregate consideration of HK$3.9 billion.
Sinotrans Shipping Limited in connection with the equity interests of nine target companies indirectly owned by Sinotrans Limited at an aggregate consideration of RMB550 million.
Sunac China Holdings Limited (HKEX: 1918) in its HK$6.3 billion acquisition of an approximately 24 percent stake in Greentown China Holdings Limited (HKEX: 3900).

Fundraising and Loan

China Merchants Securities (HK) Co., the financial adviser, in connection with the H-share issuance by Datang International Power Generation Co., Ltd. (HKEX: 991) to China Datang Corporation and its connected parties. China Datang Corporation obtained a whitewash waiver. The gross proceeds raised from the H-Share Issuance amounted to approximately HK$6.22 billion (approximately US$ 800 million).
Agile Group Holdings Limited (HKEX: 3383) in its issuance of HK$2.4 billion secured guaranteed exchangeable bonds exchangeable for fully paid H shares of A-Living Smart City Services Co., Ltd. (HKEX: 3319) due 2026.
Powerlong Real Estate Holdings Limited (HKEX: 1238) in its issuance of HK$1,990 million Convertible Bonds.
CIFI Holdings (Group) Co. Ltd., (HKEX: 884) in its issuance of HK$2,790 million Convertible Bonds.
China Huarong International Holdings Limited, in its provision of a loan facility in the principal amount of US$100,000,000 to Bona Film Group Limited.
Huarong International Financial Holdings Limited, in its provision of two loan facilities in the aggregate principal amount of US$200,000,000 to Hua Rong Bo Run International Investment Holdings Limited.
A state-owned listed company in several external financing and syndicated loan arrangements with various lending institutions in Hong Kong and China.

Catastrophe Bond – First Listing in HKEX

World Bank in its first catastrophe bond listed on the HKEX which consists of a joint catastrophe bond and swap transaction that provides a total of US$630 million of earthquake insurance coverage to the Government of Chile. It is the World Bank’s largest catastrophe risk transfer transaction for a single country to date, its 19th catastrophe bond, and the second for Chile.

Public Takeovers and Privatisations

Ping An Bank Co., Ltd., Hong Kong Branch as financier to Huajin Investment Company Limited as offeror for the privatization of Huafa Property Services Group Company Limited (HKEX: 982) in relation to the facility of up to approximately HK$16.76 million for financing the Proposal.
Celestial Investment Group Limited, a wholly-owned subsidiary of Celestial Asia Securities Holdings Limited (HKEX: 1049, CASH), in the potential acquisition of all issued shares of CASH Financial Services Group Limited (HKEX: 510). The maximum value of the Share Offer is approximately HK$63.35 million. It constitutes a very substantial acquisition under Chapter 14 of the Listing Rules.
Geely Automobile Holding Ltd. (HKEX:175), an automobile manufacturer focusing on development, manufacturing and sales of passenger vehicles, in its proposed acquisition of approximately 10.34% of the issued share capital of ZEEKR Intelligent Technology Holding Limited., the local holding company engaging in the research and development, purchase and sale of the electric mobility related products from Geely Group Limited. The consideration is approximately RMB 5.6 billion.
Sino Coronet Group Limited in its acquisition of approximately 22.22% equity interest of Kwan On Holdings Limited (HKEX: 1559), a Hong Kong-based construction company, which triggered a HK$216.5 million mandatory conditional cash offer by VMS Securities Limited for and on behalf of Sino Coronet Group Limited to acquire all of the issued shares of Kwan On Holdings Limited.
Auto Italia Holdings Limited (HKEX:720) in its proposed HK$960 million acquisition of VMS Auto Italia Fin Services Holdings Limited, which constitutes a very substantial acquisition and a reverse takeover under Hong Kong listing rules.
Country Garden Property Services HK Holdings Company Limited (HKEX: 6098) in the acquisition of 71.17% shares in Sichuan Languang Justbon Services Group Co., Ltd (HKEX: 2606) and proposed voluntary withdrawal of listing of its H shares. The acquisition and unconditional mandatory cash offer totaled HK$9.7 billion
Zhuhai Port (Hong Kong) Co., Ltd (Zhuhai Port) regarding its voluntary conditional general cash offer to acquire all the issued shares of Xinghua Port Holdings Ltd (HKEX:1990). The total consideration payable by Zhuhai Port will be approximately HK$2.1 billion.
WINDMILL Group Limited (HKEX:1850) in respect of its sale of all its issued shares to Standard Dynamic Enterprises Limited (the Offeror) through the mandatory unconditional cash offer made by Altus Capital Limited for and on behalf of the Offeror.
Springland International Holdings Limited (HKEX:1700) on its privatization by Octopus (China) Holdings Limited by way of a scheme of arrangement (under section 86 of the Companies Law of the Cayman Islands)
Natural Beauty Bio-Technology Limited (HKEX:157), a company listed in the Main Board of the Stock Exchange of Hong Kong Limited, as the offeree company in the mandatory general offer for all its issued shares by CCB International Capital Limited for and on behalf of the offeror.
Natural Beauty Bio-Technology Limited in its sales of 51% issued share capital through Efficient Market Investments Limited and Adventa Group Limited for an aggregate consideration of HK$378 million (approximately US$ 48 million) to Far Eastern Silo & Shipping (Panama) S.A. and Insbro Holdings Limited, which triggered the unconditional mandatory general offer in cash for all the issued share capital of Natural Beauty under Takeovers Code for the Offeror.
Hong Fok Land International Limited, a public company in Hong Kong, for the voluntary conditional cash offer to buy-back all its issued shares.
Huatai Capital Finance Limited as lender and financial advisor in connection with the privatization of Enice Holding Company Limited pursuant to a scheme of arrangement and capital return to be conducted under Hong Kong law.
Qingdao Holdings International Limited (formerly known as Hycomm Wireless Limited) (HKEX:499) in the acquisition of shares by China Qingdao International and the mandatory unconditional cash offer by China Merchants Securities (HK) on behalf of China Qingdao International to acquire all the issued shares of Hycomm Wireless Limited.
A voluntary general offer by China Minsheng Banking Corp., Ltd. for and on behalf of the Offeror to acquire all the issued shares and outstanding convertible notes of Golden Meditech Holdings Limited (HKEX: 801), a Hong Kong Main Board listed issuer.
A mandatory general offer by Kingston Securities Ltd. for and on behalf of Huarong Financial Services Asset Management L.P. to acquire all the issued shares in Pacific Plywood Holdings Limited (HKEX: 767), a Hong Kong Main Board listed issuer.
The investor in its subscription of the notes in the principal amount of HK$7.8 million issued by New Element Investments Limited with coupon rate 11% per annum for financing an acquisition of 60.82 percent of the issued share capital of Magnus Concordia Group Limited (formerly known as Midas International Holdings Limited) (HKEX: 1172), a company listed in the Main Board of the Stock Exchange of Hong Kong Limited.

High-yield Debt Transactions

The offerings and HKEX listings of series of senior notes issued by Agile Group Holdings Limited (HKEX: 3383), Times China Holdings Limited (HKEX: 1233), China SCE Property Holdings Limited (HKEX: 1966), Fantasia Holdings Group Co., Limited (HKEX: 1777), China Logistics Property Holdings Co., Ltd. (HKEX: 1589), CIFI Holdings (Group) Co. Ltd. (HKEX: 884), Shimao Property Holdings Limited (HKEX: 813) and Hengjian International Investment Limited.
Xinchang County Transportation Investment Group Company Limited on its offering of €100 million credit enhanced bonds.