戴志聪

Jay qualified in Hong Kong in May 2013 and New South Wales, Australia in August 2014.  Jay specialises in cross-border corporate and commercial transactions involving HKEx listed companies, including general offers and whitewash waiver applications under the Takeovers Code, major transactions and connected transactions under the Listing Rules, and VIE structures for enterprises investing in prohibited / restricted sectors in the PRC.  He also advised listed companies on general Listing Rules compliance matters and financial reports.

In terms of banking and finance, Jay regularly advised investment banks, private equity funds, securities brokers and licensed money lenders on a wide range of loan and debt financing transactions, including syndicated loans, securities margin financing, exempt and non-exempt loans, and corporate note issues.  Jay also regularly handled structured finance transactions including special purpose offshore fund structures, ISDA derivatives, and QDII-related notes.

Jay has also advised on the set-up, operations and exit of a number of open- and closed-end offshore funds.

Jay obtained his LL.B. degree (Hons) from the University of Hong Kong. He has also been admitted as a legal practitioner in the State of New South Wales, Australia.

Jay is fluent in English, Cantonese and Mandarin.

M&A Experience

• Advised the purchasers/offerors on the sale and purchase of majority shareholding and the subsequent general offer of shares in a Main Board issuer both 2018 and 2019.
• Advised the controlling shareholders of a Main Board issuer in their sale of such controlling shareholding for HKD595 million and the subsequent general offer by the purchasers.
• Advised the controlling shareholder of a Main Board issuer on the latter’s proposed acquisition (through VIE structure) of a PRC-based online advertising company for HKD280 million involving an application for whitewash waiver.
• Advised one of the largest PRC-based asset management companies in the disposal of a Cayman fund holding interest in a Dutch electronics manufacturer for a consideration of USD250 million.
• Advised on a rights issue conducted by a Main Board issuer underwritten by its Main Board listed majority shareholder.
• Advised a Main Board issuer in a major and connected transaction involving its acquisition of certain Main Board listed securities from its Main Board listed majority shareholder for HKD198 million.
• Advised a Main Board issuer in a major and connected transaction involving its acquisition of a group of corporations licensed to conduct Types 1,2,4 and 9 regulated activities under the SFO from its Main Board listed majority shareholder to another for HKD180 million.

Banking and Finance Experience

• Advised the borrowers on the acquisition loans and general offer financings for the acquisition of a majority interest in a Main Board issuer in both 2018 and 2019.
• Advised a Main Board issuer on its issue of USD300 million notes to a PRC-based bank.
• Advised the issuer of USD100 million equity-linked structured notes to a QDII plan manager.
• Advised a South Korea state-owned bank in its USD75 million syndicated loan to a PRC major insurance group secured by a standby L/C issued by another PRC bank.
• Advised one of the largest PRC-based asset management companies on its HKD300 million loan to an ASX listed company secured by various share charges.
• Advised a Main Board issuer on its HKD260 million loan facility provided to the majority shareholder of another Main Board issuer, secured by charge over such majority shareholding as well as mortgage over real estates in Germany, USA and PRC.
• Advised a securities broker in its issue of a US$20 million note linked to interests in a fund investing in certain listed securities.
• Advised one of the largest PRC state-owned banks in its subscription of USD20 million notes issued by a Main Board issuer.
• Advised a Main Board issuer on its proposed issue of HKD100 million corporate bonds to be traded on HKMA’s Central Moneymarkets Unit (CMU).
• Advised the controlling shareholder of a Main Board issuer in a HKD77 million ISDA secured swap secured by such controlling interest,

Offshore Funds Experience

• Advised a Main Board issuer on its proposed set-up of a number of open-end funds covering securities, high-yield bonds, and mortgage-backed securities (MBS).
• Advised on the setting up of a USD250 million closed-end fund investing in One Belt One Road infrastructure projects.