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Image: Samuel Ng

Samuel Ng

Partner, Corporate Department
Hong Kong
22/F Bank of China Tower
1 Garden Road
Central Hong Kong SAR, China

Fax: (852) 3192 9716

Overview

Samuel Ng is a partner in the Corporate practice of Paul Hastings and is based in the firm's Hong Kong office. His practice focuses on a diverse range of corporate finance and securities matters, including securities offerings, M&A, corporate restructurings, private equity investments and other corporate transactions in Hong Kong and China, as well as regulatory and compliance work.

Mr. Ng has worked in the Hong Kong Stock Exchange where he has gained substantial experiences and insights as a securities market regulator handling IPOs and listing applications (including the US$9.36 billion IPO of China Construction Bank), as well as ongoing and transactional compliance of listed companies.

Mr. Ng speaks fluent English, Cantonese, and Mandarin.

Accolades and Recognitions

  • Recommended by Legal 500 Asia-Pacific 2020 for Corporate (including M&A) and Equity Capital Markets in Hong Kong

  • Recommended by Legal 500 Asia-Pacific 2019 for Corporate (including M&A) in Hong Kong

  • Recommended by Legal 500 Asia-Pacific 2018 for Equity Capital Markets in Hong Kong

  • Named to Asian Legal Business 2015 "40 Under 40" list of Asia's brightest legal minds under the age of 40

Education

  • University of Hong Kong (P.C.L.L., 2000)

  • University of Hong Kong (LL.B., 1999)

Involvement

  • Admitted to practice in Hong Kong

  • Provided trainings on Hong Kong laws and regulations and listing rules to a number of investment banks and enterprises, including Citigroup Global Market, China International Capital Corporation, CITIC Securities, BNP Paribas, CCB International, BOCOM International, Haitong International, GF Securities, Nomura International, CIMB Securities, Daiwa Capital, Heung Kong Group, First Capital Securities, Fosun Group, China Resources Power, Chongqing Rural Commercial Bank, China Energy Conservation and Environmental Protection Group and Phoenix Media.

Recent Representations

Initial Public Offerings

  • Assisted SinoMab BioScience Limited, a biopharmaceutical company dedicated to R&D of therapeutics for the treatment of immunological diseases, in its US$176.5 million global offering and IPO on the Main Board of the Hong Kong Stock Exchange as a Chapter 18A biotech company.  CICC and Orient Capital acted as the joint sponsors.

  • Assisted Fosun Tourism Group, one of the world's leading leisure-focused integrated tourism groups, in its spin-off from Fosun International and US$428 million global offering and IPO on the Main Board of the Hong Kong Stock Exchange.  J.P. Morgan, CLSA and Citigroup acted as the joint sponsors.  Also assisted Fosun International in its PN15 spin-off application. This transaction was commended as a "Most Innovative Deal 2019" by Financial Times Asia-Pacific Innovative Lawyers Report.

  • Assisted Tsit Wing International Holdings Limited, a leading integrated B2B coffee and black tea solution provider in Hong Kong, Macau, and China, in its US$68 million IPO on the Hong Kong Stock Exchange (advised BOCI and BOSC International as the joint sponsors).

  • Assisted Luzhou Xinglu Water (Group) Company Limited, a leading integrated water provider in Sichuan Province, in its US$63 million IPO on the Hong Kong Stock Exchange (advised BOCOM International as the sole sponsor).

  • Represented Shanghai Dazhong Public Utilities (Group) Co., Ltd., an A-share listed company on the Shanghai Stock Exchange and a leading public utility service provider in Shanghai, in its US$218 million offering of H-shares on the Hong Kong Stock Exchange. CICC and Haitong International acted as the joint sponsors.

  • Assisted Jacobson Pharma Corporation Limited, the largest generic drug company in Hong Kong and owner of household brands such as Po Chai Pills (Puji Pills), in its US$83 million IPO on the Hong Kong Stock Exchange (advised BOCI Asia Limited as the sole sponsor).

  • Assisted PuraPharm Corporation Limited, a leading Hong Kong-based Chinese medicine company, and the largest supplier of concentrated Chinese medicine granule products in Hong Kong, in its US$55 million IPO on the Hong Kong Stock Exchange (advised BOCOM International (Asia) Limited as sole sponsor and DBS Asia Capital Limited as joint lead managers).

  • Represented Oriental University City Holdings (H.K.) Limited, owner and leaser of education facilities (primarily teaching buildings and dormitories), in its campus site in Langfang city to educational institutions in the PRC and in its US$15 million placing on the GEM of Hong Kong Stock Exchange. BNP Paribas acted as the joint sponsors.

  • Assisted Broad Greenstate International in its US$36 million Hong Kong IPO. It is the first IPO by a China-based integrated landscape architecture company (advised Kim Eng Securities (Hong Kong) Limited, BOCOM International Securities Limited, Haitong International Securities Company Limited and Industrial Securities (Hong Kong) Capital Limited as joint bookrunners).

  • Assisted Dynagreen Environmental Protection Group Co Ltd., a leading waste-to-energy company, in PRC focusing on municipal solid waste treatment in its US$142 million H-share IPO and listing of shares on the Hong Kong Stock Exchange (advised CITIC Securities as sole sponsor and underwriter and CLSA as sole global coordinator).

  • Assisted Optics Valley Union, the second largest commercial business park developer and operator in China, in its US$106 million initial public offering and listing of shares on the Hong Kong Stock Exchange (advised BNP Paribas and China Merchants Securities as joint global coordinators).

  • Assisted Miko International, a leading mid-to-high end children's apparel brand in China, in its US$54 million initial public offering and listing of shares in Hong Kong (advised CCB International and China Galaxy International Securities as joint sponsors).

  • Assisted China Zhengtong Auto Services Holdings Limited, the second largest BMW dealer and a major 4S dealership group in China, in its US$512 million initial public offering and listing of shares on the Hong Kong Stock Exchange (advised J.P. Morgan and CCB International as joint bookrunners)

  • Assisted Renhe Commercial Holdings, the largest private underground shopping mall developer in China, in its US$435 million initial public offering and listing of shares on the Hong Kong Stock Exchange with a Rule 144A offering in the United States (advised BOCI Asia, HSBC, Morgan Stanley and UBS as joint global coordinators).

  • Represented Maoye International Holdings, a leading department store chain in China, in its US$354 million initial public offering and listing of shares on the Hong Kong Stock Exchange with a Rule 144A offering in the United States. Goldman Sachs, HSBC, UBS, and J.P. Morgan acted as joint bookrunners and joint lead managers.

  • Assisted Asia Cement (China) Holdings, a leading integrated cement manufacturer in the mid and downstream regions of Yangtze River, as well as a major integrated cement producer in Sichuan, in its US$273 million initial public offering and listing of shares on the Hong Kong Stock Exchange with a Rule 144A offering in the United States (May 2008)(advised BNP Paribas and ABN AMRO as joint bookrunners).

  • Represented Golden Wheel Tiandi, an integrated commercial and residential property developer, owner and operator with a proven track record in China, in its US$97 million initial public offering and listing of shares on the Hong Kong Stock Exchange. BNP Paribas acted as sole global coordinator and sole sponsor, and together with BOCI Asia as joint bookrunners in this transaction.

  • Assisted China Silver Group Limited, a leading silver producer in China, in its US$28 million initial public offering and listing of shares on the Hong Kong Stock Exchange (advised CCB International Capital Limited as the sole sponsor, and UOB KayHian and Oriental Patron as the joint bookrunners).

  • Assisted Shuanghua Holdings Limited, a leading independent automotive air-conditioning system components supplier based in China, in its US$24 million initial public offering and listing of shares on the Hong Kong Stock Exchange (advised Piper Jaffray as the sole sponsor).

Secondary Offerings

  • Represented SinoMab BioScience Limited, a biopharmaceutical company dedicated to R&D of therapeutics for the treatment of immunological diseases, in its issuance of HK$100 million convertible bonds due 2022.

  • Represented Xinjiang Goldwind in its proposed capital fundraising of no more than RMB$5 billion through A+H rights issue on the basis of two rights shares for every ten existing shares.

  • Represented Angang Steel Company Limited in its US$237 million convertible bond offering on the Hong Kong Stock Exchange. Citigroup Global Markets Limited acted as the sole global coordinator and bookrunner.

  • Represented China Huiyuan Juice Group Limited in its US$128 million convertible bond issue to SDF III Holdings Limited.

  • Represented Sino Biopharmaceutical in its US$69 million top-up placing to China Life and CITIC.

  • Represented Sino Biopharmaceutical in its US$68 million placing and top-up placing. Morgan Stanley and JP Morgan were the joint placing agents.

  • Represented TCC International in its US$296 million "one for two" rights issue offering to the shareholders.

  • Represented TCC International in its US$109 million top-up placing. BNP Paribas was the sole placing agent and book runner.

  • Represented SPT Energy Group Inc. in its US$31 million placing.

  • Represented Haitong International Securities as financial adviser and placing agent on the US$48 million placing by Northeast Electric Development Co., Ltd. to HNA Group using specific mandate.

  • Represented Haitong International Securities as joint placing agent on the US$103 million placing by REX Global Entertainment Holdings Limited.

  • Represented Haitong International Securities as placing agent on the US$26 million placing by China Baofeng (International) Limited.

  • Represented Haitong International Securities as placing agent on the US$136 million placing by existing shareholders of Rising Development Holdings Limited.

  • Represented Haitong International Securities as placing agent on the US$41 million placing by existing shareholders of China Harmony Auto Holdings Limited.

  • Represented Headland Capital in its US$93 million sell-down of shares in Bosideng. Goldman Sachs was the sole bookrunner.

  • Represented Truly in its US$31 million top-up placing. Yardley Securities Limited was the sole placing agent.

  • Represented China Agri-Products Exchange Limited in a US$19 million share placement on the Hong Kong Stock Exchange in November 2010. Kingston Securities was the placing agent.

  • Represented China Agri-Products Exchange Limited in a US$21 million share placement on the Hong Kong Stock Exchange in June 2009. Kingston Securities was the placing agent. 

Mergers, Acquisitions and Takeovers

  • Advised Liaoning Port Co., Ltd. (formerly known as Dalian Port (PDA) Company Limited) on its merger by absorption with Yingkou Port Liability Co., Ltd., a listed company on the Shanghai Stock Exchange, through issuing A shares at a consideration of RMB 16.7 billion. Yingkou Port is the second largest port in northeastern China.

  • Advised Phoenix Media Investment (Holdings) Limited, a Hong Kong Stock Exchange-listed Chinese television network provider, and Phoenix New Media Limited, a New York Stock Exchange-listed new media company, on the US$448 million sale of 32% equity interest of Particle Inc., the operator of Yidian Zixun, a personalized news and life-style information application in China, to Run Liang Tai Management Limited.

  • Represented Walmart's Global e-Commerce division in its 51% increased investment in China e-commerce business Yihaodian. The transaction was one of the largest in-bound investments to China in 2012, was recognized as Deal of the Year 2012 by Asian-MENA Counsel, and was awarded M&A Deal of the Year 2013 by China Law & Practice.

  • Represented C.P. Pokphand Co. Ltd. (CPP), a Hong Kong Stock Exchange-listed company in the pre-acquisition restructuring of Charoen Pokphand Group's China agriculture business and subsequent US$690 million acquisition of the restructured animal and aqua feed manufacturing operations. The acquisition was paid for by a combination of new ordinary and convertible preference shares issued by CPP. UBS Investment Bank acted as financial advisor to CPP.

  • Represented TCC International Holdings (TCCIH) in its US$487 million acquisition of a group of clinker and cement production companies in China from a wholly-owned subsidiary of Prosperity Minerals Holdings which is listed on AIM. BNP Paribas acted as financial advisor to TCCIH.

  • Represented China Energy Conservation and Environmental Protection Group in its US$437 million acquisition of a 29% equity interest in China Metal Recycling (Holdings) Ltd.

  • Represented Ms. Huang Li in her US$33 million acquisition of its cigarette packaging business in the PRC from Beijing Enterprises Clean Energy Group Limited.

  • Represented China International Capital Corporation Hong Kong Securities Limited as financial adviser to Zhurong Global Limited as offeror in the unconditional mandatory cash offer for securities in Main Board-listed Chanco International Group Limited

  • Represented China International Capital Corporation Hong Kong Securities Limited as financial adviser to Glory Emperor Trading Limited as offeror in the unconditional mandatory cash offer for securities in Main Board-listed KEE Holdings Company Limited

  • Represented TCC International Holdings (TCCIH) in its acquisition of Taiwan Cement Corporation's US$226 million cement business by issuing convertible preferred shares to Taiwan Cement Corporation.

  • Represented seller in Inno-Tech Holdings Limited's acquisition of the seller's US$262 million diversified media business in China by means of cash, acceptance bill and convertible notes.

  • Represented TopSearch International (Holdings) Limited in its sale of domestic real estate interest to Fantasia Holdings Group Co., Ltd. for RMB240 million.

  • Represented PacMOS Technologies Holdings Limited in its acquisition of US$1.5 million convertible bonds from ChipMOS Technologies (Bermuda) Ltd.

  • Represented Liaoning Port Co., Ltd. (formerly known as Dalian Port (PDA) Company Limited) in connection with the mandatory unconditional cash offer by Broadford for its H shares.

  • Represented Far East Global Group Limited in connection with the mandatory unconditional cash offer by China State Construction International Holdings Limited for all of Far East Global' s outstanding shares.

  • Represented Leroi Holdings Limited in voluntary conditional partial share exchange offer from Wai Yuen Tong Medicine Holdings Limited to its shareholders.

  • Represented Weiqiao Textile Company Limited in obtaining exemption from a mandatory tender offer from the Securities and Futures Commission with respect to its equity restructuring. 

Compliance and Regulatory

  • Represented various HK and US listed companies including Fosun Tourism Group, Angang New Steel Company Limited, China Resources Power Company Limited, Chongqing Rural Commercial Bank, Phoenix Media, Phoenix New Media, China Zhongwang Holdings Limited, Liaoning Port Co., Ltd. (formerly known as Dalian Port (PDA) Company Limited), Goldwind Science & Technology Co., Ltd., China Huiyuan Juice Group, Optics Valley Union Holding Co Ltd., SPT Energy Group, and Capinfo Company Ltd. on Hong Kong legal and regulatory compliance matters.

Languages

English

Admissions

Hong Kong Solicitor

Education

University of Hong Kong, P.C.LL. 2000
University of Hong Kong, LL.B. 1999

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