Banking & Finance
The operation of banking and finance industry is highly globalized and integrated and is highly regulated both locally and internationally. For these reasons banks and financial institutions have specific needs for legal services. Our long experience in serving bank and financial institution clients enables us to understand such needs and provide efficient services tailor-made for our clients.
Our work include:
Advice to banking and financial institutions in their application for banking and securities licences in Hong Kong.
Advice to banking and financial institutions in their compliance with the Banking Ordinance (“BO”) and other subsidiary legislation under the BO, Supervisory Policy Manual (“SPM”) and Guideline on Anti-Money Laundering and Counter-Terrorist Financing (“AML Guideline”) issued by Hong Kong Monetary Authority (“HKMA”), the Securities and Futures Ordinance (“SFO”) and other subsidiary legislation under the SFO, Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission (“SFC”), Fit and Proper Guideline issued by SFC, etc.
Drafting documents for financing transactions including plain vanilla corporate loans, syndicated and club loans, building loans, interbank deposit placement, risk and funded sub-participation, secured loans, note issuing facility, acquisition loans, foreign exchange exposure limit, aircraft operating lease, ship finance, and structured finance.
Preparing standard forms and commercial agreements for banks and securities houses.
Devising product agreements for banking institutions and securities houses.
Representing institutional clients in HKMA and SFC investigations.
Debt restructuring.
Credentials of our lawyers in this area include:
Preparing transaction documents in Chinese and English languages for banks and other financial institutions in over 290 plain vanilla corporate loans, syndicated and club loans, building loans, risk and funded sub-participation, secured loans, note issuing facility, foreign exchange exposure limit, aircraft operating lease, ship finance, interbank deposit placement, and structured finance transactions of about HK$390 billion. Jurisdictions involved in these transactions include China Mainland, Hong Kong, Singapore, Indonesia, India, Norway, Australia, Macau, Cayman Islands, Bermuda, BVI, etc. Industry coverage of the transactions include oil exploration, ocean oil Services, petrochemical, nuclear power, coal production, coal and power co-production, shipping, civil aviation, mobile communication, manufacturing, real estate investment and development, conglomerates, financial institutions, insurance, hedge fund, pharmacy, etc.
Advising a licensed bank in entering into a US$50million note issuance facility secured by shares in an infrastructural facility company in an ASEAN country.
Acting for a licensed bank in its HK$10 billion sub-participation of a portfolio of approximately 10,000 retail property mortgage loans to another licensed bank. The scope of work involves preparation of sub-participation agreement and title reports on the 20 largest property mortgage loans and on another 80 property mortgaged loans selected on random basis.
Advising a licensed bank in its entering into an RMB 70 billion interbank deposit placement agreement for the placement of the deposit by it with another bank.
Preparing facility agreements and security documents for a licensed bank in its giving various financing to institutional investors in investment in RQFII funds, and giving advice to the bank in the modification of placement memorandums and constituent documents of RQFII funds for protection of rights and interest of the bank, with aggregate amount of such financings of around HK$4 billion.
Appointed by a PRC bank to act for a bank consortium in a syndicate loan for financing the PRC bank’s acquisition of a licensed bank incorporated in Hong Kong. After completion of the acquisition, giving advice on corporate governance of the acquired Hong Kong licensed bank on ongoing basis, advising on the share right issue of the acquired Hong Kong licensed bank (which includes drafting of offer document to the shareholders, convening and conducting board meeting and general meeting for approving the share right issue and on allotment of shares), and appointed by the PRC bank to act for a bank consortium in a club loan for financing the PRC bank’s subscription of the share right issue of the Hong Kong licensed bank.
Preparing for an affiliate of a PRC state-owned asset management company real estate sub-mortgage agreement in its providing sub-mortgage financing to a money lender engaged in real estate mortgage financing in Hong Kong.
Devising product agreements for licensed banks/affiliates of licensed banks, including product agreements of guarantee facilities, product agreement of currency swap deposit, and life insurance premium financing agreements.
Preparing for licensed corporations product documentation such as OTC derivative master agreement, stock borrowing and lending agreement, broker custodian agreement, and investment management agreement.
Advising a licensed corporation conducting type 9 (asset management) regulated activity pursuant to the SFO in the establishment of a segregated portfolio sub-fund in a Cayman Island segregated portfolio company.
Advising one major China Mainland bank in its application to the HKMA for upgrading its representative office to branch office, and after the establishment of its branch office, reviewing its documents and agreements entered with the Hong Kong Association of Banks, preparing full set of standard forms and agreements, preparing and reviewing correspondent bank agreements, vostro account agreements, preparing confidentiality agreements, advising on correspondent bank trade finance service agreement, etc. spanning a period of about 2 years.
Preparing standard forms and contracts in English and/or Chinese languages for another 2 PRC banks starting their branch operation in Hong Kong and 1 Taiwan bank in starting its wealth management and personal banking business in Hong Kong.
Advising various licensed banks and corporations in applying for licences/registration for conducting types 1 (dealing in securities), 4 (advising on securities), 6(corporate finance), and 9(asset management) regulated activities from the SFC of Hong Kong.
Advising authorized institutions and licensed corporations on regulatory compliance in relation to BO, SFO and their subsidiary legislation; SPM, AML Guideline; Code of Conduct for Persons licensed by or registered with the SFC, Fund Manager Code of Conduct, The Codes on Takeovers and Mergers and Share Buy-backs, Management, Supervision and Internal Control Guidelines for Persons Licensed by or Registered with the Securities and Futures Commission, Outline of Part XV of the Securities and Futures Ordinance - Disclosure of Interests issued by the SFC.
Acting for a sovereign fund with assets under management to the equivalent of HK$1,000 billion in preparing securities brokerage service agreement and negotiating the same with 6 investment banks/brokerage houses from the PRC, the US and Japan.
Incorporation of an affiliate company for conducting money lending business in Hong Kong for a licensed bank, applying for money lender licence, preparing loan agreement and mortgage over securities agreement template for the company in its conducting money lending business.
Representing a bank executive in the investigation by HKMA in relation to compliance with fit and proper requirement under the BO and the SPM and preparing written submission for the bank executive to HKMA.
Acting for a licensed bank and its officers in an investigation by HKMA under the BO and the AML Guideline, preparing written submission for the bank and assisting the bank officers in their interview by HKMA.
Advising a licensed corporation conducting type 1 regulated activity (dealing in securities) pursuant to the SFO in its product compliance due diligence prior to launching 2 private funds for sale to institutional investors.
Advising on debt-restructuring projects, including:
(i) acting for various foreign invested enterprises in the PRC of the same group and the individual guarantors in the restructuring of borrowings totaling HK$164million owing by them to a consortium of 8 creditor banks in Hong Kong;
(ii) devising a restructuring proposal of the indebtedness to the main suppliers for a listed group of companies which was in financial difficulties, submitting the same for the approval by the creditors’ steering committee, and preparing the debt restructuring agreement to be entered into by the members of the listed group with the main suppliers.
Advising a licensed bank on uploading positive mortgage data of shell companies and their individual guarantors to credit database maintained by TransUnion Limited.
If you would like to know more about our banking & finance practice or how we can help your business, please contact us at (852) 2810 1212 or at cc@onc.hk.
