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Morrison & Foerster Advised Sino-Ocean Capital on Formation of US$1.4 Billion Core Office Fund

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Morrison & Foerster advised Sino-Ocean Capital on the formation of a US$1.4 billion core office fund (the Fund) that will invest in A-grade office projects in the core business districts of tier one cities in China. The Fund received capital commitments from Sino-Ocean Group and international investors, including a couple of global sovereign wealth funds and institutional investors.



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Morrison & Foerster advised Sino-Ocean Capital on the formation of a US$1.4 billion core office fund (the Fund) that will invest in A-grade office projects in the core business districts of tier one cities in China. The Fund received capital commitments from Sino-Ocean Group and international investors, including a couple of global sovereign wealth funds and institutional investors.Sino-Ocean Capital is a leading real estate fund management company in China and the Fund is currently the largest U.S. dollar fund in China’s office market. Similar funds in China typically have fixed portfolios, however this Fund has been established as a semi-blind pool fund, with a portion of its capital dedicated to Plot Z6 in the central business district of Beijing and the Sino-Ocean Guanghua International project. The remaining capital will be invested in other projects that meet the Fund’s investment criteria.The MoFo team was led by Hong Kong partner Serena Tan, Deputy Co-Chair of the Firm’s Global Private Funds Group and Chair of Greater China Private Funds Practice. Other key team members included Matthew Lau, tax partner, Hong Kong, Yemi Tépé, finance partner, Singapore, Hong Cheong Wong, of counsel, Singapore, and Stephen Birkett senior consultant, Hong Kong. They were assisted by Hong Kong associates Conan Chen, Joanna Wang, and Andrew Chin as well as by Hong Kong paralegal Cori Ling and Hong Kong trainee solicitor Kenneth Lee.

Morrison & Foerster Advised Sino-Ocean Capital on Formation of US$1.4 Billion Core Office Fund

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Serena represents global and regional fund managers and institutional investors in the formation of private equity, private credit and real estate funds. Her practice focuses on both offshore funds (including the Cayman Islands, BVI, Delaware, Luxembourg, Singapore, and Hong Kong) and RMB funds (including QFLP and QDLP funds). She is the Deputy Chair of the firm’s Global Private Funds Group and Chair of Greater China Private Funds practice.Serena advises fund managers on the formation of an array of private equity funds (including buyout, growth capital, venture capital, and co-investment funds) and private credit funds across a wide range of sectors, including consumer, financial services, healthcare, technologies, TMT, and travel/leisure. Serena’s representative private equity fund manager clients include Affirma Capital, Ascendent Capital Partners, Ally Bridge Group, CBC Group, Fosun, GLP, Hony Capital, Junson Capital, KHL Capital, Kowloon Nights, Morgan Stanley Private Equity Asia, Makers, ORIX Asia Capital, Ping An Overseas Holdings, Sailing Capital, SoftBank Ventures Asia, and Taiwania Capital.Serena advises on real estate fund managers on the formation of real estate funds and joint ventures with experience across many asset classes, including offices, logistics, industrial parks, residential, hospitality, and retail. Serena’s representative real estate fund manager clients include BHG, GLP, Hony Capital, and Sino-Ocean Capital. Serena’s diverse practice also encompasses advising on fund secondaries transactions such as GP-led restructuring, continuation funds, stapled secondaries, and secondary purchases of limited partner interests. In addition, Serena frequently advises fund managers on arrangements among principals, carried interest plans, and employee co-investments, regulatory and compliance matters, and internal governance matters. She also has deep experience of fund of funds, funds-of-one, separate accounts, and family offices.In addition, Serena regularly represents institutional investors in investments in private investment funds, including insurance companies, family offices, banks, and asset management firms.  Serena’s representative institutional investor clients include China Ping An, China Life, CMB, FWD, ICBCI, Great Wall, The Wharf Holdings, and Wheelock.Year after year, Serena is widely acknowledged by legal directories as one of the leading private funds partners in Asia. Recent recognition includes being ranked as a leading partner by Chambers Global (2019-2024), Chambers Asia-Pacific (2019-2021), Chambers Greater China (2022-2024), and Legal 500 Asia Pacific (2020-2024). She was featured in ALB’s “Asia’s 40 Under 40” list of the most accomplished young lawyers in 2018. Under Serena’s leadership, the Private Funds Team in Asia has advised Asia-based GPs on more than 30 fund formation transactions (raising in excess of US$25 billion), and was shortlisted for the 2021 PEI Awards for Asia Law Firm of the Year in the Fund Formation category.Serena has been recognized by clients as a “highly diligent and talented” practitioner with “excellent professional knowledge and a strong commercial sense” and their “go-to lawyer for fund formation work that has a Chinese component.” Clients highlighted her as “an ideal partner” who “understands the differences between offshore funds and RMB funds and the differences between international investors and Chinese investors” and “has the outstanding ability to design optimal structures, bridge gaps, and find solutions.”Serena is a Registered Foreign Lawyer with the Law Society of Hong Kong. She has over 15 years of experience practicing law in New York and China.

谭律师代表国际及亚洲基金管理人和机构投资者处理私募股权基金、私募债权基金和房地产基金设立事宜。她的业务重点同时涵盖境外基金（包括开曼群岛、英属维尔京群岛、特拉华州、卢森堡、新加坡和香港基金）和人民币基金（包括合格境外有限合伙人基金（QFLP）和合格境内有限合伙人（QDLP）基金）。她是本所全球私募基金业务组副主席及大中华区私募基金业务部主席。谭律师代表基金管理人设立多支私募股权基金（包括收购基金、成长型资本基金、风险投资基金和共同投资基金）和私募债权基金，涵盖了消费市场、金融服务、医疗健康、技术、科技、媒体和电信（TMT）以及旅游休闲等众多行业。谭律师具代表性的私募股权债权基金管理人客户包括亚赋资本、上达资本、汇桥资本集团、康桥资本、复星、普洛斯、弘毅资本、佳辰资本、达胜资本、Kowloon Nights、摩根士丹利亚洲私募股权、Makers、欧力士亚洲资本、平安海外控股、赛领资本、软银亚洲风投和台杉投资。谭律师代表地产基金管理人设立地产基金及合资企业，项目经验包括写字楼、物流、工业园区、住宅、酒店和商业地产等众多资产类别。谭律师具代表性的地产基金管理人客户包括华联长山兴、普洛斯、弘毅资本和远洋资本。谭律师在延续基金、由普通合伙人牵头的重组、捆绑式二级市场交易以及在二级市场购买有限合伙人权益等基金二级市场交易中有丰富的经验。另外，谭律师经常就基金管理人关键人安排、收益分成计划、员工共同投资、监管与合规事宜以及内部治理事宜向基金管理人提供咨询。她在设立母基金、专项基金、基金专户和家族办公室相关事宜方面也有丰富经验。此外，谭律师还经常代表保险公司、家族办公室、银行和资产管理机构等机构投资者处理其私募投资基金投资事宜。谭律师具代表性的机构投资者客户包括中国平安、中国人寿、中国招商银行、富卫、工银国际、中国长城、九龙仓和汇德丰。谭律师连年被法律名录广泛认可为亚洲顶级私募基金合伙人之一。她最近分别被《钱伯斯全球法律指南》（2019-2024年）、《钱伯斯亚太法律指南》（2019-2021年）、《钱伯斯大中华区法律指南》（2022-2024）和《亚太法律500强》（2020-2024年）评为领先合伙人。她还于2018年入选《亚洲法律杂志》的亚洲律师明日之星“40 位40 岁以下杰出律师”名单。在谭律师带领下，本所亚洲私募基金团队曾就30多项基金设立交易向亚洲普通合伙人提供咨询（筹集金额超过250亿美元），并入围了2021年PEI奖项中的基金设立领域亚洲年度律所奖。客户称谭律师是位“极其勤勉且才华出众”的执业者，“具备丰富的专业知识和强烈的商业意识”，是“处理涉华基金设立工作的最佳律师”。客户强调她是“理想的合作伙伴”，“深谙境外基金和人民币基金之间的差异以及国际投资者和中国投资者之间的差异”，“在设计最优结构、消除差异以及找到解决方案方面拥有非凡的能力。”谭律师是香港律师会注册外国律师。她在纽约和中国有超过15年的法律执业经验。

Serena Tan

Deputy Chair of Global Private Funds Group

Matthew’s practice focuses on the tax structuring of cross–border M&A transactions and corporate reorganizations, particularly involving the United States, China, Japan, and the rest of the Asia–Pacific region. He also regularly advises U.S. and Asia–based fund sponsors and institutional investors on tax issues related to the formation of, and investments in, private equity funds, venture capital funds, real estate funds, and other co–investment vehicles and alternative investment products.Matthew also has extensive experience advising leading insurers on warranty and indemnity policies for M&A transactions in Asia and the United States. He has represented multinational corporations and funds in transactions across more than 30 jurisdictions. Matthew advises clients from a wide range of industries, including consumer, energy, health care, media, natural resources, real estate, technology, and telecommunications.Matthew is a Registered Foreign Lawyer with the Law Society of Hong Kong.While at Columbia Law School, Matthew was a three–year Harlan Fiske Stone Scholar.

刘恩安 (Matthew Lau) 律师的业务重点为跨境并购交易和公司重组的税务规划，特别是在美国、中国、日本以及其他亚太地区的相关业务。他还经常就设立和投资私募股权基金、风险投资基金、房地产基金、其他联合投资工具和另类投资产品所涉及的税务问题，向美国和亚洲的基金发起人和机构投资者提供咨询。刘律师在代表领先的保险公司处理亚洲和美国的并购交易的保证和赔偿政策方面也拥有丰富的经验。他曾代表多家跨国公司和基金在30多个司法管辖区处理交易。刘律师的客户涉及多个行业，包括消费品、能源、医疗保健、传媒、天然资源、房地产、科技和电讯等。刘律师是香港律师会注册外地律师。在哥伦比亚大学法学院就读期间，刘律师连续三年获得哈伦•菲斯克•斯通奖学金。

Matthew Lau

Partner

Yemi Tépé is Global Co-Chair of the Finance Group of Morrison Foerster. With more than 24 years advising clients on the full spectrum of event-driven financings and private equity buyouts, she has extensive experience in domestic and cross-border acquisition and leveraged finance, public to private takeovers, real estate finance, debt structuring and restructuring, margin loans, syndicated lending and subscription line financing.Her clients include leading international banks and financial institutions, private equity sponsors, multinational corporations, alternative financiers such as credit funds, hedge funds and asset managers and emerging growth, mid-cap, and large public and privately held companies.Yemi also sits on MoFo’s Board of Directors, Global Diversity Strategy Committee, ESG Steering Committee and Pro Bono Committee.<h4>Representative Experience</h4><ul><li>GLP China Logistics Fund I and its affiliates in the $5 billion recapitalization and exit of the portfolio developed within the fund, which was GLP’s flagship USD-denominated develop-to-core fund formed in 2013 to invest in prime, institutional-grade modern logistics assets in China.</li></ul><ul><li>The senior lenders on the acquisition financing to CVC Capital Partners for the acquisition of TRY Group, the largest one-to-one tutoring services provider in Japan.</li></ul><ul><li>GLP Pte. Ltd. in relation to subscription line facilities for GLP Japan Development Partners IV (JDP IV), which will have USD9.1 billion in assets under management when fully deployed, one of the largest-ever Japan-focused private real estate funds.</li><li>GLP Pte. Ltd. on a USD658 million sustainability linked syndicated loan facility.</li><li>The mezzanine lenders on the acquisition financing to CVC Capital Partners for the USD1.5 billion acquisition of Shiseido's personal care business.</li><li>The mezzanine lenders on Bain Capital’s approximately USD380 million acquisition of Kirindo, a Japanese pharmacy chain store operator. </li><li>SoftBank Group Corporation in connection with senior and mezzanine acquisition facilities for OYO’s acquisition of Netherlands-based @Leisure. </li><li>PA Chokmah Investment Limited (wholly owned by Ping An Overseas Holdings), as lender in relation to a HKD500 million convertible loan to Wisdom Education International Holdings Company Limited, a Hong Kong listco, principally engaged in operating premium primary and secondary schools in China.</li><li>BlackRock in relation to offshore and onshore acquisition financing in its acquisition of two blocks of grade-A office buildings in Changning, Shanghai from PGIM Real Estate, a property investment affiliate of Prudential Financial.</li><li>MUFG Bank, Ltd. as mandated lead arranger and underwriter of acquisition facilities for two strategic acquisitions aggregating close to USD1billion by Siam City Cement Public Company Limited, a listco on the Stock Exchange of Thailand and Thailand’s second largest cement producer, from LafargeHolcim Ltd.</li><li>Various lenders and private equity funds in relation to capital call/subscription facilities, fund financings and borrowing base facilities.</li></ul>

Yemi Tépé

Hong Cheong is of counsel in the Finance Group of Morrison Foerster, based in the Singapore office. He has extensive experience in advising private equity sponsors, corporates, founders, financial advisers, credit funds and banks on domestic and multi-jurisdictional finance matters. He specializes in acquisition and leveraged finance, public to private takeovers, syndicated and bilateral lending, margin financing and subscription line financing.Clients have described Hong Cheong as “a terrific attorney” and “incredibly reliable… particularly when pressures are intense”, who ensures that his “clients’ interests are well protected” and whose advice is “thoughtful, creative and tailored”. Hong Cheong’s practice has a strong focus on financing transactions in Southeast Asia and Greater China representing Mandarin-speaking clients, who have commented that “any Chinese client who needs legal service in the realm of international banking and financing will be in need of such an excellent lawyer” and highlighted that Hong Cheong’s “proficiency in Mandarin is a valuable strength for Chinese clients”.Hong Cheong has been recognized by leading legal publications in Asia, notably as an “Up and Coming Lawyer for Banking and Finance in Singapore” by Chambers Asia-Pacific, “Rising Star” by The Legal 500 Asia Pacific and “Singapore Rising Star” by Asian Legal Business.Hong Cheong is a member of the Fund Finance Association’s Diversity in Fund Finance (Asia) Committee, which promotes education, opportunity, action, and affinity in the fund finance industry in Asia.Prior to joining Morrison Foerster, Hong Cheong worked at the London and Hong Kong offices of international law firms. He is fluent in English and Mandarin.<h4>Representative Experience</h4><ul><li>GLP on the financing of its acquisition of a 50% stake in China Merchants Capital, China Merchants Group’s private equity investment vehicle.</li></ul><ul><li>GLP on a US$658 million sustainability linked syndicated loan facility.</li><li>Ascendent Capital Partners in its US$150 million investment in Best Assistant Education Online Limited, an education business subsidiary of NetDragon Websoft Holdings Limited.</li><li>Mezzanine lenders in an acquisition financing for Bain Capital Private Equity’s privatization of Kirindo Holdings Co., Ltd., a Japanese pharmacy chain store operator listed on the Tokyo Stock Exchange.</li><li>Mezzanine lenders on the acquisition financing to CVC Capital Partners for the US$1.5 billion acquisition of Shiseido's personal care business.</li><li>A PRC asset manager on a multi-billion RMB restructuring of onshore and offshore indebtedness of group members of a Hong Kong listed company.</li><li>Private equity sponsors and lenders on fund financings, in particular margin financings and subscription line financings across all fund vintages.</li><li>A consortium led by Hillhouse Capital, HOPU Investment Management, Global Logistic Properties Limited (GLP) founder Ming Mei’s SMG, Bank of China Group Investment and China Vanke Co. on its US$11.7 billion acquisition of GLP, the largest private equity buy-out in Asia (ex. Japan) to date.*</li><li>China Grand Automotive Services Co. Ltd. (SSE: 600297) and its subsidiaries on a US$358 million syndicated term loan facility (with a green shoe option up to US$422 million) for general corporate and refinancing purposes.*</li><li>Grand Baoxin Auto Group Limited (HKSE: 1293) on its US$763.4 million syndicated term loan facility (with a green shoe option up to US$86.6 million) in connection with the refinancing of a term loan facility.*</li></ul>*Includes work performed at prior firms

Hong Cheong Wong

Of Counsel

Stephen has practiced in Hong Kong for over 25 years and specializes in capital markets advisory and transactional matters, regulatory issues, and mergers and acquisitions transactions. His experience includes advising on the Hong Kong Stock Exchange Listing Rules, including numerous IPOs, and the Hong Kong Takeovers Code, as well as corporate and securities law and regulations generally. This includes advising clients on SFC licensing issues for intermediaries, non-contentious employment matters, and general commercial transactions.Prior to joining Morrison & Foerster, Stephen served for three years as Senior Director of Corporate Finance with the Securities and Futures Commission in Hong Kong. Before that, he was a partner and Head of Corporate Finance in a leading international firm in Hong Kong. He was a member of the Hong Kong Government Standing Committee on Company Law Reform from 2011 until the end of his six-year tenure.Stephen is a frequent speaker at conferences on Hong Kong securities legal issues and has authored chapters on the Hong Kong Takeovers Code and Listing Rules in the popular “Practitioner’s Guide” series.Stephen is fluent in French and Spanish.

白士文律师在香港的执业时间已超过25年，专门处理资本市场咨询和交易事宜、监管问题以及并购交易。他的经验包括就《香港联交所上市规则》提供法律意见，其中涉及多次首次公开发行、《香港收购守则》以及一般公司及证券法律法规事宜。他曾就中间机构获取证监会牌照事宜、无争议性雇佣事宜以及一般商业交易提供法律意见。在加入美富之前，白律师担任香港证券及期货事务监察委员会（证监会）的高级董事三年。之前亦曾经担任香港一家具领导地位的国际律师事务所的合伙人及企业融资部门主管。白律师从2011年起出任香港公司法改革常务委员会的成员，直至其六年任期期满为止。白律师经常就香港证券的法律问题发表演说，并且曾经撰写广受欢迎的“执业者指引”（Practitioner’s Guide）系列中有关《香港收购守则》及《上巿规则》的章节。白律师精通法语和西班牙语。