Carmen Cheng is the partner of the Banking and Finance team at Zhong Lun Law Firm LLP. She has more than ten years of professional experience in the area of syndicated loans, acquisition finance, real estate finance, asset finance, cross-border finance, project finance, margin finance, structured finance and debt restructuring and has consistently delivered exceptional legal services to numerous prominent domestic and foreign syndicate, banks, financial institutions, investment funds, issuers, arrangers and corporate borrowers. Moreover, Carmen regularly provides advice to both domestic and foreign clients on matters of compliance and regulatory frameworks under the Hong Kong Listing Rules and the Code on Takeovers and Mergers and Share Buy-backs of Hong Kong.

Prior to joining Zhong Lun, Carmen had years of practical experience in distinguished and prominent law firms in Hong Kong, including Reed Smith Richards Butler and Jun He. Carmen has amassed a wealth of practical experience and garnered a stellar reputation among clients for her exceptional legal services.

• Recognized as Greater China’s top 40 legal practitioners by LexisNexis’ 40 Under 40 in 2024

• Policy banks’ numerous cross-border guaranteed syndicated loan projects and refinancing projects
• Bank of China (Hong Kong), Agricultural Bank of China, the Bank of East Asia and Shanghai Pudong Development Bank as lead arrangers on syndicated loan facilities for refinancing to a PRC real estate development group
• Bank of China (Hong Kong) as lead arranger on a syndicated loan facility to China International Marine Containers
• Bank of China (Hong Kong) and China Minsheng Bank (Hong Kong Branch) as lead arrangers on a syndicated loan facility to Country Garden
• Bank of China (Macao Branch) and China Minsheng Bank (Shanghai Pilot Free Trade Zone Branch) as lead arrangers in a syndicated loan facility in the form of cross-border guarantee
• China Construction Bank (Asia) as lead arranger on a USD and HKD transferable syndicated term loan facility to CIFI Holdings (Group) Co. Ltd. (Stock Code: 884.HK) involving an aggregate initial amount of approximately USD 365 million with a greenshoe option of USD 135 million (or its HKD equivalent) and specific performance covenants
• China Construction Bank (Asia) and Huatai Capital in a cross-border syndicated loan facility for a real estate development project in Huzhou
• China Construction Bank (Asia) as agent and Tai Fung Bank as one of the participating banks and Guotai Junan as lead arranger on a syndicated loan facility
• Industrial and Commercial Bank of China as lead arranger on a syndicated bridge loan facility for the borrower's real estate acquisition
• ICBC (Asia) as agent on a syndicated acquisition loan facility to a Hong Kong subsidiary of a PRC state-owned enterprise
• China CITIC Bank International and Bank of Communications as lead arrangers on a syndicated loan facility to a PRC real estate developer
• China CITIC Bank International and China Everbright Bank (Hong Kong Branch) on a syndicated loan facility to a real estate developer
• China Merchants Bank as lead arranger and Three Gorges Finance (HK) Limited on a syndicated loan facility
• CMB Wing Lung Bank and China Merchants Securities Co., Ltd on a syndicated loan facility
• CMB Wing Lung Bank as lead arranger on a syndicate loan facility to an energy investment company
• CMB International on a syndicated loan facility to finance the acquisition of certain REITs shares
• The Hongkong and Shanghai Banking Corporation Limited (HSBC) as lead arranger on a USD and HKD transferable syndicated term loan facility to CIFI Holdings (Group) Co. Ltd. (Stock Code: 884.HK) involving an aggregate initial amount of approximately USD 382 million with a greenshoe option of USD 318 million (or its HKD equivalent) and specific performance covenants
• Shanghai Pudong Development Bank as lead arranger on a syndicated loan facility to a multinational technology company
• Shanghai Pudong Development Bank on a syndicated loan facility in respect of structured finance lease factoring
• China Minsheng Banking Corp (Hong Kong Branch) as lead arranger with CMBC International Holdings Limited and Bison Finance Group Limited as participating banks on a greenshoe syndicated loan facility
• China Minsheng Banking (Hong Kong Branch) and CMB International as lead arrangers on a syndicated acquisition loan facility to a PRC property management group
• DBS Bank (Hong Kong) Limited as lead arranger on a syndicated financing project
• Standard Chartered Bank as lead arranger in a US dollar loan facility to a Hong Kong subsidiary of China Merchants Group
• United Overseas Bank as lead arranger on an offshore syndicated loan facility and UOB (China) Limited Beijing Branch as lead arranger on an onshore syndicated loan facility
• Chong Hing Bank and Tai Fung Bank on a syndicated loan facility to a business management company
• Luso International Banking Limited and CNCB (Hong Kong) Investment Limited as lead arrangers on a syndicated loan facility
• Tai Fung Bank as lead arranger on a multi-currency syndicated loan facility in the form of cross-border guarantee

Acquisition Finance and Project Finance

• Policy banks on numerous cross-border acquisition financing and project financing projects
• The Hongkong and Shanghai Banking Corporation Limited (HSBC) on a loan facility to an offshore subsidiary of a PRC group
• The Hongkong and Shanghai Banking Corporation Limited (HSBC) on its onshore and offshore linked loan facilities to Shenzhen Nanshan Development Group
• China CITIC Bank International on a loan facility to an offshore subsidiary of a PRC real estate developer
• China CITIC Bank on a preference loan and Best Unity Ventures Limited on a mezzanine loan
• China CITIC Bank (Haikou Branch) on a loan facility to a logistics company
• CCB International (Holdings) Limited in its subscription of convertible bonds for the acquisition and privatization of a listed company by the borrower
• CCB International (Holdings) Limited in a financing project for the subscription of secured and guaranteed senior notes and options issued by a real estate company
• CCB International (Holdings) Limited in a financing transaction for the subscription of secured and guaranteed senior notes and share option issued by Baida Holdings Limited, a shareholder of Ozner Water International Holding Limited (Former Stock Code: 2014.HK, delisted)
• Shanghai Pudong Development Bank (Shanghai Pilot Free Trade Zone New Area Branch) on an acquisition loan facility to a well-known investment fund focusing on investment in the healthcare industry
• China Merchants Bank (Shenzhen Branch) on a cross-border acquisition loan facility for the acquisition of a technology company in the electronic equipment industry
• Hang Seng Bank on a real estate loan facility to an offshore subsidiary of a corporate group focusing on the investment, development and leasing of real properties
• Standard Chartered Bank on real estate loan facilities involving real properties in Hong Kong, South Africa and Macau to an offshore company of a listed group specializing in industrial engineering technologies and services
• Shanghai Pudong Development Bank on a loan facility for the privatization of a Hong Kong listed dairy company
• Shanghai Pudong Development Bank on a loan to an investor for its acquisition of the equity interest in a CDMO pharmaceutical company
• Ping An Bank's offshore business center on financing of the privatization of Luoxin Pharmaceuticals
• China Merchants Bank's head office, Beijing branch and Shenzhen branch on various onshore and offshore cross-border financing projects and their security arrangements
• CMB International on numerous cross-border domestic and overseas secured loan projects, financing projects, private placement bond projects, and bridge loan projects
• The Bank of East Asia on its funded participation and the subsequent assignment and enforcement in connection with a real estate loan facility
• Oversea-Chinese Banking Corporation Limited on a cross-border loan facility to a property management group and the securities involved
• CITIC Financial Leasing on several cross-border financing transactions with cross-border security provided by Hong Kong companies
• Fujian Energy Group Co., Ltd. and its subsidiaries on financial lease of ships
• Tai Fung Bank on cross-border loan facilities to an electronic vehicle manufacturer for its acquisition of a listed company in the high-end vehicle industry
• Tai Fung Bank on a loan facility to the management of a green technology company for the acquisition of a listed company
• Bank Sinopac (Hong Kong Branch) on numerous solar loan projects
• CNCB (Hong Kong) Investment Limited on numerous cross-border onshore and offshore guaranteed loan projects, financing projects and bridge loan projects
• China Zheshang Bank on a revolving loan facility involving onshore and offshore security arrangement to a high-tech investment company
• Chong Hing Bank on a loan facility to a company engaged in petroleum refining and manufacturing of the related products
• China Gas Group Limited’ as borrower on its refinancing cross-border loan facility
• CMBC Securities on a bridge loan facility in relation to a general offer by Macro-link International Holdings Limited to acquire the shares of Macrolink Capital Holdings Limited (previously known as Junefield Department Store Group Limited, Former Stock Code: 758.HK, delisted)
• Haitong International on loan facilities to a new energy company focusing on solar power generation, development, construction and operation
• Haitong International in a financing transaction for its subscription of secured and guaranteed senior notes issued by a new energy company and involving cross-border security arrangements
• China Tian Yuan Group as borrower on an offshore senior loan facility by a PRC nationwide joint-stock commercial bank and a mezzanine loan facility by an asset management company
• Huarong International on a cross-border loan facility to a real estate company involving onshore and offshore securities

Structured Finance and Other Corporate Loans

• ICBC International on a senior facility to a company specializing in property management, restaurant management and hospitality industry
• China Construction Bank (Asia) on subscription of structured finance notes issued by a company focusing on security and emergency control system comprehensive solution in the petrochemical industry for the restructuring project of its onshore and offshore listing structure
• China Construction Bank (Asia) on subscription of convertible bonds issued by an Internet-of-Things corporate group
• China Construction Bank (Asia) on subscription of structured finance notes issued by a conglomerate in the industries of department stores, hospitality, tourism and import/export trading
• China Construction Bank (Asia) on a facility to an offshore subsidiary of a PRC state-owned enterprise in the form of note subscription
• One of the largest PRC securities firms (as arranger) and one of the four largest PRC asset management firms (as investor) on the issue of unsecured structured notes limited recourse secured notes under an off-balance sheet orphan structure
• A well-known investment fund focusing on investment in the healthcare industry on the structuring of secured and guaranteed bespoke structured notes with different tranches
• CNCB (Hong Kong) Investment Limited on its issue of different tranches of notes for senior and mezzanine loan facilities in an investment project
• China Cinda (HK) on the issuance of limited recourse secured notes using off-balance sheet orphan structures for a property fund investment project
• Huarong Group on debt structuring of secured and guaranteed bespoke structured notes for a real estate investment project
• Huarong Group on debt restructuring of certain convertible bonds issued by a corporate group mainly engaged in the research and development, design, manufacturing and sale of various automobile shock-absorbers
• Huarong Group on debt restructuring of convertible bonds issued by a corporate group focusing on ecological and environmental protection business
• Huarong Group on debt restructuring of convertible bonds issued by a corporate group focusing on property development and investment
• Huarong Group on debt restructuring of convertible bonds issued by a corporate group focusing on the Internet-of-Things business
• Zhongtai Financial Investment on its subscription of convertible bonds issued by an asset management company involving share charge of a Hong Kong listed company
• Haitong International on its subscription of convertible bonds issued by a new energy company, which focuses on solar power generation and integrates development, construction and operation, involving share charge of a Hong Kong listed company
• Rentian Technology Holdings Limited (Former Stock Code: 885.HK, delisted) on its issuance of US$110 million convertible bonds under the general mandate
• Ming Hing Waterworks (Former Stock Code: 402.HK, delisted) on its issuance of HK $7 million convertible bonds under the special mandate
• China 3D Digital Products Limited (Former Stock Code: 8078.HK, delisted) on its issuance of HK$954 million convertible bonds under the special mandate
• Wanda Hotel Development Limited (Stock Code: 169.HK) on its issuance of convertible bonds for acquisition
• Macro-link Capital Holdings Limited (Former Stock Code: 758.HK, delisted) on its issuance of convertible bonds for acquisition
• Haitong International on the issuance of certain private placement senior secured notes

Debt Restructuring and Asset Disposal

• Bank of China on a cross-border debt restructuring plan in respect of a bankrupt group
• CCB International on a debt restructuring project involving disposal of certain distressed assets
• The Hongkong and Shanghai Banking Corporation Limited (HSBC) on a capital optimization and debt restructuring project
• Standard Chartered Bank on debt restructuring in respect of an offshore subsidiary of a PRC company
• The Bank of East Asia on its proposed disposal of a distressed debt involving funded participation structure and taking possession of a luxury residential property
• The Bank of East Asia on debt restructuring and enforcement involving onshore and offshore collaterals regarding Logan Group
• Chiyu Bank on cross-border loan restructuring and disposal projects related to real estate projects
• Gardner Benver, Inc. on its global entity simplification and restructuring projects
• China Cinda Group on debt restructuring regarding the Kimberley Hotel
• China Cinda Group on a financing and restructuring project regarding SouthGobi Resources Ltd. (01878.HK), a company listed in Hong Kong and Canada
• China Cinda Group on numerous debt restructuring and loan acquisition or disposal projects
• Huarong International on numerous debt restructuring and loan acquisition or disposal projects
• China Great Wall Asset Management on numerous debt restructuring and loan acquisition or disposal projects
• China Credit Trust Co., Ltd. on an offshore debt restructuring project
• Certain overseas creditor committees on its offshore debt restructuring projects of several real estate companies
• A well-known investment fund focusing on investment in the healthcare industry on its debt restructuring project

Takeovers and privatizations

• Anhui Tianda Oil Pipe Company Limited (Former Stock code: 839.HK (delisted)) as the offeree company in connection with unconditional mandatory cash offer by Vallourec Tubes SAS (a subsidiary of a French company listed on Euronext, Vallourec SA) and in its privatisation
• CMBC International Investment Limited (a subsidiary of China Minsheng Banking Corporation Limited) in relation to its share acquisition and share subscription in aggregate of 66.36% controlling stake in Skyway Securities Group Limited (currently known as CMBC Capital Holdings Ltd.) (Stock code: 1141.HK) and in its general offer for the remaining shares
• Rizhao Port Jurong Company Limited (Stock code: 6117.HK) and Qingdao Port International Co., Ltd. (Stock code: 6198.HK) on their applications for waiver of general offer pursuant to Rule 26.1 of The Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong (the "Takeover Codes")
• The controlling shareholders of CCOOP Group Co., Ltd. (Shenzhen Stock code: 564) in obtaining confirmation from Hong Kong Securities and Futures Commission that their subscription of 2.6 billion shares of CCOOP converted from capital reserve will not trigger the obligation to make a general offer for the shares of China Shun Ke Long Holdings Limited (Stock code: 974.HK) pursuant to the Takeover Codes
• Macro-link International Holdings Limited in relation to its share acquisition of 66.75% controlling stake in Macro-link Capital Holdings Limited (previously known as Junefield Department Store Group Limited, Former Stock Code: 758.HK, delisted) and in its general offer for the remaining shares
• South Manganese Investment Limited (Stock code: 1091.HK) on its application for waiver of general offer pursuant to Rule 26.1 of The Codes on Takeovers and Mergers and Share Buy-backs of Hong Kong
• China Huarong International Holdings Limited on whitewash wavier application from Hong Kong Securities and Futures Commission in respect of its subscription of newly issued shares of Huarong International Financial Holdings Limited (previously known as Simsen International Corporation Limited) (Stock code: 993.HK)
• Wanda Commercial Properties Overseas Limited on its acquisition of the controlling shareholding in and general offer for the remaining shares of Wanda Hotel Development Company Limited (previously known as Hengli Commercial Properties (Group) Limited) (Stock code: 169.HK)
• China Oilfield Services Limited (Stock code: 2883.HK) on matters relating to the Hong Kong Listing Rules and regulatory compliance
• China Development Bank International Investment Limited (Stock code: 1062.HK) on matters relating to the Hong Kong Listing Rules and regulatory compliance
• Leader Investment Corporation, an indirect subsidiary of China Investment Corporation, on its intended investment regarding the initial public offering of Yidu Tech Inc. (Stock code: 2158.HK)
• Tasly (Hong Kong) Pharmaceutical Investment Limited on its cornerstone investment in Immunotech Biopharm Ltd (Stock code: 6978.HK)
• China Merchants Land Limited (HK Stock code: 978) on matters relating to the Hong Kong Listing Rules and regulatory compliance
• Infinity Financial Group (Holdings) Limited (currently known as Momentum Financial Holdings Limited) (Stock code: 1152.HK) as the offeree company in connection with unconditional mandatory cash offer by Pacific Foundation Securities Limited
• WD Investment Co., Ltd as the seller on a proposed major and connected transaction involving sale and purchase of a private subsidiary in consideration for new shares in China NT Pharma Group (Stock Code: 1011.HK) involving whitewash waiver application

Annual Retainers:

• China Oilfield Services Limited (Stock Code: 2883.HK)
• China Development Bank International Investment Limited (Stock Code: 1062.HK)
• Rizhao Port Jurong Co., Ltd. (Stock Code: 6117.HK)
• Huarong International Financial Holdings Limited (stock code: 993.HK)
• CMBC Capital Holdings Limited (Stock Code: 1141.HK)
• China Merchants Land Limited (Stock Code: 978.HK)
• China Resources Gas Group Limited (Stock Code: 1193.HK)
• China Resources Land Limited (Stock Code: 1109.HK)
• BYD Company Limited (Stock Code: 1211.HK)
• BYD Electronic (International.HK) Company Limited (Stock Code: 285.HK)
• Dalian Wanda Commercial Properties Co., Ltd. (Stock Code: 3699.HK) (delisted.HK)
• Wanda Hotel Development Company Limited (Stock Code: 169.HK)
• Chongqing Rural Commercial Bank Co., Ltd. (Stock Code: 3618.HK)
• Hua Hong Semiconductor Limited (Stock Code: 1347.HK)
• Yue Da International Holdings Limited (Stock Code: 629.HK)