Chan Wan Hong is a senior partner in Dentons Rodyk's Corporate practice.
Wan Hong has been in corporate practice since 1999, when he was admitted as an Advocate and Solicitor of the Supreme Court of Singapore, and has been focusing mainly in the areas of corporate finance and capital markets, mergers and acquisitions and venture capital investments.
In the area of corporate finance and capital markets, Wan Hong advises on initial public offerings (IPOs), rights issues, share placements and other fundraising transactions. He has experience in mergers and acquisitions (involving both listed and private companies), reverse takeover transactions and general takeover offers. In the area of venture capital investment, he handles fundraising transactions involving the issue of equity, convertible and debt securities.
Wan Hong advises on securities and company laws in Singapore, in the context of both listed and private companies, including advising on requirements under the Companies Act, the Securities and Futures Act, the Singapore Code on Takeovers and Mergers and the Listing Manual of the Singapore Exchange Securities Trading Limited.
Wan Hong advises listed companies (both Mainboard and Catalist companies) on their corporate actions and ongoing compliance requirements. He has also been involved in several debt restructuring exercises involving listed companies in Singapore. In such transactions, he works with the restructuring lawyers to advise on issues and documentation which involve securities laws (such as the issue of securities pursuant to such debt restructuring arrangements) and compliance with applicable listing rules.
In addition, he advises on general corporate matters and transactions including corporate restructurings, joint ventures and shareholders' agreements, sale of businesses and assets, distribution agreements, agreements for the provision of services, capital reduction and share buyback exercises, escrow arrangements, settlement agreements, employee share option schemes and employment agreements.
Besides his experience in private practice, Wan Hong has had exposure in the role of in-house counsel, having had the opportunity to be seconded to the legal departments of a bank and a fund management company, respectively.
- Choo Chiang Holdings Ltd.: Acting in its listing on Catalist, the sponsor-supervised platform of the SGX-ST, and the invitation by certain shareholders of vendor shares in connection with the listing. The net proceeds from the invitation was approximately S$10.65 million. Choo Chiang is one of the leading retailers and distributors of electrical products and accessories in Singapore.
- Versalink Holdings Limited: Acting in its listing and initial public offering on Catalist, the sponsor-supervised platform of the SGX-ST, with net proceeds from the invitation being approximately S$9.4 million. Versalink is an established Malaysia-based manufacturer of mid to high-end system furniture.
- GDS Global Limited: Acting in its listing on the Catalist, the sponsor-supervised platform of the SGX-ST. GDS Global Limited is a leading specialist provider of commercial and industrial door and shutter solutions in Singapore and the South East Asia region.
- China Pioneer Pharma Holdings Limited: Acting as legal advisers to the company as to Singapore law in the global offering and listing of China Pioneer Pharma Holdings Limited (stock code 01345) on the Mainboard of the Hong Kong Stock Exchange, which raised approximately HK$1.4 billion (approximately S$230 million).
- CIMB Bank Berhad: Acting for the bank as issue manager and CIMB Securities (Singapore) Pte Ltd as underwriter and placement agent, in the listing and initial public offering of Gaylin Holdings Limited, raising approximately S$38.5 million, on the MainBoard of the SGX-ST. Gaylin Holdings Limited is one of the largest Singapore-based multidisciplinary specialist providers of rigging and lifting solutions to the global offshore oil and gas industry.
- United Overseas Bank Limited: Acting for the bank as placement agent in a private placement of 17,800,000 new ordinary shares in the capital of Cordlife Group Limited at an issue price of S$1.25 per share, amounting to S$22.25 million.
- Sinostar PEC Holdings Limited: Acting for Sinostar PEC Holdings Limited, a company listed on the Mainboard of the SGX-ST, in (i) the acquisition by the Company's wholly-owned subsidiary, Dongming Hengchang Petrochemical Co Ltd (Dongming Hengchang), of certain gas fractionation processing installation and related assets from Dongming Runchang Petrochemical Co Ltd (Dongming Runchang) for a consideration of RMB89.6 million; and (ii) the subsequent sale and disposal by Dongming Hengchang of its entire equity interest in Dongming Runchang, comprising 51% of the registered capital in Dongming Runchang, and certain loans which had been extended by Dongming Hengchang to Dongming Runchang, to a third party purchaser for a consideration of RMB327.3 million.
- CIMB Bank Berhad: Acting for the bank and its affiliates, the manager, underwriter and placement agent in the listing and initial public offering of Malaysia Smelting Corporation Berhad in January 2011, raising approximately S$40 million in its initial public offer and secondary listing on the Mainboard of the SGX-ST. Malaysia Smelting Corporation Berhad is a Malaysian company primarily listed on the Bursa Malaysia which is involved in tin mining and smelting. This is the first secondary listing on the SGX-ST of a company listed on the Bursa Malaysia.
- PEC Ltd: Acting in its initial public offer and listing on the Mainboard of the SGX-ST. The initial public offer was launched in August 2009 raising approximately S$30 million in gross proceeds. PEC is a Singapore based specialist engineering group servicing the oil and gas, petrochemical, oil and chemical terminal, and pharmaceutical industries. This was the first Mainboard listing of 2009. Acted for PEC in its subsequent acquisition of shares in Major Insulation & Links (MIL) Marketing Pte Ltd, EBT Engineering Pte Ltd and Plant Engtech Private Limited
- China Paper Holdings Limited: Acting in its rights issue of ordinary shares (amount raised was approximately RMB41.6 million).
- Popular Holdings Limited: Acting in two rights issues of ordinary shares which were completed in 2009 and 2010, respectively (amount raised was approximately S$22.5 million and S$24.8 million, respectively).
- Hiap Hoe Limited: Acting in its rights issue of ordinary shares (amount raised was approximately S$21.0 million).
- FibreChem Technologies Limited: Acting in its rights issue of non-redeemable convertible non-cumulative preference shares (amount raised up to approximately S$113.9 million).
- Lindeteves-Jacoberg Limited: Acting in a fundraising exercise which involved, amongst others, an interim loan and a subsequent investment by ATB Austria Antriebstechnik AG of approximately S$25 million by way of a share subscription. The fundraising exercise was carried out in connection with a debt restructuring exercise by way of a scheme of arrangement under Section 210 of the Companies Act.
- SM Summit Holdings Ltd: Acting in its proposed acquisition of the entire issued share capital of Centurion Dormitory (Westlite) Pte Ltd for a purchase consideration of approximately S$85 million and a 45 percent interest in Lian Beng-Centurion (Mandai) Pte Ltd for a purchase consideration of approximately S$10 million, which was initially announced in January 2011. The transaction involved a reverse takeover of SM Summit Holdings Ltd by the vendors of Centurion Dormitory (Westlite) Pte Ltd, and the acquisition of the 45 percent interest in Lian Beng-Centurion (Mandai) Pte Ltd was deemed to be a major acquisition under the SGX-ST Listing Manual.
- Mediastream Limited: Acting in the acquisition by Mediastream Limited of the entire issued share capital in Memstar Pte Ltd in connection with a reverse takeover of Mediastream Limited by the vendors (transaction value of approximately S$98.4 million).
- Colorland Animations Ltd: Acting in its acquisition of the entire issued share capital of Evanton Pte Ltd in connection with a reverse takeover of Colorland Animations Ltd by the vendors, and the divestment by Colorland Animations Ltd of its existing businesses to a third party (transaction value of approximately S$175 million).
- Links Island Holdings Limited: Acting in its acquisition of 50 percent of the issued share capital of each of ASL Energy Pte Ltd, Lian Beng Energy Pte Ltd and Tat Hong Energy Pte Ltd and shareholder's loans advanced by Manhattan Investments Pte Ltd to each of these companies. The aggregate purchase consideration of approximately S$37 million was satisfied partly in cash and partly by an issue of shares by Links Island Holdings Limited.
- Accor group: Acting in its acquisition of a group of private companies involved in the business of provision of customer loyalty solutions and relationship marketing services (aggregate purchase consideration of approximately €9.5 million in cash, together with certain additional earn out payment arrangements).
- ChipPAC Inc: Acting as Singapore counsel to a United States corporation listed on NASDAQ, in its merger with ST Assembly Test Services Ltd, a Singapore company listed on NASDAQ and the SGX-ST, to form STATS ChipPAC Ltd (transaction value of approximately US$1.6 billion).
- Confidential client: Acting for the investor in the subscription of US$10 million convertible preferred stock in a United States corporation in the business of providing secure private wireless data/communications networks.
- Confidential client: Acting for the investor in an investment of approximately US$8 million in a Singapore company with global operations involved in full turnkey wireless solutions and services by way of allotment and issue of redeemable convertible preference shares.
- Co-author, "Initial Public Offerings Versus Reverse Takeovers: A Singapore Perspective," Rodyk Reporter - Business Bulletin, June 2013
- Author, "Secondary Listings On The SGX - Key Requirements And Considerations (Updated)," Business Bulletin, March 2012
Activities and Affiliations
- Presentation on Independent Directors - Duties and Responsibilities, October 15, 2015
- China Mining Conference, November 2, 2013
- Member, Law Society of Singapore
- Member, Singapore Academy of Law
Prior and Present Employment
- Senior Partner - Dentons Rodyk (formerly Rodyk & Davidson LLP) (2011 - present)
- Rajah & Tann LLP (1999 - 2011)
- Yeo Wee Kiong & Partners (merged with Rajah & Tann in 1999) (1999)