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Chia Lee Fong

Chief Representative, Rajah & Tann Singapore LLP Shanghai Representative Office
Partner (Foreign Lawyer), Rajah & Tann Singapore LLP
Partner, Christopher & Lee Ong

Practice Area:

Capital Markets
Mergers & Acquisitions

LLM, International Business Law, National University of Singapore
LLB (Hons), National University of Malaysia
Advocate & Solicitor, High Court of Malaya, Malaysia
Foreign Practitioner Certificate, (Singapore Institute of Legal Education)

T +65 6232 0734 / +86 21 6120 8818
E [email protected]

Lee Fong specialises in mergers and acquisitions, capital markets, joint ventures and general corporate work. Lee Fong has been involved in various mergers and acquisitions work and general corporate transactions, including share purchases, asset acquisitions and disposals, joint ventures and cross-border investments, takeover offers, rights issues, placements, reverse takeovers, delistings, corporate restructurings, capital reductions and continuing listing compliance. Lee Fong also has experience in advising trustee of real estate investment trusts in various transactions.

Experience
Mergers & Acquisitions
  • Advised PT. Bintan Alumina Indonesia (BAI) in the approximately US$80.23 million investment by Press Metal Aluminium Holdings Berhad, of a 25% stake in BAI, which investment amount shall be used in connection with the second phase of BAI’s aluminium oxide refinery project in Indonesia
  • Advised the sellers, Avon Asia Holdings Company and Avon Products (China) Co., Ltd. (as Singapore legal counsel) in their disposal of Avon Manufacturing (Guangzhou), Ltd. to The Faceshop Co., Ltd. Net proceeds (pre-tax) to Avon are approximately US$47 million
  • Advised HSBC Institutional Trust Services (Singapore) Limited (in its capacity as trustee of CapitaLand Mall Trust) in its disposal of Sembawang Shopping Centre to Lian Beng – Apricot (Sembawang) Pte. Ltd. for a total consideration of S$248 million
  • Advised Pavillon Holdings Ltd., which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, (as its Singapore legal counsel) in its RM52 million proposed acquisition of part of City Plaza, Johor Bahru, Malaysia and 8 plots of lands adjoining City Plaza, its proposed issuance of new shares as part settlement of the properties purchase, its proposed issuance of RM29,855,000 principal amount of 5% convertible bonds due 3 years, its proposed change of controlling interests and the proposed disposal of the entire equity interest in Tianjin Binhai New Area Changjiang Cultural Assets Trading Center Co., Ltd. by its associated company
  • Advised ABR Holdings Limited, which is listed on the Main Board of the Singapore Exchange, in its acquisition of the holding company of Chilli Api Catering Pte. Ltd., Chilli Padi Nonya Catering Pte. Ltd. and Chilli Padi Nonya Restaurant Pte. Ltd.
  • Advised Sound Global Ltd., which is listed on the Hong Kong Exchange, in its acquisitions of 100% share capital in Advanced Resources Holdings Pte. Ltd. (“ARH”) and Advanced Water Engineering Pte. Ltd. (“AWE”) for a total consideration of approximately RMB72.50 million and S$2 million, respectively. ARH and AWE are wholly owned by Advanced Holdings Ltd, a company listed on the Singapore Exchange, and they operate a BOT project for Mumashan Sewage Treatment Plant and a TOO project for Pengxi County Water Supply Plant in Sichuan Province, the PRC
  • Advised Suzhou Anjie Technology Co., Ltd., which is listed on the Shenzhen Exchange, in its acquisition of Supernova Holdings (Singapore) Pte. Ltd. from Supernova (Cayman) Limited, for US$145 million
  • Advised Ascott Investment Holdings Ltd and Ascott Serviced Residence (China) Fund in their S$131.6 million divestments of serviced residence properties, namely, Somerset Ampang Kuala Lumpur, Citadines Gaoxin Xi’an and Citadines Zhuankou Wuhan via the sale of interests in their special purpose holding entities
  • Advised Yang Guang Co., Ltd., which is listed on the Shenzhen Stock Exchange, in its US$309.04 million acquisition of interest in Coralvest Private Limited and Merino Private Limited, which in turn hold interest in Tianjin Jianshe Xinhui Trading Co., Ltd. and Tianjin Zijin Xinjia Trading Co., Ltd., respectively, which are engaged in property development, construction, commercial project management and operation as well as retail-related commercial leasing in the PRC
  • Advised Federal International (2000) Ltd, which is listed on the Main Board of the Singapore Exchange, in its S$12.96 million acquisition of a 1,000 HP Brewstern -85 land drilling rig, which consideration is to be satisfied via a debt set-off and issue of new shares. The group's core businesses in oil and gas include supply, assembly and distribution of flowline control products and distribution of oilfield drilling equipment for use on onshore and offshore rigs and drilling platforms
  • Advised Medtecs International Corporation Limited in its proposed acquisition of 3,415,432 issued and paid-up common stock in the capital of Medtecs (Taiwan) Corporation for the aggregate consideration of approximately S$2 million, which consideration will be satisfied by the allotment and issue of 32,643,260 new ordinary shares in the capital of the company
  • Advised Ascott Residence Trust, which is listed on the Main Board of the Singapore Exchange, in its S$97.3 million acquisition of interest in Wangze (Dalian) Enterprise Co., Limited, which holds a 195-unit serviced residence development that is the first international serviced residence in the Dalian Development Area
  • Advised Ascott Investment Holdings Ltd in its divestment of 30% shareholding interest in Island City Pte. Ltd. to DBS Trustee Limited in its capacity as trustee of Ascott Residence Trust, for a cash consideration of approximately JPY0.7 billion (approximately S$9.1 million)
  • Advised HSBC Institutional Trust Services (Singapore) Limited, in its capacity as trustee of various REITs (which are listed on the Main Board of the Singapore Exchange Securities Trading Limited), in various acquisitions, acquisition and lease-back, disposals, unit consolidation, unit buy-back and distribution reinvestment plan
Capital Markets
  • Advised CITIC Envirotech Ltd. in its interested person transactions entered into with CITIC Finance Company Limited
  • Advised HG Metal Manufacturing Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in its capital reduction to write off S$68.18 million accumulated losses and cash distribution of S$13.38 million surplus cash
  • Advised HG Metal Manufacturing Limited, which is listed on the Main Board of the Singapore Exchange Securities Trading Limited, in: (a) the US$24.975 million proposed purchase of shares in Min Dharma Steel Structures Co. Ltd by a wholly-owned subsidiary of HG Metal and the proposed joint venture in relation thereto; and (b) the S$10.65 million proposed private placement of shares in HG Metal
  • Advised China Merchants Property Development Co., Ltd., which is primary listed on the Shenzhen Stock Exchange and secondary listed on the Main Board of the Singapore Exchange, as Singapore counsel in its RMB57.3 billion merger with its controlling shareholder, China Merchants Shekou Industrial Zone Holdings Co., Ltd. (which is in turn wholly owned by China Merchants Group Limited). In particular, as part of the PRC merger, China Merchants Property will make an exit offer to shareholders on, and delist from, the Singapore Exchange. The China Merchants Property group is principally engaged in property construction and development businesses in the PRC
  • Advised Medtecs International Corporation Limited, which is listed on the Catalist Board of the Singapore Exchange, in its S$5.7 million placement of shares to a private investor. The placement is intended to fund working capital. The group is an integrated healthcare products and services provider in the Asia Pacific region, and manufacturer and distributor of medical consumables for the global healthcare industry
  • Advised QT Vascular Ltd. in its issue of US$13.14 million of 8% convertible bonds due in 2017/2018
  • Advised Leader Environmental Technologies Limited in its private placement of 51,300,000 shares for an aggregate consideration of S$2,308,500
  • Advised Yamada Green Resources Limited in its S$18.9 million renounceable underwritten rights issue of shares to shareholders. The rights issue proceeds are intended to fund strategic investment and acquisition opportunities as well as general corporate and working capital. The group is a major grower, manufacturer and supplier of fresh and processed agricultural products in Fujian Province in the PRC, and its products are sold in major cities in PRC and Japan through a well-established network under its trademarked brands
  • Advised LifeBrandz Ltd in its private placement of 500,000,000 shares for an aggregate consideration of S$1.8 million
  • Advised LifeBrandz Ltd in its S$3.44 million placement of 425,000,000 new ordinary shares to private investors
  • Advised Thai Village Holdings Ltd, which is listed on the Main Board of the Singapore Exchange, in its S$24.84 million placement of new shares to Zheng Fengwen and Chen Liping at the issue price of S$0.138 per share. The placement was part of the group's strategy to diversify its businesses from its restaurant operations and restaurant management services, and capitalise on opportunities in commercial properties in Asia
  • Advised Consciencefood Holding Limited, which was listed on the Main Board of the SGX-ST, in the S$32.4 million cash exit offer by Baltic Group Capital Limited in connection with the company's voluntary delisting from the Singapore Exchange. The group is principally engaged in the manufacturing and sale of instant noodles, snack noodles and beverages in Indonesia
  • Advised Pluto Rising Pte. Ltd. in its mandatory unconditional cash offer for all the issued and paid-up ordinary shares in Viz Branz Limited, which is listed on the Main Board of the Singapore Exchange. Based on the offer price of S$0.78 per share, the offer values the target group at S$276.9 million. The target group is principally engaged in the manufacturing and exporting of fine-quality instant beverages, mixes, snack food and non-dairy creamer, and sells its products to markets such as the People's Republic of China, South-East Asia, Indochina, Iran, Japan, Africa, the Middle East as well as the United States of America
  • Advised China Animal Healthcare Limited (dual listed on the Main Board of the Singapore Exchange and The Stock Exchange of Hong Kong Limited) as Singapore counsel in its voluntary delisting from the Singapore Exchange by way of selective capital reduction, whilst retaining its listing on the Hong Kong Exchange. Based on the offer price of S$0.30 per share, the group is valued at approximately S$572.9 million
  • Advised companies listed on the Singapore Exchange in share buyback mandate, change of auditors, business diversification and other corporate actions
Miscellaneous
  • Advised Singapore companies in amalgamation exercise
  • Advised on the transfer of shares of Flame Gold International Limited for an aggregate consideration of approximately S$16 million. Flame Gold is an investment holding company, which hold approximately 22.14% of shares in the capital of HG Metal Manufacturing Limited, a company listed on the Mainboard of the Singapore Exchange
  • Advised private equity firms in various investments in Singapore companies
  • Advised Singapore companies in capital reduction exercise
  • Advised foreign investors in their setting up of business, subscription of shares and joint ventures in Singapore
  • Advised investors in their exit or disposal of investments
  • Advised Singapore party in its collaboration agreement with PRC party
  • Advised Singapore companies in employee share option scheme
Memberships / Directorships
  • Member, Singapore Academy of Law
  • Member, Bar Council of Malaysia