Adele Zhang Xiaoyu

Adele is a Senior Registered Foreign Lawyer and a leading member of Shipping Finance at the firm. She was admitted to practice in China in 2012.

Experience

Representative matters

Acted as lead counsel for offshore syndicated lenders or financial institutions in numerous offshore syndicated financings and structured loans valued between tens of millions and hundreds of millions of US dollars, providing structural advice and drafting transaction documents.

Acted as lead counsel for various onshore and offshore borrowers in multiple offshore syndicated financings, real estate financings, and structured loans valued from tens of millions to hundreds of millions of US dollars, providing structural advice and reviewing transaction documents.

Represented United Liquefied Gas Shipping (Hong Kong) Limited in a US$468 million syndicated financing for three LNG carriers, with a prominent bank of China acting as the lead arranger.

Representative Experience

Represented United Liquefied Gas Shipping (Hong Kong) Limited in a US$468 million syndicated financing for three LNG carriers, with a prominent bank of China acting as the lead arranger.

Acted as lead counsel for United Liquefied Gas Shipping (Hong Kong) Limited in a financial leasing project involving two LNG carriers with a leading Chinese financial leasing company.

Represented a prominent Chinese financial leasing company in the sale-and-leaseback of three second-hand vessels, providing comprehensive legal opinions on various complex issues arising throughout the transaction.

Represented a leading Chinese financial leasing company as lead counsel in a sale-and-leaseback project for a newly built LNG carrier. This project involved a European LNG shipping company as the ultimate operator and a shipyard in Zhejiang as the builder; provided expert legal advice on all complex matters involved in the process.

Represented a prominent Chinese financial leasing company in a sale-and-leaseback financing project for six 4,200 TEU newly built container vessels. Managed the multi-jurisdictional establishment of Special Purpose Vehicles (SPVs) and cross-border mortgage arrangements across England, Hong Kong, Malta, and Turkey, successfully achieving complex cross-timezone financial closing within a compressed transaction timeline.

Represented a leading Chinese financial leasing company in a sale-and-leaseback financing project for four 3,100 TEU container vessels and two 20,000 m³ LNG carriers. Coordinated the SPV incorporations and cross-border security structures across multiple jurisdictions, including England, Hong Kong, Malta, Belgium, Luxembourg, and Cyprus, ensuring the successful delivery and closing of complex financing under tight deadlines.

Acted as lead counsel for AVIC Leasing in a Bareboat Charter (BBC) operating lease project for two chemical tankers with a renowned Singaporean shipping company.

Acted as lead counsel for AVIC Leasing in relation to the operating lease and associated financing of two newbuild vessels with a prominent shipping company (Singapore branch).

Acted as lead counsel for CDB Leasing and the Sellers, responsible for transaction structuring, escrow arrangements, and cross-border closing legal services for the sale and purchase (MOA) of three vessels.

Acted as legal counsel for CDB Leasing to coordinate a large-scale fleet acquisition of 19 vessels; drafted Memorandum of Agreement (MOA) and Novation Agreements for charters, and completed vessel title registration across Liberian and Hong Kong jurisdictions.

Represented Oriental Fleet International Company Limited (a subsidiary of COSCO SHIPPING) in a USD 100 million cruise ship sale-and-leaseback financing project and subsequent refinancing, involving a major US cruise line and a leading Chinese state-owned travel company.

Represented China Merchants in the formation of a joint venture with Sinotrans to establish the world’s largest VLCC fleet. The project involved the sale and purchase of 19 VLCCs (including newbuilds), multiple syndicated financings, and the restructuring of existing loan facilities for a subsidiary of a leading PRC shipping company.

Represented China Merchants Energy Shipping (CMES) in the structured financing of three 175,000 m³ large-scale LNG carrier newbuilds. Successfully secured high-value maritime assets delivered by Dalian Shipbuilding (DSIC) by structuring complex cross-jurisdictional guarantee systems, creditor subordination frameworks, and cross-border JV equity protection mechanisms.

Acted as lead counsel for China Merchants Energy Shipping (CMES), providing "one-stop" legal services for two 174,000 m³ large-scale LNG carriers. Managed the full-cycle legal affairs, including the establishment of Liberian SPVs, negotiations of shipbuilding contracts with a well-known South Korean shipyard, securing long-term charters with global energy operators, and executing financing agreements with major Chinese financial institutions to support national energy security strategies.

Acted as legal counsel for the Export-Import Bank of China (Anhui Branch), designing and implementing a complex cross-collateralization scheme for its fleet financing project. Successfully maximized the security effectiveness of the entire fleet’s assets against various debt obligations by structuring a three-tier Marshall Islands priority mortgage system and cross-border mutual guarantee mechanisms linking multiple independent loan agreements.

Acted as legal counsel for Hong Kong Ming Wah Shipping (a subsidiary of CMES) in the high-value financing of four dry bulk newbuilds. Designed a sophisticated cross-SPV collateralization scheme with pre-set "Change of Control" dynamic security mechanisms for future equity shifts, and successfully coordinated multi-party execution and closing of core financing and security documents within a compressed timeline.

Acted for Zhejiang Zheshang Zhongtuo Group, designing and implementing a complex cross-border security trust structure for its commodity procurement prepayment financing, achieving cross-guarantees of high-value maritime assets against multiple procurement agreements.

Representing and advising China Great Wall AMC (International) Holdings Company Limited in its HKD term loan financing for a well-known technology firm in Hong Kong.

Representing and advising China-Africa Fund for Industrial Cooperation in its provision of US$50 million financing loan project for a prominent domestic investment house in relation to its copper and cobalt smelter project in Congo-Kinshasa.

Representing and advising Chong Hing Bank Limited in the successful completion of providing a leading Hong Kong real estate developer with HKD1.4 billion term loan financing.

Representing and advising Bank of Communications Co., Ltd. in its financing project in an amount of nearly US$2 billion.

Representing and advising Shanghai Decent Investment (Group) Co., Ltd. in the financing for a US$550 million project with an Indonesian project company, which was led by a major French bank, for the purpose of funding the project company’s development of a 3.5-million tons/year integrated steel plant in central Indonesia, involving land mortgages, insurance claims/receivables/chattel trust guarantees, transfer of major project documents, pledge of the project company’s shares, sponsors' capital increase commitments, pledge of accounts, and many other complex credit enhancement approaches.

Advising an Indonesian project company in a US$ project financing between BNP Paribas and the project company. The company has a multi-layer JV structure, where Tsingshan Holding Group Company Limited and Shanghai Decent Investment (Group) Co., Ltd. were the Chinese substantial shareholders of the Indonesian project company. The project financing involved multiple methods of guarantee, including local land mortgages in Indonesia, insurance claims/receivables/chattel trust guarantees, transfer of major project documents and pledge of the project company’s shares.

Representing a real estate developer in Hong Kong (as the borrower) and acting as its chief counsel in its dual-currency parallel onshore and offshore parallel syndicated loan financing arrangement, in a loan amount as high as US$773 million and RMB1.2 billion and involving multi-jurisdictional complex guarantee arrangements.

Representing and assisting Road King Infrastructure Limited, Pingan Real Estate Capital Limited (平安房地产资本有限公司) and its joint venture in their HKD2.34 billion syndicated term loan financing to fund a residential site development project adjacent to the Wong Chuk Hang MTR Station.

Representing and advising Hammer Capital Private Investments Limited in its HKD term loan financing, where guarantees of Hong Kong-listed shares and other complex forms of guarantees in several other jurisdictions were involved.

Representing and advising Southwest Securities (Hong Kong) Brokerage Limited (西南证券（香港）经纪有限公司) in its HKD term loan financing. Providing financing for a listed company’s mandatory general offer of shares.