Denise Jong

Denise Jong has been a partner of Reed Smith Richards Butler LLP since 1998 and is a member of the firm’s Executive Committee. She is based in Hong Kong and her career of more than 30 years has been built on transactions mainly in Greater China and also South-east Asia. The diversity of practice has seen her hand hold start ups, be in the thick of private equity investments, negotiate and execute both public company takeovers and private company M&A and lead more than 70 successful IPOs on the Hong Kong Stock Exchange. She was the lead partner in advising the Hong Kong Stock Exchange on the drafting and implementation of the rules published in 2018, allowing the listing in Hong Kong of pre-revenue biotech companies and, in addition, the regulations governing weighted voting rights for certain Hong Kong listed companies. After IPO, she continues to advise her clients on secondary debt and equity issues, spin-offs, corporate governance and compliance, regulatory investigations and throughout her career, she has also advised on a number of high profile corporate restructurings and privatisations of listed companies in Hong Kong. Denise is a popular choice among PRC, Hong Kong corporates and multinationals for her three decades of experience handling all manner of public and private M&A and private equity transactions. She has been recognised and ranked by legal directories including Chambers, The Legal 500 and IFLR1000 for consecutive years where clients have said she is "an all-round lawyer with extensive experience in advising listed and private companies". Denise is a member of the firm’s Executive Committee following a reelection in September 2024. She was a member of the firm’s Executive Committee in 2008-2015 and the firm’s Asia Pacific Managing Partner from 2018 to June 2020 and the firm’s co-chair of the Global Corporate Group from 2016 to 2024.

Experience

Representative matters

Acting for eLong, Inc., a wholly-owned subsidiary of Tongcheng Travel Holdings Limited (SEHK: 0780) (“Tongcheng Travel”), as Offeror in its HK$1.42 billion (approximately US$183 million) voluntary conditional general cash offer for all the issued shares in Dida Inc. (SEHK: 02559), a carpooling and mobility platform listed on the Main Board of the Hong Kong Stock Exchange. Tongcheng Travel is a leading online travel platform in China principally engaged in the provision of transportation ticketing, accommodation reservation and tourism-related services.

Advising China ZhengTong Auto Services Holdings Limited on compliance with the Listing Rules for an acquisition of business constituting a major transaction and a connected transaction with a provisional consideration of approximately RMB 793 million

Advising Palasino Holdings Limited (“Palasino”) (stock code: 2536), a leading European gaming and leisure group, on its HK$371 million (US$47 million) IPO on the Main Board of the Stock Exchange of Hong Kong. The listing constituted a spin-off of Palasino from Far East Consortium International Limited (stock code: 35).

Representative Experience

Advising on a connected transaction involving the subscription of China ZhengTong Auto Services Holdings Limited’s shares by a subsidiary of Xiamen ITG Holding Group Co., Ltd. and the related whitewash waiver application and unconditional mandatory cash offer, raising approximately HK$1 billion (US$129 million) for China ZhengTong Auto

Advised Pentamaster International Limited (stock code: 1665), valued at HK$2.4 billion, on its successful privatisation by Achi Capital Partners and Pentamaster Corporation Berhad by way of a scheme of arrangement and delisting.

Advising PE fund Templewater Bravo Holdings Limited (as seller) on its disposal of Bravo Transport Holdings Limited (the holding company of Citybus, being the operator of two bus franchises in Hong Kong) to HK-listed Hans Energy Company Limited for an aggregate consideration of approximately US$627 million (with the benefit of a mandatory put option). Citybus runs more than 1,700 buses over 200 franchised bus routes in Hong Kong and employs more than 5,000 people, making it one of the largest private sector employers in Hong Kong.

Advising China ZhengTong Auto Services Holdings Ltd. on its placing of new shares, raising gross proceeds of HK$58.83 million. This was one of the first placings completed after the “Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies” promulgated by the China Securities Regulatory Commission took effect in March 2023

Advising CICC as financial adviser to Purity Investment Limited (an investment vehicle of certain directors of Huifu Payment Limited) in its HK$4.57 billion (US$600 million) privatisation bid for Huifu Payment Limited (stock code: 1806), listed on the Main Board of the Hong Kong Stock Exchange.

Advising Aimia Inc., a long term and long time investor in Clear Media, on the prevention of a HK$3,857 million (US$495 million) privatisation of Clear Media Limited involving a consortium comprising management of Clear Media and other investors, including Ant Group Co. Ltd and JCDecaux SA.

Advising Wanda Properties Overseas Limited, a subsidiary of Dalian Wanda Commercial Management Group Co., Ltd., on issuing the US$325 million 7.25 percent Guaranteed Bonds due 2022.

Advised Panda Green Energy Group Limited on an exchange offer for the Company’s outstanding US$350 million 8.25% senior notes due 2020 (listed on the Singapore Stock Exchange) and issue of US$112 million 8% guaranteed senior notes due 2022, which are listed on The Stock Exchange of Hong Kong Limited (stock code: 40127).

Advised Panda Green Energy Group Limited on its issue of US$260 million 8% guaranteed senior notes due 2022, which also constituted a connected transaction of the Company.

Advising Smoore International Holdings Limited (Stock Code: 6969) on US$858 million placing of shares.

Advised Man Wah Holdings Limited (Stock Code: 1999) on a US$300 million placing (a 144A/Reg S offering)

Advising China Agri-Industries Holdings Limited on its privatisation and delisting from the HKEx where the value of the offer was HK$8.8 billion (about US$1.2 billion).

Advising Investec Bank plc on the merger of Jimu Holdings Limited (certain preference shares of which are held by Investec Bank plc) and Huawen Brother Limited, which involves reviewing of share purchase agreement, share award agreement, shareholders’ agreement and memorandum and articles of association.

Advised China International Capital Corporation (CICC) as the financial adviser to Alibaba in Alibaba’s USD5.8 billion (approximately HK$45 billion) acquisition of a controlling stake in Sun Art and a mandatory general offer for and on behalf of Alibaba for all shares in Sun Art upon completion of the share acquisition.

Advised CICC as the financial adviser in Alibaba’s bid to delist Intime Retail (Group) Company Limited in a deal valued at about HK$20 billion (US$2.6 billion)

Advising Templewater on the HK$3.2 billion (USD 410 million) acquisition of New World First Bus and Citybus, two of the five franchised bus services in Hong Kong running more than 1,700 buses and employing more than 5,000 people.

Represented CLSA (as IPO sole sponsor) and underwriting syndicate on the US$910 million Hong Kong IPO and 144A/Regulations S offering of Smoore International Holdings Limited, the world’s largest vaping device manufacturer.

Advised Fosun Fashion Group (Cayman) Limited (a subsidiary of Fosun International Limited (SEHK stock code: 00656) which focuses on managing and investing global fashion brands) in its issuance of shares to A round investors for an aggregate subscription price of EUR 90 million.

Advised Dalian Wanda Group Co., Ltd and its nine member offeror consortium in the delisting of all of the issued H shares in Dalian Wanda Commercial Properties Co., Ltd in a deal valued at about HK$35 billion (US$4.5 billion)

Advised China Shipping Group on their merger with China Ocean Shipping Group Co in a deal valued at over RMB23.32 billion (US$3.6 billion)

Advised CITIC CLSA in the IPO of Nameson Holdings Limited on its HK$688 million listing on the Hong Kong Stock Exchange

Advised Tysan Holdings Limited and Tysan Foundation Holdings Limited on the foundation spin-off onto the Hong Kong Stock Exchange

Advised Tysan Holdings Limited on the general offer by HNA for all the shares in Tysan Holdings Limited in a deal valued at HK$3.6 billion (US$465 million)

Advised CITIC Limited on their subscription of new shares in FDG Electric Vehicles Limited, listed in Hong Kong, in a deal valued at about HK$465 million (US$60 million)

Advised Far East Consortium International Limited in their medium-term note programme and the issue of US$300 million 3.75% senior unsecured notes due 2021

Recognitions

Recognized in the prestigious, client-selected Thomson Reuters Stand-Out Lawyers listing for 2026
Listed as one of ALB Asia's Top 15 Female Lawyers 2024 by Asian Legal Business
Named one of the Most Successful Businesswomen to Follow in 2024 by The Enterprise World