• Strong track record in Hong Kong capital markets and asset management
• Deep understanding of both Hong Kong and offshore fund structures
• Cross-border capability bridging Hong Kong, Mainland China and international markets
• Commercial, pragmatic and cost-effective approach
• Long-term trusted advisor to licensed asset managers

Fund formation services

• Hong Kong’s open-ended fund companies (OFCs) and limited partnership funds (LPFs) share similar characteristics with the traditional offshore funds – Cayman segregated portfolio companies (SPCs) and exempted limited partnerships (ELPs) – while they also matched the development of modern private equity funds. Therefore, they have rightfully caught the attention and interests of many GPs and fund managers in the market since their launch. We actively respond to the market’s demand and provide timely advice to funds and investors throughout the fund life cycle. Our fund business services include the following:
• Fund formation – selecting fund entity and fund structure, drafting fund formation documents/ Partnership Agreement/ Investment Management Agreement, etc.
• Fundraising – drafting and negotiating Private Placement Memorandums, Subscription Agreements and Side Letters
• Establishing an asset management vehicle – setting up an investment manager and applying for a license from the Securities and Futures Commission of Hong Kong (SFC)
• Since the Hong Kong government launched and finalized the OFC system, we completed more than thirty LPFs and a dozen of OFC funds for our clients. CFN Lawyers achieved its leading position in the industry under the new regulatory system by virtue of having rapid responses to the market changes, and having continuously optimized its framework to meet regulatory requirements through tireless communication and collaboration with the SFC.

Fund related compliance services

• We provide our clients with general compliance consultation services as their long-term legal advisor, assisting them with handling post-registration compliance and investment-related matters after the formation of their funds including apply for annual report waiver/exemption, appointment of additional custodian, equity/share transfer and redemption, and specific matters concerning the operations and management of umbrella funds. Particularly in the current market turmoil, many asset management institutions are facing challenges such as redemption crises and illiquidity of the underlying assets. CFN Lawyers LLP has a large team of legal talents, including experts in corporate law and bankruptcy law, who are familiar with the legal procedures in Hong Kong and mainland China. With experience working with enterprises of different natures, including Chinese central state-owned enterprises, private enterprises and private capitals, our lawyers are experienced in negotiation with or on behalf of different market players and forming a fitting team to provide precise and high-quality services for businesses.

Fund termination or deregistration services

We understand that under the new market landscape and challenges, some clients, as the fund managers of OFCs, face a market demand to terminate their operations of individual sub-funds to optimize costs for the mutual interests of the funds and investors. In 2023, CFN Lawyers’ team handled Hong Kong’s first closing of a sub-fund under the umbrella OFC on behalf of a client. The services involved handling investors’ fund share rights; redemption and liquidation; drafting company documents and application materials (including but not limited to application forms, solvency statement, proposal for termination, etc.); estimating timetable and other work. Our grasp of details and close collaboration with the SFC are of great significance in exploring the specific work in the last stage of a fund’s life cycle under the current OFC scheme.

We act for a broad range of clients across the investment management ecosystem, including:

Asset Managers & Licensed Corporations

We regularly advise Hong Kong SFC-licensed institutions, including those holding:

• Type 1 (Dealing in Securities)
• Type 4 (Advising on Securities)
• Type 6 (Corporate Finance)
• Type 9 (Asset Management)

Our long-term clients include established and emerging asset managers managing private equity, hedge fund and multi-strategy portfolios.

Private Equity & Venture Capital Sponsors

We advise sponsors on:

• Formation of private equity and venture capital funds
• Cross-border investment structures
• Portfolio investment and exit strategies

Our experience includes advising on investments into sectors such as technology, robotics, autonomous driving and emerging industries.

Family Offices & High-Net-Worth Investors

We work closely with:

• Single and multi-family offices
• High-net-worth individuals and entrepreneurs

Providing tailored solutions for wealth structuring, investment platforms and cross-border asset allocation

Institutional and Strategic Investors

We represent investors in:

• Subscription into private funds
• Negotiation of investor protections and side letters
• Cross-border investment transactions

• Advising on the establishment of multiple Hong Kong LPFs and OFCs, including umbrella fund structures
• Supporting clients in securing government subsidies for OFC formation, achieving significant cost savings
• Acting on cross-border fund structures involving Hong Kong, Cayman Islands and Mainland China
• Advising on fund investments and post-investment compliance across various industries
• Assisting asset managers with ongoing regulatory compliance and operational matters