People

WanHsi Yeong

Senior Consultant

WanHsi is based in Singapore, where she is qualified to practise as a solicitor.  She is one of the few lawyers in Singapore who specialise in FinTech and has written several articles on the regulatory framework in Singapore for cryptocurrencies.

Her expertise goes much wider however, and covers multi-jurisdictional financial regulations, mergers and acquisitions, venture capital, private equity investments, regulatory compliance, financial markets, corporate restructuring and general corporate work. She represents a broad spectrum of clients which includes small and medium sized enterprises, non-governmental organisations and multinational corporations.

Industry sectors include finance, tech, capital markets, shipping, healthcare, telecommunications, oil and gas, not-for-profit, and construction.

Earlier in her career, WanHsi, a native mandarin speaker, spent a number of years in the Singapore allied practices of both Sherman and Sterling and Duane Morris before working for a significant spell in-house, first at Singapore Telecom and later as general counsel at a major regional private equity fundraising house.  She is a partner at ArrowGates LLC in Singapore and is also “of-counsel” to a leading firm in Indonesia specialising in IP law.

WanHsi takes a keen interest in social responsibility and is the founder and benefactor of the Love Changes Nations charity which has done voluntary work and established micro businesses for local communities over the last 8 years in disaster-stricken countries all over the world, including Philippines, Mozambique, Pakistan, Nepal, and Brazil.

What we say about WanHsi Yeong

We are lucky to have WanHsi as part of the team.  She has a fantastic “pedigree” and a varied and impressive deal list in a range of practice areas.  Her presence in Singapore, combined with her language skills, really enhances our ability to advise not only clients doing deals in South East and North Asia, but also to act for clients from those regions, including, crucially, China, who want to come to the debt or equity markets in London or undertake other transactions in the UK or Europe.

Highlights

Some of highlights of WanHsi’s career include:

• advising Keppel Land Limited, as the sponsor for K-REIT Asia in the issue of up to S$440.1 million in K-REIT Asia units listed by way of an introduction on Singapore Exchange Securities Trading Limited
• advising SP PowerAssets Limited on a S$600 million Multi-Term Note Programme
• advising on the dual US and Singapore listing of Omega Navigation Enterprises
• advising DBS with respect to the initial listing of units issued by ABF Singapore Bond Index Fund on the Singapore Stock Exchange which raised over S$456 million at the close of its initial public offer

Representative Transactions

Funds, Venture Capital and Fintech

• Issued a legal opinion in relation to a corporate trust structure of the ownership of the beneficiary in relation to the sale of the US$250 Million office sale building in Wall Street and worked alongside with the US counsel.
• Advising on establishing a Singapore Variable Capital Company (“VCC”), including preparation of the fund documents, tax advice, tax incentive application, and fund administration set up, structuring, and coordination work for funds up to S$100 million
• Advising on a fund established as a VCC, taking the lead role as drafting counsel for the equity trading and derivatives work for the fund in Singapore.
• Advising on a Cayman stand-alone fund to be set up as a Cayman PLC, including drafting the fund documents
• Advising an applicant for the Monetary Authority of Singapore “sandbox” regime for recognised market operators in relation to the sandbox application and the legal and compliance framework including the members’ rulebook, listing and trading rules, and membership agreements.
• Structuring and advising a bond Issuer from a combination of tax, legal, regulatory and operational requirements of bond investments in relation to a 36% Fixed rate return of unsecured 18-month Bond Funds, with an average fund size of S$25 million.
• On-going retainer to represent a blockchain tech company to perform work in relation to regulatory compliance to the new the Payment Services Act 2020 of Singapore.
• Retainer to support a lifestyle apps to allow its database of direct selling customers network globally to be plugged into a payment system network supported by a tech partner who specialises in providing trading algorithm portfolio of crypto stocks. Aspects covered would include (i) asset fund management work (ii) custody work (iii) stored value facility work, (iv) digital robo-advisory service, licences, etc
• On-going retainer for a crypto exchange including 1) the full suite of compliance work, drafted AML, sanction policy, 2) drafted custodian agreement, 3) listing agreements, 4) disclaimer & terms of use, 5) exchange documents, 6) reviewed the Payment Services Act 2020 of Singapore, 7) reviewed the regulated market operator regime.
• Issued a legal opinion in relation to a corporate trust structure of the ownership of the beneficiary in relation to the sale of the US$250 Million office sale building in Wall Street and worked alongside with the US counsel.
• Successfully conducted a due diligence exercise in relation to an acquisition of a corporate technology logistic company in Singapore for an undisclosed sum and represented certain Malaysian and Singapore institutional investors.
• Represented a leading digital consumer finance company with its headquarter in Singapore in its acquisition of its Indonesian entity’s shares and ensuring the acquisition sale are in compliance with the Companies Act and the relevant OJK’s regulations No 77 POJK 01/2016 (Peer to peer lending).
• Successfully advised a peer to peer lending entity with Indonesian operations in relation to the company’s intention to be a market entrant in the financing business space pursuant to the regulations of the Finance Companies Act of Singapore and in the money lending activities pursuant to the Money Lenders Act of Singapore and its rules. Areas covered: whether the Company can be a lender to the member of public without a licence, whether the Company can be an “excluded moneylender” or an “exempt moneylender”, what licensing requirements are needed.
• Advising a Singapore company on their S$25 million Series B fundraising with step-up plan corporate restructuring to move its HQ to Germany in relation to the transfer of shareholdings to other various entities, waiver of rights of the shareholders’ interests in relation to pre-Series B financing for a CRM and CPQ software with the vision to make the sales successful and profitable for manufacturing, high-tech and engineering industries company in 2019.
• Retained by a new protein venture capital fund to revise a SAFE (Simple Agreement for Future Equity) agreement to modify the agreement to be in line with Singapore Companies Act and Securities and Futures Act. The fund is backed by Temasek and Tyson Foods.
• Successfully became the “go to counsel” for a cell-based clean meat company that harvest from cells instead of live animals. Revised the SAFE (Simple Agreement for Future Equity) agreement to be in line with the Co-Founder’s requirement for future financing.
• Advised several companies on their seed financing and Series A fundraising.
• Completed a Series A Financing in relation to a “configure-price-quote” (CPQ) German technology (Singapore based company) to streamline sales of complex product lines and manage sophisticated business processes using the Cloud in negotiation with a group of German investors, which includes a large institutional investor. Investment amount in total so far is about Euro2.7 million for the 1st and 2nd tranches.
• Advised a social aggregation website company in relation to an online company segmenting popular news based on social signals to pursue a private acquisition / corporate restructuring exercise, including setting up an ESOS scheme and drafted an inter-company loan accordingly for 10,000,000 private shares.

Equity Capital Markets Listings

• Successfully advised a Japanese private equity firm as a shareholder in a listed business trust entity in Singapore in relation to advisory work of Listing Rules of Singapore Exchange Securities Trading Limited (“SGX”) relating to interested persons transactions, threshold required to constitute major transactions, and disclosure of material information.
• Advised a public listed entity, as the sponsor for a REIT in the issue of up to S$440.1 million in units listed by way of an introduction on SGX.
• Advised a Trustee Manager, as the trustee for a REIT fund in relation to the initial public offering on the SGX of 321,255,000 units in a REIT transaction, sponsored by an Australian entity.
• Advised the global co-ordinator for the Singapore offering in the dual listing of a US entity on the SGX and NASDAQ.
• Advised a private company in kinetic engineering on its listing on the London Stock Exchange’s AIM market.
• Advised a Pan-Asian Healthcare Holdings Limited on its initial public offering on the main board of the SGX.
• Advised an Australian land-based gaming group, on its initial public offering on the Sesdaq board of the SGX.
• Advised a Bermuda based Hong Kong die-cast manufacturing company on its Initial Public Offering on the main board of the SGX.

Debt Capital Markets Listings

• Represented the Joint Lead Managers in a power asset company for the establishment of a S$600 million Multi-Term Note Programme and its inaugural offering of 4 Series of Notes in principal amount of S$3,834 million.
• Advised an Asian Bank with respect to the initial listing of units issued by a company in relation to a Singapore Bond Index Fund on the Singapore Stock Exchange, which raised over S$456 million at the close of its initial public offer.
• Advised a Singapore company on their S$25 million Series B fundraising with step-up plan corporate restructuring to move their HQ to Germany in relation to the transfer of shareholdings to other various entities, waiver of rights of the shareholders’ interests in relation to pre-Series B financing for a CRM and CPQ software with the vision to make the sales successful and profitable for manufacturing, high-tech and engineering industries company in 2019. (code name Project Merlion)