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Morrison & Foerster Advised Sino-Ocean Capital on Formation of US$1.4 Billion Core Office Fund

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Morrison & Foerster advised Sino-Ocean Capital on the formation of a US$1.4 billion core office fund (the Fund) that will invest in A-grade office projects in the core business districts of tier one cities in China. The Fund received capital commitments from Sino-Ocean Group and international investors, including a couple of global sovereign wealth funds and institutional investors.



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Morrison & Foerster advised Sino-Ocean Capital on the formation of a US$1.4 billion core office fund (the Fund) that will invest in A-grade office projects in the core business districts of tier one cities in China. The Fund received capital commitments from Sino-Ocean Group and international investors, including a couple of global sovereign wealth funds and institutional investors.Sino-Ocean Capital is a leading real estate fund management company in China and the Fund is currently the largest U.S. dollar fund in China’s office market. Similar funds in China typically have fixed portfolios, however this Fund has been established as a semi-blind pool fund, with a portion of its capital dedicated to Plot Z6 in the central business district of Beijing and the Sino-Ocean Guanghua International project. The remaining capital will be invested in other projects that meet the Fund’s investment criteria.The MoFo team was led by Hong Kong partner Serena Tan, Deputy Co-Chair of the Firm’s Global Private Funds Group and Chair of Greater China Private Funds Practice. Other key team members included Matthew Lau, tax partner, Hong Kong, Yemi Tépé, finance partner, Singapore, Hong Cheong Wong, of counsel, Singapore, and Stephen Birkett senior consultant, Hong Kong. They were assisted by Hong Kong associates Conan Chen, Joanna Wang, and Andrew Chin as well as by Hong Kong paralegal Cori Ling and Hong Kong trainee solicitor Kenneth Lee.

Morrison & Foerster Advised Sino-Ocean Capital on Formation of US$1.4 Billion Core Office Fund

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Serena has been the Chair of the Greater China Private Funds practice since 2021 and served as the Deputy Chair of the firm’s Global Private Funds Group for four years. She represents global and regional fund managers and institutional investors in the formation of private equity, growth capital, venture capital, co-investment, and private credit funds across a wide range of sectors, including consumer, technology/TMT, financial services, and healthcare. Her representative fund manager clients include Affirma Capital, Ascendent Capital Partners, BAI Capital, Boyu Capital, CBC Group, DCP Capital, GLP, Hony Capital, KHL Capital, Kowloon Nights, Morgan Stanley Private Equity Asia, ORIX Asia Capital, Ping An, SoftBank Ventures Asia, and Taiwania Capital. Serena frequently advises fund managers on arrangements among principals, carried interest plans, employee co-investments, and regulatory and compliance matters. She also has deep experience in fund-of-funds, funds-of-one, and separate accounts.Serena advises real estate fund managers on the formation of real estate funds and joint ventures, with experience across asset classes, including offices, logistics, industrial parks, residential, hospitality, and retail. Her representative real estate fund manager clients include GLP, Hony Capital, SKP, and Sino-Ocean Capital.Serena also advises on GP-led and LP-led fund secondary transactions, including continuation vehicles, stapled secondaries, and secondary purchases of LP interests.In addition, Serena regularly represents institutional investors, including sovereign wealth funds, insurers, family offices, and asset management firms.Year after year, Serena is widely acknowledged by legal directories as one of the leading private funds partners in Asia. Recent recognition includes being ranked as a leading partner by Chambers Global (2019-2026), Chambers Asia-Pacific (2019-2021), Chambers Greater China (2022-2026), and Legal 500 Asia Pacific (2020-2026). She was featured in ALB’s “Asia’s 40 Under 40” list of the most accomplished young lawyers in 2018. Under Serena’s leadership, the Private Funds Team in Asia advised Asia-based GPs on more than 70 fund formation transactions in 2025, with an aggregate transaction value of US$122 billion. The team was also shortlisted for the 2021 PEI Awards for Asia Law Firm of the Year in the Fund Formation category.Serena has been recognized by clients as a “highly diligent and talented” practitioner with “excellent professional knowledge and a strong commercial sense” and their “go-to lawyer for fund formation work that has a Chinese component.” Clients have highlighted her as “an ideal partner” who “understands the differences between offshore funds and RMB funds and the differences between international investors and Chinese investors,” and “has the outstanding ability to design optimal structures, bridge gaps, and find solutions.”Serena is a Registered Foreign Lawyer (New York Qualified) with the Law Society of Hong Kong. She has over 17 years of experience practicing law in New York and China.

自2021年起，谭矿律师一直担任本所大中华区私募基金业务部主席，并曾连续四年担任本所全球私募基金业务组副主席。谭律师代表全球及区域性基金管理人和机构投资者处理设立私募股权基金、成长型资本基金、风险投资基金、共同投资基金和私募债权基金事宜，涵盖消费、技术/科技、媒体和电信（TMT）、金融服务以及医疗保健等众多行业。谭律师具代表性的基金管理人客户包括亚赋资本、上达资本、BAI资本、博裕资本、康桥资本、德弘资本、普洛斯、弘毅资本、达胜资本、Kowloon Nights、摩根士丹利亚洲私募股权、欧力士亚洲资本、平安、软银亚洲风投和台杉投资。此外，谭律师经常代表基金管理人处理负责人安排、收益分成计划、员工共同投资、监管与合规事宜。她在设立组合型基金、专项基金和基金专户相关事宜方面亦有丰富的经验。谭律师代表房地产基金管理人处理设立房地产基金及合资企业事宜，项目经验包括写字楼、物流、工业园区、住宅、酒店和零售等资产类别。谭律师具代表性的房地产基金管理人客户包括普洛斯、弘毅资本、SKP和远洋资本。谭律师还代表客户处理由普通合伙人主导以及由有限合伙人主导的基金二级市场交易，包括延续型基金、捆绑式二级交易以及在二级市场购买有限合伙人权益。此外，谭律师还经常代表包括主权财富基金、保险公司、家族办公室和资产管理机构在内的机构投资者处理相关事宜。谭律师连续多年获各大法律评级机构广泛认可，被评为亚洲顶级私募基金合伙人之一。她最近获得的殊荣包括被《钱伯斯全球法律指南》（2019-2026年）、《钱伯斯亚太法律指南》（2019-2021年）、《钱伯斯大中华区法律指南》（2022-2026）和《亚太法律500强》（2020-2026年）评为领先合伙人。她还于2018年荣登《亚洲法律杂志》“40位40岁以下杰出青年律师”榜单。在谭律师的带领下，本所亚洲私募基金团队在2025年代表亚洲普通合伙人处理了70多宗基金设立交易，交易总价值达1220亿美元。团队还入围了2021年PEI奖项中的基金设立类亚洲年度律所奖。 客户赞誉谭律师是位“极其勤勉且才华出众”的执业者、“具备丰富的专业知识和强烈的商业意识”、“处理涉华基金设立工作的最佳律师”。客户强调她是“理想的合作伙伴”、“深谙境外基金和人民币基金之间的差异以及国际投资者和中国投资者之间的差异”、“在设计最优结构、消除差异以及找到解决方案方面拥有非凡的能力。”谭律师是香港律师会注册外国律师。谭律师在纽约和中国有超过17年的法律执业经验。

Serena Tan

Partner

Matthew’s practice focuses on the structuring of cross‑border M&A transactions and corporate reorganizations, particularly involving the United States, China, Japan, and the rest of the Asia‑Pacific region. He specializes in guiding clients through the intricacies of cross‑border transaction structures and intellectual property management from a tax perspective.Matthew has deep experience advising fund sponsors and institutional investors on tax issues relating to the formation of, and investments in, private equity funds, venture capital funds, real estate funds, and other alternative investment products. He has particular expertise in the U.S. taxation of government‑linked investors such as sovereign wealth funds and central banks.Matthew has represented multinational corporations and funds in transactions across more than 30 jurisdictions covering a wide range of industries, including technology, telecommunications, healthcare, real estate, consumer, media, and energy.Matthew is a Registered Foreign Lawyer with the Law Society of Hong Kong.While at Columbia Law School, Matthew was a three‑year Harlan Fiske Stone Scholar.

刘恩安（Matthew Lau）律师的业务侧重于跨境并购交易和企业重组的结构设计，特别是涉及美国、中国、日本和亚太地区其他国家的交易。他擅长从税务的角度协助客户处理复杂的跨境交易结构和知识产权管理。刘律师在为基金发起人和机构投资者就私募股权基金、风险投资基金、房地产基金和其他另类投资产品的成立和投资相关的税务问题提供法律咨询方面拥有丰富的经验。他尤其擅长处理美国对政府相关投资者（如主权财富基金和中央银行）的征税事宜。刘律师曾代表多家跨国公司和基金在30多个司法管辖区处理交易，涵盖科技、电信、医疗保健、房地产、消费品、媒体和能源等多个行业。刘律师是香港律师会注册外地律师。在美国哥伦比亚大学法学院就读期间，刘律师连续三年获得哈伦•菲斯克•斯通（Harlan Fiske Stone）奖学金。

Matthew Lau

Yemi Tépé is Asia Head of the Finance Group of Morrison Foerster. With more than 25 years advising clients on the full spectrum of event-driven financings and private equity buyouts, she has extensive experience in domestic and cross-border acquisition and leveraged finance, public to private takeovers, digital infrastructure and data center financings, debt restructurings, margin loans, and subscription line and NAV financings.Her clients include global and regional private equity sponsors, multi-national corporations, leading international and regional banks and private credit funds.Yemi sits on MoFo’s Board of Directors, Global Finance Committee, Community Advisory Board and Pro Bono Committee.<h4>Representative Experience</h4><ul><li>GLP China Logistics Fund I and its affiliates in the $5 billion recapitalization and exit of the portfolio developed within the fund, which was GLP’s flagship USD-denominated develop-to-core fund formed in 2013 to invest in prime, institutional-grade modern logistics assets in China.</li></ul><ul><li>The senior lenders on the acquisition financing to CVC Capital Partners for the acquisition of TRY Group, the largest one-to-one tutoring services provider in Japan.</li></ul><ul><li>GLP Pte. Ltd. in relation to subscription line facilities for GLP Japan Development Partners IV (JDP IV), which will have USD9.1 billion in assets under management when fully deployed, one of the largest-ever Japan-focused private real estate funds.</li><li>GLP Pte. Ltd. on a USD658 million sustainability linked syndicated loan facility.</li><li>The mezzanine lenders on the acquisition financing to CVC Capital Partners for the USD1.5 billion acquisition of Shiseido's personal care business.</li><li>The mezzanine lenders on Bain Capital’s approximately USD380 million acquisition of Kirindo, a Japanese pharmacy chain store operator. </li><li>SoftBank Group Corporation in connection with senior and mezzanine acquisition facilities for OYO’s acquisition of Netherlands-based @Leisure. </li><li>PA Chokmah Investment Limited (wholly owned by Ping An Overseas Holdings), as lender in relation to a HKD500 million convertible loan to Wisdom Education International Holdings Company Limited, a Hong Kong listco, principally engaged in operating premium primary and secondary schools in China.</li><li>BlackRock in relation to offshore and onshore acquisition financing in its acquisition of two blocks of grade-A office buildings in Changning, Shanghai from PGIM Real Estate, a property investment affiliate of Prudential Financial.</li><li>MUFG Bank, Ltd. as mandated lead arranger and underwriter of acquisition facilities for two strategic acquisitions aggregating close to USD1billion by Siam City Cement Public Company Limited, a listco on the Stock Exchange of Thailand and Thailand’s second largest cement producer, from LafargeHolcim Ltd.</li><li>Various lenders and private equity funds in relation to capital call/subscription facilities, fund financings and borrowing base facilities.</li></ul>

Yemi Tépé

Stephen Birkett is a Senior of Counsel at the firm and a Partner in our Hong Kong office.Stephen has practiced in Hong Kong for over 25 years and specializes in capital markets advisory and transactional matters, regulatory issues, and mergers and acquisitions transactions. His experience includes advising on the Hong Kong Stock Exchange Listing Rules, including numerous IPOs, and the Hong Kong Takeovers Code, as well as corporate and securities law and regulations generally. This includes advising clients on SFC licensing issues for intermediaries, non-contentious employment matters, and general commercial transactions.He recently advised a securities fintech business licensed by the SFC and which offers a Chinese language app for trading equities in select international markets on SFC compliance issues.Prior to joining Morrison & Foerster, Stephen served for three years as Senior Director of Corporate Finance with the Securities and Futures Commission in Hong Kong. Before that, he was a partner and Head of Corporate Finance in a leading international firm in Hong Kong. He was a member of the Hong Kong Government Standing Committee on Company Law Reform from 2011 until the end of his six-year tenure.Stephen is a frequent speaker at conferences on Hong Kong securities legal issues and has authored chapters on the Hong Kong Takeovers Code and Listing Rules in the popular “Practitioner’s Guide” series.Stephen is fluent in French and Spanish.

白士文律师在香港的执业时间已超过25年，专门处理资本市场咨询和交易事宜、监管问题以及并购交易。他的经验包括就《香港联交所上市规则》提供法律意见，其中涉及多次首次公开发行、《香港收购守则》以及一般公司及证券法律法规事宜。他曾就中间机构获取证监会牌照事宜、无争议性雇佣事宜以及一般商业交易提供法律意见。在加入美富之前，白律师担任香港证券及期货事务监察委员会（证监会）的高级董事三年。之前亦曾经担任香港一家具领导地位的国际律师事务所的合伙人及企业融资部门主管。白律师从2011年起出任香港公司法改革常务委员会的成员，直至其六年任期期满为止。白律师经常就香港证券的法律问题发表演说，并且曾经撰写广受欢迎的“执业者指引”（Practitioner’s Guide）系列中有关《香港收购守则》及《上巿规则》的章节。白律师精通法语和西班牙语。