Yuning Zhou

Associate, Hong Kong SAR



Yuning Zhou is an associate in our Capital Markets group based in Hong Kong. She advises issuers, underwriters and investors in debt capital markets transactions pursuant to Rule 144A and Regulation S, and issuers and underwriters in SPAC IPOs and de-SPAC transactions. She also has experience advising on cross-border M&A transactions and corporate matters.

Bars and Courts
New York
Registered Foreign Lawyer, The Law Society of Hong Kong
People's Republic of China (non-practicing)
Juris Doctor
New York University School of Law
Bachelor in Law and French
Shanghai International Studies University


Yuning's representations include the following:

Capital Market

  • Deutsche Bank AG as the sole dealer manager for the partial tender offer of 6.000% senior notes due 2025 of Studio City Finance Limited.
  • Chenghe Acquisition Co. in its US$380 million business combination with Taiwan Color Optics, Inc., an optical and 3D sensing technology company that is primarily involved in the customization, design and supply of optical components and integrated chip for various industries. (pending)
  • Chenghe Acquisition I Co. (f/k/a LatAmGrowth SPAC) in its US$400 million business combination with Femco Steel Technology Co., Ltd., an innovative golf shaft manufacturer based in Taiwan. (pending)
  • Goldman Sachs Bank USA, as senior lender, and HSBC in the various trustee and cash management, security and agency roles in a warehouse securitization of buy now, pay later receivables originated by Nakhla for Information Technology Systems LLC in Saudi Arabia.
  • Special purpose acquisition company Magnum Opus Acquisition Limited (NYSE: OPA) on its definitive merger agreement with Asia Innovations Group Limited, a leading mobile social company serving emerging markets. The transaction provides for a total equity valuation of US$2.5 billion, representing the largest consumer internet SPAC merger as well as the fastest-growing consumer internet company by scale to announce a SPAC merger as of the time of its announcement in 2022.
  • Special purpose acquisition company HH&L Acquisition Co. (NYSE: HHLA) on its definitive merger agreement with DiaCarta, Ltd., a U.S.-based precision molecular diagnostics company. The transaction provides for a total equity valuation of US$460 million.
  • Chenghe Acquisition Co. (Nasdaq: CHEA), a special purpose acquisition company, in its US$115 million initial public offering. Morgan Stanley & Co. LLC and EarlyBirdCapital, Inc. acted as joint book-running managers and Revere Securities LLC acted as co-manager for the offering.
  • An Asia-based investment firm in several exchange offers in relation to public and private bonds.
  • Deutsche Bank AG, Singapore Branch as sole bookrunner, and Bank of China Limited, Macau Branch, Bank of Communications Co., Ltd. Macau Branch and Industrial and Commercial Bank of China (Macau) Limited as joint lead managers, on the offering of US$350 million 7.0% senior secured notes due 2027 issued by Studio City Company Limited, guaranteed by Studio City Investments Limited and its subsidiaries (excluding Studio City Company Limited).
  • Agricultural Bank of China New York Branch in an offering by the branch of US$700 million of senior notes under the medium-term note (MTN) program of Agricultural Bank of China Limited. The offering was comprised of two tranches, US$400 million of 1.50% fixed rate notes due 2025 and US$300 million of 2.00% fixed rate green notes due 2027. The proceeds from the offering of the green notes will be used to finance, or refinance, eligible green projects in accordance with the LMA Green Loan Principles 2021 and the ICMA Green Bond Principles 2021. The notes are listed on the Hong Kong Stock Exchange.
  • Credit Suisse (Hong Kong) Limited, Haitong International Securities Company Limited, The Hong Kong and Shanghai Banking Corporation Limited, USB AG Hong Kong Brach, The Bank of East Asia Limited and China CITIC Bank International Limited, as Joint Lead Managers on the offering of US$300 million 5.20 percent guaranteed notes due 2025 issued by Perfect Point Ventures Limited, an indirectly wholly-owned subsidiary of C C Land Holdings Limited, a Hong Kong Stock Exchange listed property development and investment company.
  • Magnum Opus Acquisition Limited, a special purpose acquisition company, in its US$200 million initial public offering in the U.S.
  • HH&L Acquisition Co., a special purpose acquisition company, in its US$414 million initial public offering and listing on the New York Stock Exchange.

Merger & Acquisition

  • Panasonic Corporation on its acquisition of Blue Yonder, a leading end-to-end, digital fulfillment platform provider.
  • Two subsidiaries of a Chinese state-owned construction group on investing in a Hong Kong mining company, and advised client on the relevant engineering, procurement and construction legal issues of a Kazakhstan Tungsten Mining Project.
  • A leading Chinese oil and gas company in restructuring its overseas operation.


  • Certain subsidiaries and branches of a Chinese leading oil and gas group on resolving force majeure claims from commercial counterparties and prepared replies, assisted in specific project matters such as personnel arrangement.
  • A leading multinational real estate developer on compliance issues arising out of its China operations, ranging from gifts, meals, hospitalities, to use of vendors and contractors, as well as a series of internal investigations into allegations of fraud, conflicts of interests and bribery.