Hong Kong regulatory compliance

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Julia Charlton

Clinton Morrow

Calvin Ho

Services

Listing on the Hong Kong Stock Exchange

Charltons

  • Charltons’ extensive experience in corporate finance makes us uniquely qualified to provide a first class legal service
  • Charltons have representative offices in Shanghai, Beijing and Yangon
  • Charltons was named the “Corporate Finance Law Firm of the Year in Hong Kong ” in the Corporate Intl Magazine Global Award 2014
  • Boutique Firm of the Year” / “Boutique Transactional Law Firm of the Year” was awarded to Charltons by Asian Legal Business for the years 2002, 2003 and 2006 to 2017 (inclusive)
  • Hong Kong’s Top Independent Law Firm was awarded to Charltons in the Euromoney Legal Media Group Asia Women in Business Law Awards 2012 and 2013
  • Equity Market Deal of the Year” was awarded to Charltons in 2011 by Asian Legal Business for advising on the AIA IPO

Practice Areas

  • Capital Markets
    • Global offerings and GDRs
    • IPOs and Placings
    • Listing on the Hong Kong, Shanghai, Shenzhen, London and Luxembourg stock exchanges
  • Corporate and Commercial
    • Mergers and Acquisitions
    • Joint ventures
    • Stock exchange advisory
    • Corporate governance
    • Stock options
    • Employment law
  • Securities
    • Compliance and disclosure
    • Dealing and advisory authorisations in Hong Kong and Mainland China
    • Options
  • Investment Funds: China and Offshore
    • Authorised and unauthorised funds
    • Stock exchange listing (including Hong Kong, Dublin, London, Cayman, Bermuda stock exchanges)
    • Closed-end and open-ended structures
    • Hedge funds
  • Mergers and Acquisitions
    • Hong Kong Code on Takeovers and Mergers
    • Public offerings
    • Reverse takeovers
    • Private acquisitions
    • Due diligence in China and elsewhere in Asia
  • Derivatives
    • Structuring listed and unlisted derivatives
    • Placings on Hong Kong and Luxembourg listed warrants and other structured products
    • Compliance and regulatory
  • Restructuring
    • Schemes of arrangement
    • Workouts
    • Corporate recovery
    • Asset injections
  • Investment
    • China investment regulations
    • Structuring a major foreign direct investment projects
    • Evaluation and due diligence
  • Private Equity and Venture Capital
    • Optimum PRC and offshore structures
    • Preferred stock financing
    • PRC regulations
    • Exit Strategies

Julia Charlton – Partner

  • Julia, LL.B (1st class Honours), A.K.C (Kings College, London) was admitted as a solicitor in England & Wales in 1985 and has practised as a solicitor in Hong Kong since 1987.
  • Julia is a member of the Takeovers Panel and the Takeovers Appeal Panel of the SFC, and served the maximum permitted term as a member of the Listing Committee of the Stock Exchange of Hong Kong Limited for six years from 2012 to 2018.
  • Julia was named a “Leading Lawyer” by Asia Law & Practice for the years 2002, 2003, and 2006 to 2017.
  • Julia was named a “Leading Advisor” by Acquisition International for 2013.
  • Julia was also named the “Capital Markets Lawyer of the Year – Hong Kong” in the Finance Monthly Global Awards 2014.
  • Julia has extensive experience in China work and is a Mandarin speaker.

Professional Experience – IPO

Our team is experienced in advising companies or sponsors in relation to listings on the Main Board or the GEM Board of the Hong Kong Stock Exchange, and our services include :

  • As the company’s lawyer :
    • advising the company on the relevant listing requirements in Hong Kong
    • assisting the company to prepare all relevant documents for the listing, including reviewing the prospectus
    • assisting the company to prepare for due diligence to be conducted by the sponsor and the sponsor’s legal adviser
    • conducting directors’ training for the company
    • coordinating with legal adviser of relevant jurisdictions
    • liaising with the Stock Exchange on behalf of the company
  • As the sponsor’s lawyer :
    • advising the sponsor on the relevant requirements under the listing rules in relation to the sponsor
    • assisting the sponsor to conduct due diligence on the company
    • reviewing due diligence documents and conduct verification of the prospectus and coordinating with the auditor in relation to verification of financial information
    • preparing all relevant documents (including all confirmations and statement of interests and responsibility letters) for the sponsor
    • reviewing all documents prepared by the company’s lawyer

Examples of IPOs

  • True Partner Capital Holding Limited (listed on the the GEM of the SEHK in October 2020), Charltons acted as the Hong Kong legal adviser to the sponsor and underwriters)
  • Fu Shek Financial Holdings Limited (listed on the Main Board of the SEHK) in February 2020, Charltons acted as Hong Kong legal adviser to sponsor and underwriters)
  • Tianli Education International Holdings Limited (listed on the Main Board of the SEHK in July 2018, Charltons acted as the Hong Kong legal adviser to the sponsor and underwriters)
  • Excalibur Global Financial Holdings Limited (listed on the GEM of the SEHK in January 2018, Charltons acted as the Hong Kong legal adviser to the sponsor and underwriters)
  • China Singyes New Materials Holdings Limited (listed on the GEM of the SEHK in June 2017, Charltons acted as the Hong Kong legal adviser to the sponsor and underwriters in connection with spins-off and listing)
  • Tree Holdings Limited (listed on the GEM of the SEHK, Charltons acted as the Hong Kong legal adviser to the sponsor and underwriters)
  • Somerley Capital Holdings Limited (listed on the GEM of the SEHK in March 2017, Charltons acted as the Hong Kong legal adviser to the company)
  • Zhi Sheng Group Holdings Limited (listed on the GEM of the SEHK in January 2017, Charltons acted as the Hong Kong legal adviser to the sponsor and underwriters)
  • Medicskin Holdings Limited (listed on the GEM of the SEHK in December 2014, Charltons acted as the Hong Kong legal adviser to the company)
  • Orient Securities International Holdings Limited (listed on the GEM of the SEHK in January 2014, Charltons acted as the Hong Kong legal adviser to the sponsor and underwriters)
  • Mastercraft International Holdings Limited (listed on the GEM of the SEHK, Charltons acted as the Hong Kong legal adviser to the sponsor and underwriters)
  • Branding China Group Limited (listed on the GEM of the SEHK, Charltons acted as the Hong Kong legal adviser to the sponsor and underwriters)
  • AIA Group Ltd. (listed on the Main Board of the SEHK , Charltons acted as the Hong Kong legal adviser to AIG, the controlling shareholder)
  • United Company RUSAL Plc (listed on the Main Board of the SEHK, Charltons acted as the Hong Kong legal adviser to the controlling shareholder)
  • China Titans Energy Technology Group Co., Limited (listed on the Main Board of the SEHK , Charltons acted as the Hong Kong legal adviser to the sponsor and underwriters)
  • Mingfa Group (International) Company Limited (listed on the Main Board of the SEHK , Charltons acted as the Hong Kong legal adviser to the company)
  • Greens Holdings Limited (listed on the Main Board of the SEHK, Charltons acted as the Hong Kong legal adviser to the company)
  • China All Access (Holdings) Limited (listed on the Main Board of the SEHK, Charltons acted as the Hong Kong legal adviser to the sponsor and underwriters)
  • China Tianyi Fruit Holdings Limited (listed on the Main Board of the SEHK, Charltons acted as the Hong Kong legal adviser to the sponsor and underwriters)
  • China High Speed Transmission Equipment Group Co., Ltd. (listed on the Main Board of the SEHK, Charltons acted on behalf of the company)
  • Zhejiang Shibao Co., Ltd. (listed on the GEM of the SEHK, Charltons acted as the Hong Kong legal adviser to the company)
  • Fu Ji Food and Catering Services Holding Ltd. (listed on the Main Board of the SEHK, Charltons represented the strategic investor)
  • China Fire Safety Enterprise Group Holdings Ltd. previously named Fujian Wanyou Fire Safety Technology Holdings Ltd. – (listed on the GEM of the SEHK, Charltons represented the strategic investor)
  • Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co. Ltd. (listed on GEM of the SEHK, Charltons acted as the Hong Kong legal adviser to the sponsor)
  • Tianjin TEDA Biomedical Engineering Co. Ltd. (listed on GEM of the SEHK, Charltons acted as the Hong Kong legal adviser to the sponsor)
  • Zheda Lande Scitech Ltd. (listed on GEM of the SEHK, Charltons acted as the Hong Kong legal adviser to the company)
  • Merdeka Resources Holdings Ltd. previously named TradeEasy Holdings Ltd. – (listed on GEM of the SEHK, Charltons acted as the Hong Kong legal adviser to the company)
  • E. Bon Holdings Ltd. (listed on the Main Board of the SEHK, Charltons acted as the Hong Kong legal adviser to the sponsor)
  • Great Wall Technology Co. Ltd. (listed on the Main Board of the SEHK, Charltons acted as the Hong Kong legal adviser to the company)

Professional Experience – M&A

Charltons’ team is experienced in :

  • As general counsel, taking the lead in cross-border M&A transactions
  • Reviewing transaction structures and advising on the relevant legal issues from a Hong Kong legal perspective
  • Advising on relevant announcement and disclosure requirements in Hong Kong
  • Coordinating with professional legal advisers and other advisers (including financial advisers) in relation to issues in other relevant jurisdictions
  • Conducting due diligence and identifying relevant legal issues on companies incorporated in Hong Kong and liaising with Chinese lawyers relating to due diligence on companies incorporated in China
  • Taking the lead to draft relevant transaction documents and coordinating with professional advisers of the relevant jurisdictions in relation to documents governed by non-Hong Kong law
  • Negotiating terms and conditions of the transaction and advising in relation to relevant rights and obligations therein
  • Preparing completion documents and coordinating with professional advisers of relevant jurisdictions in relation to completion documents governed by non-Hong Kong law
  • If applicable, reviewing and commenting on legal opinions prepared by legal advisers of the relevant jurisdictions
  • Attending and coordinating completion in Hong Kong
  • Attending filings (if applicable) and stamping (if applicable) in Hong Kong

Recent M&A Experience

Our recent M&A experience includes :

  • Advising on the partial disposal of a licensed asset management group based in Hong Kong to an international French bank
  • Advised on a complex two-step acquisition of the Kainantu Gold and Copper Project in Papua New Guinea from Barrick Gold Corporation
  • Advised on the sale of the Dermot Group, a VPN market leader in the PRC, to the NASDAQ listed 21Vianet Group, Inc.
  • Advised a Hong Kong listed company on its major disposal of an associate US automobile dealership group to a NYSE listed company
  • Advised a Hong Kong and Shenzhen dual listed pharmaceutical company on successfully gaining control of another PRC pharmaceutical company
  • Advised Hong Kong listed Paladin Limited on successfully resisting a hostile takeover
  • Advised a Hong Kong listed company on the proposed disposal of a major copper project in Peru to Glencore International AG
  • Advised a UK company on the equity swap involving the disposal of coal and anthracite projects in Tajikistan for equity interests in Kaisun Energy Group Limited, a Hong Kong listed company
  • Advised a major PRC State owned mining company listed on the Shanghai and Hong Kong Stock Exchange on the acquisition of the entire interest of Long Province Resources Limited, the owner of gold mining assets in China’s Gansu province
  • Advised a Hong Kong GEM board listed company in successfully defending a hostile takeover attempt by a shareholder of the company
  • Advised the major shareholders of a Hong Kong listed company in connection with a restructuring mandatory unconditional cash offer and reverse takeover
  • Advised a major US retailer in connection with acquisition of interests in a PRC and Asian based online retailer who are engaged in online sales of branded goods
  • Advised a major Vietnamese group on the acquisition of a Hong Kong holding company owning five prestigious hotels in Vietnam
  • Advised a Chinese Mining Consortium on the takeover of Monterrico Metals plc, a company listed on AIM with mining assets in Peru
  • Advised a major insurance loss adjuster on the asset and business acquisition of GAB Robins, a group specialising in insurance appraisals in Hong Kong and Taiwan
  • Advised a major PRC State-owned mining company listed on the Shanghai and Hong Kong Stock Exchange on its takeover bid for Indophil Resources ML, an Australian publicly listed company and an explorer and developer of gold and copper-gold opportunities in the Asia-Pacific region, in particular, the Philippines
  • Advised a major PRC State-owned mining company listed on the Shanghai and Hong Kong Stock Exchange on its acquisition of Commonwealth British Minerals Limited, a joint venture between Avocet Mining Plc and the Tajikistan government to explore, exploit and develop gold deposits and other minerals in Tajikistan
  • Advised a major PRC State-owned mining company listed on the Shanghai and Hong Kong Stock Exchange on a possible tender offer to purchase a major gold-copper project in Chile
  • Advised a major PRC State-owned mining company listed on the Shanghai and Hong Kong Stock Exchange on its acquisition of 60% participation interest in Altynken Limited Liability Company which engages in gold explorations projects in the Kyrgyz Republic

 

CH-004765
DM-93723_v11
20210114

Hong Kong corporate finance

Hong Kong Stock Exchange

Hong Kong Code on Takeovers and Mergers

Hong Kong listing rules

Hong Kong GEM board

Hong Kong capital market

Hong Kong listed company

Acquisition of a Hong Kong holding company

Commercial matters under Hong Kong law

Employment related matters under Hong Kong law

China investment regulations
Investment funds: China and offshore
AIA
Rusal