Healthcare and Pharmaceuticals
Charltons provides high impact advice on corporate finance and capital markets transactions to PRC and international healthcare and pharmaceutical companies. We have long experience of bringing mainland Chinese companies to the Hong Kong market and were involved in some of the earliest listings of PRC pharmaceutical and biomedical companies on the Hong Kong Stock Exchange. Since then, we have become trusted outside general counsel to many listed healthcare and pharmaceutical companies, providing practical guidance on Hong Kong regulatory, compliance and disclosure issues. We also assist in respect of disclosure and reporting obligations of companies with dual Hong Kong and PRC listings.
In addition to our capital markets practice, we also advise companies in the biomedical, healthcare and pharmaceutical sector across a broad range of corporate and commercial matters, including corporate restructurings, strategic acquisitions and divestments, equity and debt financing, joint ventures and investments, brand and intellectual property protection, licensing, employment issues and incentive schemes, and antitrust and bribery issues.
We have a particular expertise in advising on investments and joint ventures in China. We have almost two decades of experience in China and have offices in Shanghai and Beijing, as well as long established relationships with top Chinese law firms in all of the major Chinese cities. Our deep local knowledge and international perspective allows us to provide smart and practical advice to foreign investors negotiating joint ventures and other investments in Chinese biomedical, healthcare and pharmaceutical markets.
For foreign healthcare and pharmaceutical companies planning to enter China, we can undertake due diligence on their likely partner or target to find potential deal roadblocks. We also assess and provide strategic advice on regulatory issues arising from product development in China, including support on regulatory filings and developing strategies for meetings with regulatory bodies. As China grows as a base for global pharmaceutical companies to conduct R&D activities, we can advise on consortia, strategic cooperation and RD&D agreements. We have also assisted fund managers to establish investment funds targeting investments in the healthcare and pharmaceutical sectors in China.
Although there have been relatively few “outbound” M&A transactions by Chinese pharmaceutical businesses to date, activity in the outbound market is increasing, driven by cash rich companies seeking strategic overseas acquisitions. We are particular strong in China-related “outbound” M&A transactions, providing support to Chinese acquiring companies in unfamiliar territories. We have acted on some of the most ground breaking outbound M&A deals in recent years, including one of the first takeovers of a UK listed company by a Chinese acquirer. We have experience in the particular challenges faced by Chinese companies in outbound M&A, from dealing with political sensitivities and investment restrictions on state owned enterprises in countries like the US and Australia to domestic concerns and regulatory approvals for outbound acquisitions that can complicate deal making and put Chinese bidders at a disadvantage, particularly in auction situations. The firm’s lawyers provide insightful and highly personalised service to clients, often working round the clock to deliver on transactions spanning multiple time zones.
Regulation of pharmaceutical products in drugs in Hong Kong
The key laws regulating pharmaceutical products and drugs in Hong Kong include the Pharmacy and Poisons Ordinance (Cap. 138 of the Laws of Hong Kong) (“PPO”) which regulates the sale and labelling of products classified as pharmaceutical products and medicine and the Dangerous Drugs Ordinance (Cap. 134 of the Laws of Hong Kong) (“DDO”).
Under the PPO, substances constituting “pharmaceutical products” as defined therein must be registered before it can be made available in Hong Kong. Further, the Pharmacy and Poisons Ordinance contains restrictions on sale and supply of pharmaceutical products depending on the category in which the relevant product appears in the Poisons List under the Poisons List Regulations (Cap. 138B of the Laws of Hong Kong). It also set out ways in which certain prescriptions must be handled.
The DDO, on the other hand, regulates the import, export, procuring, supply, dealing, manufacturing and possession of substances constituting “dangerous drugs” as defined therein. Generally, dangerous drugs may not be supplied to persons who are not properly authorised or licensed to possess the same and must be administered by or under the direct supervision of registered medical practitioners.
Charltons has experience in a range of corporate and commercial matters relating to the healthcare and pharmaceutical sector in Hong Kong and China, including equity and debt financing, joint ventures and investments, and healthcare due diligence.