CORPORATE FINANCE & COMMERCIAL LAW

We provide professional advice and legal services regarding Initial Public Offerings on both the Main Board and Growth Enterprise Market (GEM) in Hong Kong and on both the Main Board and AIM market in London, including spin-offs, for Issuers, Sponsors and Underwriters such as :

  • advising and acting for Sponsors, Underwriters and companies to be listed
  • advising on pre-listing reorganization of the proposed listed group and business structures
  • reviewing all the connected transactions and drafting waiver application
  • conducting due diligence
  • verification of prospectus
  • advising on compliance, approval and disclosure for listing
  • applying for waivers and exemptions for compliance of the Listing Rules
  • liaising with the Stock Exchange of Hong Kong and other relevant regulatory bodies such as SFC, etc.
  • advising on ways to overcome listing obstacles
  • drafting prospectus
  • drafting all essential agreements and documents including but not limited to :
    • Reorganization Agreement
    • Tax and other Indemnities
    • Share Option Schemes
    • Pre-IPO Share Option Schemes
    • Non-competition Deeds
    • Underwriting Agreements
    • Placing Agreements
    • Agreement amongst Underwriters
    • Placing Letters
    • Sub-underwriting Agreements
    • Convertible Bonds
    • Warrant Instruments
    • Stock Borrowing Agreements
    • Escrow Agreements
    • Price Determination Agreements
    • Patent/Trademark Licence Agreements and other tailor-made agreements
  •     attending to post-listing compliance requirements

  And   . . .

  • We review legal opinions in foreign jurisdictions such as Bermuda, Cayman Islands, British Virgin Islands, the People's Republic of China (PRC), United Kingdom, Germany, Italy, France, United Arab Emirates, Australia, South Korea,  Singapore, Malaysia and USA on title of properties, compliance of business operations and asset holding in foreign jurisdictions, validity and enforceability of agreements, continued existence of foreign companies, litigation and solvency status.
  • We help source foreign and PRC lawyers, overseas registered agents, resident representatives, principal registrar, branch registrar and negotiating terms of appointment for the Issuer, approving the Registrar Agreement, CCASS Admission Agreement and relevant documents.
  • We advise on Listing Rules requirements and assist issuers in drafting agreements, announcements and circulars for connected major transactions, very substantial acquisitions and other notifiable transactions and liaise with the Stock Exchange for clearance.
     

And More  . . .

 

Our partners, consultants and solicitors also have solid experience in :

  •     Cross-border Mergers and Acquisitions
  •     Takeovers and Reverse Takeovers
  •     Fund establishment
  •     Securities Law
  •     General Corporation and Commercial Law
  •     General Banking Law and Practice
  •     Project Finance
  •     Trade Finance
  •     Direct Investments in Mainland China