The corporate and M&A practice group of our Commercial Department serves individual and corporate clients from the date when they embark on a business venture. Services provided include advising and preparing documentation for:
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incorporation of Hong Kong or off-shore corporations and general corporate secretarial work
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formation of partnerships and partnership agreements
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director's share option schemes, employees’ share award scheme, restrictive covenants, non-competition and general employment contracts
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corporate re-structuring and redomiciliation
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share repurchases, buy back arrangements and re-classification of shares
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joint ventures and shareholders' agreements
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mergers & acquisitions and legal due diligence
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manufacturing agreements, distributorship agreements, franchising agreements, licensing agreements and other commercial and trading arrangements
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initial public offerings (including listing of A shares in Mainland China, listing of red chips and H shares on both Main Board and GEM Board) and securities offerings
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various forms of corporate fund-raising exercises including rights issues placing, "top-ups placing", issuance of corporate bonds and convertible securities
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various forms of derivative instruments
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general offers and takeovers of public companies
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listing compliance
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privatization
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stock lending and borrowing
With decades of experience in cross-border transactions between Hong Kong and Mainland China, our firm has acted for various local and international clients in their joint ventures, merger and acquisition activities in Mainland China. Our firm also frequently acts for overseas companies and other legal entities in relation to their global activities involving Hong Kong.
CAPITAL MARKETS AND LISTING COMPLIANCE
Corporate finance work represents a significant portion of work of our corporate and M&A practice group. Work covers various forms of corporate fund raising and initial public offerings which include listing of A shares in Mainland China, listing of red chips and H shares, on both Main Board and GEM Board of the Hong Kong Stock Exchange.
For further details, please refer to our Capital Markets practice.
Listed companies have to comply with numerous rules and regulations in Listing Rules and other relevant legislations such as the Securities and Futures Ordinance after listing. Our firm has substantial experiences in advising clients in this area.
As the legal adviser of many listed companies, some of our services include perusing and preparing annual, interim and quarterly reports and the corresponding results announcements and notices, assisting in the organization and convening of annual general meeting, advising on the obligation of disclosure of interest in shares in the company by major shareholders and senior management, and conducting directors trainings. We also provide services in relation to other non-recurrent works such as privatization, handling the issuance of notices and circulars for connected transactions and assisting in convening extraordinary general meeting to obtain minority shareholders’ approval, advising on the requirements for major and very substantial transactions, allotment of shares etc.
In addition to companies which we assisted in their listing exercises, we serve a large number of listed companies in Hong Kong including providing day-to-day legal compliance and advisory services. Various listed companies have named our firm as their legal adviser including:
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China Resources Land Limited (Stock Code: 1109)
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Chu Kong Shipping Enterprises (Group) Company Limited (Stock Code: 560)
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Hengdeli Holdings Limited (Stock Code: 3389)
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Liu Chong Hing Investment Limited (Stock Code: 194)
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San Miguel Brewery Hong Kong Limited (Stock Code: 236)
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Tianneng Power International Limited (Stock Code: 819)
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Wai Yuen Tong Medicine Holdings Limited (Stock Code: 897)
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Wang On Group Limited (Stock Code: 1222)
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Wang On Properties Limited (Stock Code: 1243)
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Yau Lee Holdings Limited (Stock Code: 406)
Furthermore, we also advise listed companies and their directors on the Hong Kong Stock Exchange and the Securities and Futures Commission enquiries and investigations, and compliance on the Listing Rules and the Securities and Futures Ordinance. For details, please refer to our Compliance and Regulatory practice.
