Listed and Public Companies

Overview

We advise Hong Kong listed companies and other issuers regulated by Hong Kong Exchanges and Clearing (“HKEx”). Our work in this area is complementary to our Financial Services Regulatory and our Mergers and Acquisitions practices, for which we have been internationally recognized by leading industry publications including the International Financial Law Review 1000 (ILFR1000) and Asialaw Profiles.

Our work includes advising on the following:

• Compliance with regulatory requirements, including helping listed companies comply with the Listing Rules of the Stock Exchange of Hong Kong (“SEHK Listing Rules”), the Model Code for Securities Transactions by Directors of Listed Issuers and the Securities and Futures Ordinance (“SFO”)

• Corporate governance, including advising on board composition and board policies, director duties (e.g. duty of care and fiduciary duty) and director liabilities, conflicts of interest and compliance with the HKEx Corporate Governance Code)

• Policies & procedures, including advising directors and senior executives of listed companies on developing and reviewing policies and procedures to ensure compliance with various regulatory requirements, including corporate disclosure and financial reporting requirements, insider dealing restrictions, market misconduct prohibitions and statutory duties to give disclosures (e.g. disclosure of interests and inside information)

• SFC regulatory compliance, including helping listed companies comply with requirements of the Securities and Futures Commission (“SFC”) in its front loaded regulatory approach under the Securities and Futures (Stock Market Listing) Rules (“SMLR”)

• Mergers and acquisitions, including compliance with applicable regulatory requirements such as the Codes on Takeovers and Mergers and Share Buy-backs (“Takeovers Code” and “Share Buy-backs Code”) and regulatory reporting and announcement requirements for notifiable transactions (including a share transaction, disclosable transaction, major transaction, very substantial disposal, very substantial acquisition and a reverse takeover) and connected transactions under Chapter 14 and 14A of the SEHK Listing Rules

• Corporate turnarounds and reorganizations, including debt restructuring, corporate restructuring, scheme of arrangement and provisional liquidation

In addition, our corporate lawyers have experience dealing with the SEHK Listing Division as well as the SFC’s Takeovers Executive and Takeovers and Mergers Panel.