Disclosure of Interests | 10 October 2022
On 10 October 2022, Julia Charlton presented a webinar on Hong Kong’s Disclosure of Interests Regime. This webinar is to provide a detailed explanation of the disclosure of interests regime.
Part XV (Disclosure of Interests) of the SFO contains two regimes: one for substantial shareholders, and one for directors and chief executives.
For the purposes of Part XV, substantial shareholders are individuals and corporations who are “interested” in 5% or more of any class of voting shares in a listed company. Substantial shareholders must disclose “interests” as well as “short positions” (of 1% or more) in relation to the voting shares of the listed company.
Directors and chief executives must disclose all interests and short positions in any shares in the listed company. There are no percentage thresholds and there is no requirement that the shares be voting shares. They must also disclose interests in debentures of the listed company, as well as interests and short positions in shares of and interests in debentures of “associated corporations” of the listed company.
Disclosure must also be made in relation to shares in which a person is “deemed” to be interested, such as interests of corporations which the person controls.
There are various exemptions where filings are not required. For example, wholly owned subsidiaries are excluded from making disclosures in certain circumstances if the holding company has complied with its duty of disclosure.
Disclosure filings must be made electronically to the HKEx through the Disclosure of Interests System (the “DION System”) on the HKEx’s website. Generally, filings must be made within three “business days” after the day on which the “relevant event” occurs (or on which the filer becomes aware of the relevant event occurring). “Initial” disclosures must generally be made within 10 business days after the day on which the relevant event occurs (or on which the filer becomes aware of the notifiable interest or short position).
#disclosureofinterests #PartXV #HKExdisclosureofinterests
Timecodes:
00:00 Julia Charlton's welcome speech
00:14 Overview of Hong Kong’s Disclosure of Interests Regime
04:00 Concepts Underlying the Disclosure of Interests Regime
14:04 Substantial Shareholders’ Regime
30:36 Exemptions
37:54 Directors’ and Chief Executives’ Regime
43:32 Practicalities
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HKEX’s New Listing Regime for Overseas Issuers | Webinar | 6 May 2022
On 6 May 2022, Julia Charlton presented a webinar on Hong Kong Stock Exchange HKEX’s new listing regime for overseas issuers. This webinar is to provide a detailed explanation of the new listing regime for overseas companies. The revised Hong Kong Stock Exchange HKEX Listing Rules simplified and streamlined the listing regime for Overseas Issuers. The new regime created opportunities for China Chinese “homecoming” stock secondary listings on the Hong Kong Stock Exchange HKEX. China Chinese businesses with primary listings in New York or London are now able to secondary list on the Hong Kong Stock Exchange or HKEX Main Board. The amendments follow the publication of the Hong Kong Stock Exchange HKEX Consultation Conclusions on Listing Regime for Overseas Issuers which adopted the proposals set out in Hong Kong Stock Exchange HKEX Consultation Paper on Listing Regime for Overseas Issuers.
The HKEX enacted a core set of 14 shareholder protection standards set out in revised Appendix 3 to the HKEX Listing Rules.
The HKEX has expanded its secondary listing regime for overseas listed Greater China Issuers under which a Greater China Issuer without a weighted voting rights WVR structure with a primary listing on one of three Qualifying Exchanges New York Stock Exchange NYSE, NASDAQ, or the premium segment of the Main Market of the London Stock Exchange LSE, is allowed to secondary list on the HKEX, even if it is not an “innovative company”.
The HKEX has introduced a dual-primary listing option for Grandfathered Greater China Issuers and Non-Greater China Issuers. Grandfathered Greater China Issuers and Non-Greater China Issuers that are eligible for secondary listing with WVR and/or variable interest entity VIE structures that do not comply with the HKEX Listing Rules and HKEX guidance are now allowed to dual primary list on the HKEX.
The HKEX has introduced various housekeeping and other amendments, which include updates to reflect the requirements of Hong Kong Financial Reporting Council Ordinance FRCO. The HKEX extended the requirement for the statutory securities regulator of an overseas company’s jurisdiction of incorporation and place of central management and control to be a full signatory to the International Organization of Securities Commissions’ Multilateral Memorandum of Understanding Concerning Consultation and Cooperation and the Exchange of Information IOSCO MMOU to all listing applicants.
#HKEX #listing #Charltons
Timecodes:
00:00 Julia Charlton's welcome speech
00:12 General Introduction to the Hong Kong Stock Exchange’s New Listing Regime for Overseas Issuers
07:56 Revised shareholder protection standards requirements
38:35 Extension of the Stock Exchange’s secondary listing regime
45:42 Change of Stock Exchange listing status from secondary to dual-primary or primary listing
1:03:06 Amendments relating to Grandfathered Greater China Issuers and Non-Greater China Issuers with non-compliant WVR and/or VIE structures
1:09:57 Consolidation and codification of waivers and related principles for dual-primary and secondary listing applicants and listed companies
1:13:42 Accounting and auditing-related changes
1:20:54 The Use of US GAAP for Secondary Listings
1:23:50 Other miscellaneous changes
1:25:54 Company Information Sheet requirements
1:27:07 Implementation
1:29:07 Julia Charlton's closing remarks
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2022 Insider Dealing in Hong Kong – Overview & Update | 27 October 2022
On 27 October 2022, Julia Charlton presented a webinar on Insider Dealing in Hong Kong – Overview & Update. This webinar provided an overview of the laws on insider dealing in Hong Kong and summary of the enforcement action and measures against insider dealing as well as defences to insider dealing.
The webinar also discussed recent key cases relating to insider dealing in Hong Kong and the proposed amendments to enforcement-related provisions of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
#HKEX #insiderdealing #InsiderdealingHongKong
Timecodes:
00:00 Julia Charlton's welcome speech
00:28 Introduction
00:58 Definition and scope - What is insider dealing?
01:40 Definition and scope - 7 circumstances of insider dealing under the SFO
07:33 Definition and scope - Insider dealing in foreign-listed securities
10:55 Definition and scope - "Securities"
12:48 Definition and scope - "Listed securities"
13:27 “Corporation”
13:38 Definition and scope - Person connected with a corporation
15:35 Definition and scope - "Related corporations"
16:21 Definition and scope - "Inside information" must be specific
18:38 Definition and scope - Information in the media, analyst research reports or electronic subscription databases
19:57 Definition and scope - Dealing in securities
20:11 Defences to insider dealing
20:41 Defences to insider dealing - Chinese wall defence
21:13 Defences to insider dealing - Innocent purpose defence
21:57 Defences to insider dealing - Off-market dealings
26:48 Defences to insider dealing - Key case - SFC v. Yiu Hoi Ying Charles and Others
30:59 Consequences of insider dealing
31:49 Consequences of insider dealing - MMT proceedings
33:32 Consequences of insider dealing - MMT orders
34:07 Consequences of insider dealing - Appeals - MMT orders
34:21 MMT case - Re China Huiyuan Juice Group Ltd
36:40 Consequences of insider dealing - Criminal liability
38:15 Consequences of insider dealing - Civil liability - private right of action
39:29 Consequences of insider dealing - Liability of officers of a corporation
42:48 Consequences of insider dealing - Proceedings under section 213 SFO
43:55 Consequences of insider dealing - Landmark cases
45:31 SFC June 2022 Consultation Paper
45:59 SFC June 2022 Consultation Paper - Insider dealing in Hong Kong involving overseas-listed securities (or their derivatives)
50:07 SFC June 2022 Consultation Paper - Insider dealing in Hong Kong-listed securities (or their derivatives) which takes place outside of Hong Kong
50:30 SFC June 2022 Consultation Paper - Alignment with other SFO market misconduct provisions and other major common law jurisdictions
51:29 SFC June 2022 Consultation Paper - Proposed amendments to the SFO
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Listing Pre-Revenue Biotech Companies in Hong Kong | 14 October 2022
On 14 October 2022, Julia Charlton presented a webinar on Listing Pre-Revenue Biotech Companies on the HKEx. This webinar is to provide a detailed explanation on listing pre-revenue Biotech Companies.
In April 2018, the HKEx implemented a new listing regime aimed at attracting the listings of companies in high-growth emerging and innovative sectors, particularly from the PRC. This included the introduction of Chapter 18A of the Listing Rules which allows for, and stipulates the requirements for, listing biotech companies which cannot meet the financial eligibility tests of Listing Rule 8.05. Since the introduction of Chapter 18A, the HKEx has become the world’s second largest and Asia’s largest funding hub for biotech companies.
In order to be considered eligible and suitable for listing under Chapter 18A, the company must meet the definition of a “Biotech Company” which is a company primarily engaged in the R&D, application and commercialisation of Biotech products, processes or technologies.
An applicant must demonstrate that it meets the suitability criteria set out in HKEx Guidance Letter GL92-18 “Suitability for Listing of Biotech Companies” (Core Product developed beyond the concept stage, primary engagement in R&D for developing Core Product(s), primary reason for listing, patents and prior meaningful third party investment).
In addition, Chapter 18A listing applicants must satisfy other eligibility requirements for listing (expected market capitalisation, track record, working capital, ownership continuity and public float). Chapter 18A applicants must have a minimum expected market capitalisation of HK$1.5 billion at the time of listing.
Chapter 18A listings enjoy modified requirements relating to the subscription and allocation of IPO shares, including subscription of IPO shares by existing shareholders and Cornerstone Investors.
Biotech Companies are subject to enhanced disclosure under Biotech Company Listing Rule 8.04 and HKEx Guidance Letter GL107-20.
Biotech Companies listed under Chapter 18A of the Listing Rules are subject to additional and modified continuing obligations as compared with an issuer with a standard listing. Chapter 18A issuers are identified through the stock marker “B” at the end of their stock name. Biotech Companies are subject to enhanced disclosure in their financial reports. Once a Biotech Company listed under Chapter 18A is able to satisfy one of the three financial eligibility tests under Listing Rule 8.05, the requirements of Listing Rules 18A.09 to 18A.11 cease to apply.
#listingbiotech #prerevenuebiotechcompanies #Chapter18Alistingrules
Timecodes:
00:00 Julia Charlton's welcome speech
00:16 Introduction
06:13 Requirements for Listing
31:08 Requirements for the IPO
35:18 Listing Document Disclosure Requirements
48:57 Biotech Companies’ Continuing Obligations
51:46 Requirements relating to changes to listed Biotech Companies
Charltons Law Firm:
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SFC Bookbuilding Conduct Requirements – HKEX Listing Rules & Transitional Arrangements | 28 October
On 28 October 2022, Julia Charlton presented a webinar on SFC Bookbuilding Conduct Requirements – HKEX Listing Rules & Transitional Arrangements. This webinar provided an overview of the concerns leading to the Bookbuilding Conduct Requirements and in-depth summary of the key features of the Bookbuilding Conduct Requirements.
The webinar also discussed the expected standards and obligations of OCs and CMIs as well as the amendments to the Listing Rules to reflect to the Bookbuilding Conduct Requirements. Transitional arrangements for specific circumstances have been set out by the Hong Kong regulators which have also been discussed in this webinar.
#HKEXlistingrules #SFCbookbuilding #TransitionalArrangements
Timecodes:
00:00 Julia Charlton's welcome speech
01:15 Background
07:14 Bookbuilding conduct requirements - Key features
09:27 Scope of coverage
10:20 Type of CMIs
13:36 Obligations and requirements under SFC Code of Conduct
15:10 Assessment of the issuer and the offering (para. 21.3.1 of SFC Code of Conduct)
16:07 Appointment of CMIs and OCs (paras. 21.3.2 and 21.4.1 of SFC Code of Conduct)
18:57 Fee arrangements
24:47 Advice to the issuer by OCs (para. 21.4.2 of SFC Code of Conduct)
28:05 Assessment of investor clients and marketing (paras. 21.3.3, 21.3.4 and 21.4.5 of SFC Code of Conduct)
28:39 Management of the order book (paras. 21.3.5 and 21.4.4 of SFC Code of Conduct)
30:23 Pricing and allocation (paras. 21.3.6 and 21.4.4 of SFC Code of Conduct)
31:57 Rebates and preferential treatment (paras. 21.3.7, 21.4.3(c) and 21.4.4(b)(ii) of SFC Code of Conduct)
32:50 Disclosure of information to OC / CMIs and targeted investors (paras. 21.3.8 and 21.4.6 of SFC Code of Conduct)
33:34 Record keeping (paras. 21.3.9 and 21.4.7 of SFC Code of Conduct)
34:14 Conflicts of interest and proprietary orders of CMIs (para. 21.3.10 of SFC Code of Conduct)
35:55 Resources, systems and controls (para. 21.3.11 of SFC Code of Conduct)
36:59 Communication with regulators by OCs (para. 21.3.12 and 21.4.8 of SFC Code of Conduct)
38:36 Summary of key amendments
39:40 Key amendments to reflect the Bookbuilding Conduct Requirements
49:11 Main Board and GEM website unification
Charltons Law Firm:
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Listing Mineral Companies | 12 October 2022
On 12 October 2022, Julia Charlton presented a webinar on Listing Mineral Companies on the HKEx. This webinar is to provide a detailed explanation on listing Mineral Companies.
Mineral and petroleum companies may list on the HKEx, subject to the additional listing eligibility requirements, disclosure standards and continuing obligations set out in Chapter 18 of the Listing Rules. Chapter 18 is a chapter specifically devoted to the listing of Mineral Companies.
Hong Kong’s Main Board has been a popular listing venue for Chinese mining and energy companies and has hosted the listings of some of China’s largest companies in these sectors, including those of China Shenhua Energy Company Limited, China Coal Energy Company Limited and Zijin Mining Group Co. Ltd.
Mineral Companies seeking to list on the HKEx need to satisfy the basic eligibility requirements set out in Chapter 8 of the Listing Rules, as well as additional eligibility criteria for Mineral Companies set out in Chapter 18.
The particular advantage of listing as a Mineral Company is the possibility of obtaining a waiver from the requirement to meet the financial tests for listing set out in Listing Rule 8.05. In order to be eligible for a waiver under Listing Rule 18.04, a listing applicant must establish that it fulfils various conditions.
In addition to the listing document disclosure requirements that generally apply to issuers, Mineral Companies must satisfy additional listing document disclosure requirements. They must include in their listing document a Competent Person’s Report – a public report on their resources and/or reserves prepared by an independent expert, a Competent Person.
Chapter 18 also sets out the disclosure standards applicable to Mineral Companies, both new applicants and listed issuers. Information disclosed by a Mineral Company on mineral resources, reserves and exploration results, as well as petroleum resources and reserves must be prepared in accordance with specified codes.
Listed Mineral Companies are subject to additional ongoing disclosure requirements.
Non-Mineral Company listed issuers that propose to acquire assets which are solely or mainly mineral or petroleum assets as part of a Relevant Notifiable Transaction are subject to requirements under Chapter 18.
#listingrequirements #listingmineralcompanies #listingrulesChapter18
Timecodes:
00:00 Julia Charlton's welcome speech
00:13 Introduction to the Listing of Mineral Companies in Hong Kong
03:55 Listing Eligibility Requirements
08:37 Waiver from Listing Rule 8.05 Financial Tests
13:49 Listing Document Requirements
23:13 Competent Persons’ Reports and Valuation Reports
34:59 Disclosure Standards
46:59 Continuing Obligations
Charltons Law Firm:
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2022 HKEX and SFC Disciplinary and Enforcement Actions (January - April 2022)
On 27 February 2023, Julia Charlton presented a webinar on the HKEX and SFC Disciplinary & Enforcement Actions between January and April 2022. This webinar provided a brief introduction and overview of the trends of the disciplinary and enforcement actions of the HKEX and the SFC in the first four months of 2022, and considered various enforcement cases of the HKEX and the SFC with an aim to give you an understanding and awareness on the enforcement areas and breaches which were focused by the Stock Exchange and the SFC during the said period.
#HKEX #SFCDisciplinary #sfc
Timecodes:
00:00 Julia Charlton's welcome speech
00:32 Overview of enforcement trends - January to April 2022
02:44 SFC reprimands and fines Zhonghui International Futures Company Limited HK$5 million
06:12 SFC’s action against Tianhe Chemicals Group Limited and its executive director
09:53 SFC reprimands and fines Citigroup Markets Asia Limited HK$348.25 million for serious regulatory breaches over client facilitation activities
12:56 Stock Exchange’s Disciplinary Action against Beijing Media Corporation Limited
15:57 SFC reprimands and fines South China Commodities Limited HK$4.8 million for regulatory breaches
17:32 Court orders insider dealers to pay HK$12.9 million to investors in TeleEye shares
20:10 Stock Exchange’s Disciplinary Action Against Six Former Directors of National Investments Fund Limited
26:38 SFC Obtained Court Order to Disqualify Former Directors of DBA Telecommunications (Asia) Holdings Limited
30:30 SFC Reprimands and Fines Emperor Securities Limited and Emperor Futures Limited for Breaches of Anti-money Laundering Regulatory Requirements
34:27 SFC Publicly Censures Wonderful Sky Financial Group Holdings Limited and Liu Tianni and Publicly Criticises Liu Kiki Ching Tung for Breaching the SFC Code on Share Buy-backs
37:24 SFC Bans Kim Bum Suk for 27 Months
42:16 Stock Exchange’s Disciplinary Action against Hsin Chong and seven former Directors
48:28 Takeovers Executive's Public Criticism of Directors for Breach of the SFC Takeovers Code’s No Frustrating Action Rule 4
56:25 SFC Bans Mr. Poon Choi Yung, a licensed representative of China Tonghai Securities Limited for 20 Months for Trading without Client Authorisation under section 194 of the SFO
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HKEX’s Proposed Listing Rule Changes for Listed Company Share Schemes | Webinar | 29 April 2022
On 29 April 2022, Julia Charlton presented a webinar on Hong Kong Stock Exchange or HKEX’s proposed Listing Rule changes for listed company share schemes. The webinar explained Hong Kong Stock Exchange or HKEX Listing Rule amendments with reference to the existing regime and the position in other jurisdictions. HKEX issued Hong Kong Stock Exchange or HKEX Consultation Paper on Proposed Amendments to Listing Rules Relating to Share Schemes of Listed Issuers on 29 October 2021 and the consultation period ended on 31 December 2021.
Although the consultation paper discusses proposed changes to Chapter 17 of Hong Kong Stock Exchange or HKEX Main Board Listing Rules which covers the share option schemes of companies listed on Hong Kong Stock Exchange or HKEX Main Board, the proposals also apply to Chapter 23 of Hong Kong Stock Exchange or HKEX GEM Listing Rules which covers share option schemes of Hong Kong Stock Exchange or HKEX GEM-listed companies.
Chapter 17 of Hong Kong Stock Exchange or HKEX Listing Rules currently applies only to listed companies’ share option schemes. It does not cover share award schemes which grant actual shares rather than options to acquire shares.
HKEX is proposing to expand Chapter 17 of HKEX Listing Rules to cover share award schemes that are funded by issues of new shares and share option schemes, creating a coherent regulatory framework for both types of share schemes.
HKEX is proposing to restrict who can benefit from listed company share schemes by defining eligible participants of Share Schemes of Listed Issuers to include three types of participants. The first category Employee Participants will cover the directors and employees of listed companies and their subsidiaries, the second category, Related Entity Participants will cover the directors and employees of listed companies’ related entities and the third, Service Providers will cover persons who provide services to the listed group on a continuing and recurring basis in its ordinary and usual course of business.
HKEX is proposing to expand the existing requirements for share option schemes of subsidiaries to also apply to subsidiaries’ share award schemes.
HKEX is proposing to amend Chapter 17 of HKEX Listing Rules to clarify that the chapter would apply Share Schemes of Listed Issuersfor the benefit of participants identified by the listed company before the grants.
#HKEX #ShareSchemes #ConsultationPaper
Timecodes:
00:00 Julia Charlton's welcome speech
01:14 General introduction to the HKEx consultation paper
04:49 Share Schemes Funded by the Issuance of New Shares of Listed Companies
06:52 Proposed adoption of “Eligible participants” definition ─ proposed Listing Rule 17.03A
13:02 Proposed Limit on Scheme Mandate ─ proposed Listing Rules 17.03(3), 17.03B(1) and 17.03C(1)
18:02 Sublimit on Grants to Service Providers - proposed Listing Rules 17.03(3) and 17.03B(2)
19:02 Minimum vesting period for Share Grants ─ proposed note to Listing Rule 17.03(6)
21:14 Performance Targets and Clawback Mechanism ─ proposed Listing Rules 17.03(7), 17.03(19), 17.06B(7) and 17.06B(8)
23:37 Exercise Price or Share Grant Price ─ proposed Listing Rule 17.03E
24:21 Restrictions on large Share Grants to Individual Participants ─ proposed Listing Rule 17.03D
25:05 Grants of Share Options and Share Awards to Connected Persons - proposed Listing Rule 17.04
31:07 Announcements of Share Grants - proposed Listing Rules 17.06A, 17.06B and 17.06C
35:14 Disclosure in Interim Reports and Annual Reports ─ proposed Listing Rules 17.07 and 17.09
37:28 Disclosure of the Work Performed by the Remuneration Committee - proposed Listing Rule 17.07A
38:59 Approval for changes to terms of Share Award or Option Granted ─ proposed note 2 to Listing Rule 17.03(18) and proposed note 1 to Listing Rule 17.04(5)
39:30 Transfer of Share Award or Options ─ proposed note to Listing Rule 17.03(17)
40:15 Voting Rights of the Trustee Holding Unvested Scheme Shares ─ proposed Listing Rule 17.05A and 13.25
40:51 Disclosure in Grant Announcements and Financial Reports ─ proposed Listing Rule 17.01(2)
42:25 Voting rights of the Trustee holding Unvested Scheme Shares - proposed Listing Rule 17.01(2) and 13.25B
42:53 Extend the Scope of Chapter 17 to Govern Subsidiaries’ Share Award Schemes ─ proposed
Listing Rule 17.01(1)
43:52 Share Schemes of Insignificant Subsidiaries ─ proposed Listing Rule 17.10
45:55 Trust Arrangements ─ proposed Listing Rule 17.01(1)
46:44 Removal of the Recommended Disclosure of Fair Value of Options in the Circular relating to the Adoption of a New Share Option Scheme ─ proposed removal of current Listing Rule 17.02(3)
47:22 Other proposed Listing Rule amendments relating to Share Schemes ─ proposed Listing Rules 3.13(2), 10.08(1), 13.52(1)(e)(ii) and Paragraph 7 of Appendix 10
49:05 Drafting amendments to Chapter 17
49:20 Transitional arrangements
51:37 Consultation questions
51:50 Closing remarks
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Crypto licensing regime in the UAE | j. awan & partners and Charltons | 6 October 2022
UAE is one of the fastest-growing cryptocurrency markets in the world. The regulatory regimes in Dubai, Abu Dhabi and the wider UAE provide several options for crypto firms to explore and positions the UAE as a regional and global destination for the virtual assets sector.
The webinar focuses on UAE’s current legal framework governing crypto activities as well as the procedure and requirements of obtaining a crypto license.
Speakers:
Jehanzeb Awan, Founding Partner & CEO of j. awan & partners: https://www.jawanpartners.com/about-us/our-team/jehanzeb/
Dapo Ako, Managing Director & Head of Abu Dhabi Consulting Practice of j. awan & partners:
https://www.jawanpartners.com/about-us/our-team/dapo-ako/
Moderator:
Julia Charlton, Founding Partner of Charltons:
https://www.charltonslaw.com/the-firm/people-culture/team-profile/julia-charlton/
#UAEcryptocurrency #UAEcryptorequirements #cryptocurrencyregimeinUAE
Timecodes:
00:00 Julia Charlton's welcome speech
05:30 Jehanzeb Awan about Introduction to the United Arab Emirates (Background)
16:06 Dapo Ako about Regulatory Regimes - Abu Dhabi Global Market (ADGM)
25:31 Dapo Ako about Regulatory Regimes - Dubai World Trade Centre
28:18 Dapo Ako about Regulatory Regimes - Dubai International Financial Center
30:17 Dapo Ako about Regulatory Regimes - UAE Mainland
37:23 Jehanzeb Awan about different regulators
40:30 Dapo Ako about comparison of the regulatory approach in the UK and in the UAE
43:05 Dapo Ako about how long would it take to set up a crypto broker or exchange in each of the main jurisdictions
49:06 Jehanzeb Awan about how long would it take to open a bank account
51:47 Dapo Ako about rough cost of applying of crypto exchange license
54:00 Jehanzeb Awan about Sharia compliance
55:50 Jehanzeb Awan about ownership structure required to operate in the UAE
57:09 Dapo Ako about how are NFTs generally categorized in the UAE
59:40 Dapo Ako about pipeline for 2023 in relation to VASP frameworks in the UAE
1:03:10 Julia Charlton's closing remarks
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SFC Consults on Proposed Regulatory Requirements for VA Trading Platform Operators | 31 March 2023
The Securities and Futures Commission of Hong Kong has recently released a consultation paper on proposed regulatory requirements for virtual asset trading platform operators. In light of the rapid growth of virtual assets, it has become increasingly crucial to ensure that these platforms operate fairly, transparently, and securely, with the interests of investors being protected. The proposed regulatory framework, which would require virtual asset trading platforms to be licensed by the SFC, aims to address this need by imposing a range of requirements on these platforms.
One of the key requirements proposed in the paper is the implementation of measures to prevent market manipulation, which is a significant risk associated with virtual asset trading. Additionally, the proposed framework would require virtual asset trading platforms to ensure the safe custody of assets, as well as to disclose key information to investors. This would enable investors to make informed decisions and better manage their risks.
In addition to these requirements, the consultation paper also sets out a range of requirements for the management of risks associated with virtual assets, including cybersecurity and operational risks. This is particularly important given the increasing frequency and sophistication of cyber attacks in today's digital landscape.
Overall, the consultation paper proposes a robust regulatory framework that seeks to address the unique risks and challenges posed by virtual asset trading. It is open for public comment until 31 May 2023, providing interested parties with ample opportunity to provide feedback and shape the future of virtual asset trading in Hong Kong.
#sfc #hongkonglaw #virtualassettradingplatform
Timecodes:
00:00 Julia Charlton's welcome speech
00:14 Background to Hong Kong’s New Licensing Regime for VASPs
05:33 Who will require a licence for providing VA service?
06:51 VASP Licensing Requirement under the AMLO
08:17 What is the definition of “Virtual Assets”?
10:03 The VATP Guidelines
10:58 Fit and Proper Test
12:04 General Principles Outlined in the VATP Guidelines
13:42 Whether Retail Investors should be allowed access to Licensed VA Trading Platforms
16:57 Onboarding requirements
19:24 Suitability Obligation
21:59 Solicitation or recommendation of VAs
23:13 Solicitation or recommendation of complex products
25:10 Requirements Concerning Governance of Licensed VA Trading Platform Operators
27:29 General token admission criteria
30:00 Specific token admission criteria – the relevant virtual assets must be an “eligible large-cap virtual assets”
32:47 Other Hong Kong token due diligence requirements
34:34 Disclosure Obligations (I)
36:02 Disclosure Obligations (II)
38:35 Disclosure Obligations (III)
40:04 SFC’s proposed requirements for insurance or compensation arrangements
42:50 Trading in virtual asset derivatives
43:33 Adaptations to existing requirements to be incorporated into the VATP Guidelines (I)
46:34 Adaptations to existing requirements to be incorporated into the VATP Guidelines (II)
47:20 Adaptations to existing requirements to be incorporated into the VATP Guidelines (III)
48:28 Guideline on Anti-Money Laundering and Counter-Financing of Terrorism
50:09 Virtual asset transfers
51:56 Requirements for the identification of suspicious transactions and sanctions screening in relation to virtual asset transfers
54:55 SFC Regulatory Powers
57:57 Transitional Arrangements for existing platform operators
1:00:16 Transitional Arrangements
1:01:41 Pre-existing VA trading platforms which intend to apply for a licence
1:03:03 Pre-existing VA trading platforms which do not intend to apply for a licence /
VA trading platforms already existing in Hong Kong
1:03:49 SFC Publication of Trading Platform Lists
1:05:50 Dual Licensing
1:07:21 External assessment report
1:09:57 Selection and appointment of external assessors
Charltons Law Firm:
https://www.charltonslaw.com/
Julia Charlton
https://www.charltonslaw.com/the-firm/people-culture/team-profile/julia-charlton/
Don’t forget to follow our YouTube-channel and social media accounts:
Telegram: https://t.me/charltonslaw
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Instagram: https://instagram.com/charltonslaw/
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2022 HKEX and SFC Disciplinary and Enforcement Actions (May - August 2022)
On 1 March 2023, Julia Charlton presented a webinar on the HKEX and SFC Disciplinary & Enforcement Actions between May and August 2022. This webinar provided a brief introduction and overview of the trends of the disciplinary and enforcement actions of the HKEX and the SFC from May to August 2022, and considered various enforcement cases of the HKEX and the SFC with an aim to give you an understanding and awareness on the enforcement areas and breaches which were focused by the Stock Exchange and the SFC during the said period.
In May 2022, the Stock Exchange took disciplinary actions against several companies and their directors, including Wuzhou International Holdings Limited, CIL Holdings Limited, CR Construction Group Holdings Limited and Zhejiang State-owned Capital Operation Company Limited. These cases underscored the significance of adhering to the disclosure requirements of the Listing Rules, and maintaining robust internal control systems.
In June 2022, we witnessed disciplinary actions against Mingfa Group (International) Company Limited and four former directors for failing to report various transactions to the board of directors and failing to comply the disclosure requirements under the Listing Rules. In addition, the SFC publicly reprimanded and fined China Everbright Securities (HK) Limited for failing to implement adequate and effective systems in anti-money laundering and counter-financing of terrorism, and CES Capital International (Hong Kong) Co., Limited for failing to discharge its duties as an investment manager of two funds.
In July 2022, RBC Investment Services (Asia) Limited was reprimanded and fined for improper handling of client assets. Concurrently, Rifa Futures Limited was given a penalty for inadequate due diligence and failure to implement secure login methods for clients' internet trading accounts. KTF Capital Management Limited also received a fine for non-compliance with financial resources requirements, while Mr. Chan Ka Hey was banned from re-entering the industry for six months due to his deceptive practices on handling a customer's signature.
Lastly, in August 2022, the SFC reprimanded and fined TC Capital International Limited and suspended its responsible officer for failing to discharge duties as the sponsor in connection with the HKEX IPO application for China Candy Holdings Limited. This case accentuated the need for sponsors to conduct reasonable due diligence and maintain proper records.
The period between May and August 2022 saw HKEX and SFC take a firm stance on corporate governance, internal control systems, and compliance with the HKEX Listing Rules. These disciplinary actions and enforcement efforts serve as a reminder for companies and directors to ensure they adhere to the relevant regulations and maintain high standards of corporate conducts.
#hkex #sfc #enforcementactions
Timecodes:
00:00 Julia Charlton's welcome speech
00:44 Overview of enforcement trends - May to august 2022
01:43 HKEx’s Disciplinary Action Against Wuzhou International Holdings Limited and Nine Former Directors
08:46 Stock Exchange’s Disciplinary Action against Two Directors of CIL Holdings
14:02 Stock Exchange ’s Disciplinary Action Against CR Construction Group Holdings Limited, Six Directors and Zhejiang State-owned Capital Operation Company Limited
20:42 Stock Exchange’s Disciplinary Action against Four Former Directors of Mingfa Group (International) Company Limited
27:03 SFC Disciplinary Action To Reprimand and Fine China Everbright Securities (HK) Limited for HK$3.8 Million
30:32 SFC Disciplinary Action To Reprimand and Fine CES Capital International (Hong Kong) Co., Limited for HK$3.2 Million
36:06 SFC Reprimands and Fines RBC Investment Services (Asia) Limited HK$7.7 Million for Mishandling Client Assets
40:41 SFC Reprimands and Fines Rifa Futures Limited HK$9 Million
45:10 KTF Capital Management Reprimanded and Fined for Non-Compliance With Financial Resources Requirements
49:34 Chan Ka Hey Banned from Re-entering the Industry for 6 Months
51:44 SFC Reprimands and Fines TC Capital International Limited HK$$3 million and Suspends Its Responsible Officer for Sponsor Failures on an HKEX IPO application
Charltons Law Firm:
https://www.charltonslaw.com/
Julia Charlton
https://www.charltonslaw.com/the-firm/people-culture/team-profile/julia-charlton/
Don’t forget to follow our YouTube-channel and social media accounts:
Telegram: https://t.me/charltonslaw
LinkedIn: https://linkedin.com/company/2995759/
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Instagram: https://instagram.com/charltonslaw/
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Webinar | Overview of Hong Kong VASP licensing & SFC Consultation Conclusions | 12 July 2023
The Hong Kong Securities and Futures Commission has recently released its consultation conclusions on the Proposed Regulatory Requirements for Virtual Asset Trading Platform Operators Licensed by the Securities and Futures Commission in February 2023. This finalises the detailed regulatory requirements for Virtual Asset Trading Platforms operators under the SFC licensing regime.
Along with the licensing regime under the new Part 5B of the Anti-Money Laundering and Counter-Terrorist Financing Ordinance, which came into effect on 1 June 2023, Hong Kong now has two licensing regimes for entities carrying on a business of operating a virtual asset trading platform.
This webinar discusses the requirements for platform operators to become licensed under the two regimes and their ongoing obligations under them. It covers the following topics:
∙ the overview of the Hong Kong Virtual Asset Service Provider licensing regime and the background to the SFC consultation conclusions on the proposed regulatory requirements for Virtual Asset Trading Platform operators;
∙ retail access to licensed virtual asset trading platforms;
∙ insurance or compensation arrangements;
∙ trading in virtual asset derivatives;
∙ other adaptations to existing requirements incorporated into the SFC’s Guidelines for Virtual Asset Trading Platform Operators; and
∙ the transitional arrangements under the licensing regimes.
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Charltons Hong Kong Crypto Regulation Webinars Series 2022 | Webinar 3 | 7 October 2022
The webinar concludes the discussion of Hong Kong’s domestic regulation of cryptocurrencies and related activities. It covers the regulatory status of different types of virtual assets, the SFC’s existing framework for licensing crypto exchanges under the Securities and Futures Ordinance, the new VASP licensing regime to be introduced under amendments to the anti-money laundering legislation and the HKMA’s proposals for regulating certain types of stablecoins.
#cryptoregulation #stablecoins #cryptohongkong
Timecodes:
00:00 Julia Charlton's welcome speech
01:07 REGULATORY STATUS OF VIRTUAL ASSETS
03:19 REGULATORY CONSEQUENCES OF VIRTUAL ASSETS BEING SECURITIES
06:37 SFC STATEMENT ON SECURITY TOKEN OFFERINGS – 28 MARCH 2019
08:25 CONDUCT REQUIREMENTS FOR LICENSED INTERMEDIARIES
11:52 NON-FUNGIBLE TOKEN (NFT) REGULATION
13:30 SFC REGULATION OF CRYPTO EXCHANGES
16:19 LICENSING CONDITIONS FOR OPERATORS OF VIRTUAL ASSET TRADING PLATFORMS
17:17 STANDARD TERMS AND CONDITIONS FOR VIRTUAL ASSET TRADING PLATFORM OPERATORS
25:29 SFC LICENSED VIRTUAL ASSET TRADING PLATFORM OPERATORS
28:15 NEW LICENSING REGIME FOR VIRTUAL ASSET EXCHANGES UNDER THE ANTI-MONEY
LAUNDERING AND COUNTER-TERRORIST FINANCING ORDINANCE (AMLO)
30:12 VASP LICENSING REQUIREMENT
30:57 OPERATING A VA EXCHANGE
32:17 VIRTUAL ASSETS DEFINITION
34:45 TRANSITIONAL ARRANGEMENTS FOR EXISTING VA EXCHANGES
36:59 VASP LICENSING REQUIREMENTS
40:15 OBLIGATIONS OF LICENSED VASPs
45:26 SFC POWERS RE. LICENSED VA EXCHANGES
47:00 IMPLEMENTATION OF FATF TRAVEL RULE REQUIREMENT
48:25 HKMA PROPOSALS FOR REGULATION OF PAYMENT-RELATED STABLECOINS
51:22 PROPOSED REGULATORY SCOPE
52:58 PROPOSED REGULATED ACTIVITIES RELATING TO STABLECOINS
54:07 PROPOSED REGULATORY REQUIREMENTS FOR ENTITIES CONDUCTING STABLECOIN-RELATED ACTIVITIES
57:37 LICENSING REQUIREMENT
58:23 REGIME IMPLEMENTATION
Charltons Law Firm:
https://charltonslaw.com/
Julia Charlton:
https://www.charltonslaw.com/the-firm/people-culture/team-profile/julia-charlton/
Don’t forget to follow our YouTube-channel and social media accounts:
Telegram:
https://t.me/charltonslaw
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https://facebook.com/charltons
Instagram:
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Charltons Hong Kong Crypto Regulation Webinars Series 2022 | Webinar 2 | 5 October 2022
The webinar considers the progress made in implementing FATF’s revised recommendations (including Hong Kong’s progress). It then focuses on Hong Kong regulation of cryptocurrencies, looking firstly at the scope of the SFC’s regulatory remit and then at the SFC’s requirements for managers and distributors of crypto funds and at the latest HKMA/SFC requirements for intermediaries conducting virtual asset-related activities.
#cryptoregulation #fatfrecommendation #cryptohongkong
Timecodes:
00:00 Julia Charlton's welcome speech
01:06 Jurisdictions' progress in implementing the Revised FATF Recommendations (Mar 2022)
02:56 Hong Kong crypto regulation
04:26 Regulating around the edges
06:15 New licensing regime for virtual asset service providers (VASPS)
08:59 New licensing regime for virtual asset service providers
09:38 SFC/HKMA Joint Circular on intermediaries' virtual asset-related activities (Jan 2022)
10:05 Regulation of virtual asset portfolio managers
12:30 Proforma Terms and Conditions for Licensed Corporations which Manage Portfolios that Invest in Virtual Assets - Oct 2019
14:27 Notification requirements & licensing conditions
15:40 Restriction to professional investors
17:09 Safeguarding of assets
19:50 Portfolio valuation
20:49 Risk management
22:37 Auditors & liquid capital
23:30 Disclosure of information, AML/CFT & prevention of market misconduct
24:40 Licensing conditions for managers of discretionary accounts
25:15 Licensed virtual asset fund managers
26:18 Distributors of virtual asset funds
28:28 Definitions of virtual assets and virtual asset-related products
29:38 Virtual asset-related products that are complex products
31:16 Selling restrictions & virtual asset-knowledge test
34:27 Suitability assessment for virtual asset-related products
35:09 Additional due diligence on unauthorized virtual asset funds
36:28 Required intermediary due diligence on fund managers
38:08 Required intermediary due diligence on funds
39:20 Required intermediary due diligence on funds' counterparties
40:19 Provision of information and warnings to clients
40:55 Provision of financial accommodation
41:17 Virtual asset-related derivative products
42:39 Virtual asset-related derivative products traded on specified exchanges
44:29 Requirements for intermediaries providing virtual asset dealing services
46:48 Providing virtual asset dealing services under an omnibus account management
48:30 Providing virtual asset dealing services as an introducing agent
49:29 Providing virtual asset discretionary account management services
50:40 Requirements for intermediaries providing virtual asset advisory services
51:57 SFC and HKMA notification requirements
52:09 HKMA Circular on Regulatory Approaches to Authorized Institutions' Interface with Virtual Assets and Virtual Asset Service Providers (Jan 2022)
53:06 Prudential supervision
54:49 AML/CFT and financial crime risk
56:19 Investor protection
Charltons Law Firm:
https://charltonslaw.com/
Julia Charlton:
https://www.charltonslaw.com/the-firm/people-culture/team-profile/julia-charlton/
Don’t forget to follow our YouTube-channel and social media accounts:
Telegram:
https://t.me/charltonslaw
LinkedIn:
https://linkedin.com/company/2995759/
Facebook:
https://facebook.com/charltons
Instagram:
https://instagram.com/charltonslaw/
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Charltons Hong Kong Crypto Regulation Webinars Series 2022 | Webinar 1 | 3 October 2022
The webinar provides a general introduction to crypto regulation looking at key developments in global cryptocurrency markets, before turning to FATF’s revised recommendations requiring the licensing of virtual asset service providers (VASPs) which has resulted in new licensing regimes in member jurisdictions (including Hong Kong). The webinar concludes with a look at some of the latest proposals for stablecoin regulation.
#cryptoregulation #stablecoin #cryptohongkong
Timecodes:
00:00 Julia Charlton's welcome speech
01:18 APPROACHES TO CRYPTO REGULATION
02:23 COORDINATED APPROACH
05: 24 CRYPTO ADOPTION
06:39 INSTITUTIONAL INTEREST
08:10 INTEREST OF TRADITIONAL FINANCIAL PLAYERS
09:20 CRYPTO ETFs
10:18 COUNTRIES ADOPTING BITCOIN AS LEGAL TENDER
10:46 DeFi & STABLECOINS
13:26 CBDCs
16:49 2022 CRYPTO MARKET CRASH
20:34 JAN 2022 - IMF’s GLOBAL FINANCIAL STABILITY NOTES ON CRYPTIC CONNECTIONS: SPILLOVERS BETWEEN CRYPTO AND EQUITY MARKETS
22:19 FEB 2022 - FSB’s ASSESSMENT OF RISKS TO FINANCIAL STABILITY FROM CRYPTO-ASSETS
26:50 JULY 2022 – FSB STATEMENT ON INTERNATIONAL REGULATION & SUPERVISION OF CRYPTO-ASSET ACTIVITIES
28:40 DEC 2021 – BANK FOR INTERNATIONAL SETTLEMENTS – DeFi RISKS AND THE DECENTRALISATION ILLUSION
29:50 JULY 2022 BIS COMMITTEE ON PAYMENTS AND MARKET INFRASTRUCTURE AND IOSCO GUIDANCE
31:16 MARCH 2021 – OECD CONSULTATION ON CRYPTO-ASSET REPORTING FRAMEWORK AND AMENDMENTS TO THE COMMON REPORTING STANDARD
33:48 RISKS ASSOCIATED WITH CRYPTO
35:20 BENEFITS OF CRYPTO
36:47 FATF STANDARDS ON AML AND CFT
38:08 FATF REVISED TRAVEL RULE (RECOMMENDATION 16)
39:34 FATF DEFINITION OF VIRTUAL ASSETS
40:07 FATF DEFINITION OF VIRTUAL ASSET SERVICE PROVIDERS (VASPs)
40:56 OCTOBER 2021 FATF UPDATED GUIDANCE
41:27 DECENTRALISED FINANCE
42:55 PEER-TO-PEER TRANSACTIONS
44:08 STABLECOINS
45:51 NON-FUNGIBLE TOKENS (NFTs)
46:47 LICENSING AND REGISTRATION OF VASPS
47:29 TRAVEL RULE
49:26 TRENDS IN USE OF VIRTUAL ASSETS FOR ML/TF PURPOSES
50:16 RISK LANDSCAPE
52:08 FATF AND STABLECOINS
52:26 FATF RECOMMENDATIONS APPLICABILITY TO STABLECOINS
53:27 STABLECOIN REGULATION
54:50 HONG KONG – HKMA DISCUSSION PAPER ON CRYPTO-ASSETS AND STABLECOINS (JAN 2022)
56:49 JAPAN
57:59 US PRESIDENT’S WORKING GROUP ON FINANCIAL MARKETS’ REPORT ON STABLECOINS
58:54 UK’s FINANCIAL SERVICES AND MARKETS BILL
1:02:20 EU MiCA
Charltons Law Firm:
https://charltonslaw.com/
Julia Charlton:
https://www.charltonslaw.com/the-firm/people-culture/team-profile/julia-charlton/
Don’t forget to follow our YouTube-channel and social media accounts:
Telegram:
https://t.me/charltonslaw
LinkedIn:
https://linkedin.com/company/2995759/
Facebook:
https://facebook.com/charltons
Instagram:
https://instagram.com/charltonslaw/
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Webinar | Hong Kong Regulation of Virtual Assets Trading Platforms | 20 October 2023
On 20 October 2023, Julia Charlton presented a webinar on Hong Kong Regulation of Virtual Asset Trading Platform. This webinar will cover Hong Kong’s licensing regime for virtual asset trading platforms, the ongoing obligations and various restrictions on their activities once they become licensed, the statutory offences that cover misconduct involving virtual assets and the latest development of the JPEX scandal.
This webinar will cover the following topics in detail:
- Introduction to the licensing regimes under the AMLO & SFO;
- Key Definitions: virtual assets, VASPs etc;
- The Licensing Requirements: Financial Resources; Responsible Officers; Licensed; Representatives; Ultimate Owners & Substantial Shareholders, MICs;
- External Assessment Reports;
- Licensing Conditions: Token Admission Review Committee; VA due diligence and admission criteria;
- Conditions for offering VA for retail trading;
- Prohibited activities;
- VASP’s obligations re: suitability, disclosure, handling client assets, insurance & compensation;
- AML and CTF obligations and Application of Travel Rule to VA transfers;
- VASP’s ongoing reporting obligations & CPT requirements;
- Market misconduct offences;
- AMLO licensing regime’s transitional arrangements; and
- Latest development of the JPEX scandal.
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Insider Dealing in Hong Kong – Overview & Update | 13 October 2023
On 8th August 2023, the Securities and Futures Commission (SFC) published its Consultation Conclusions on the changes to Hong Kong's insider dealing regime under the Securities and Futures Ordinance (SFO). The current insider dealing regime only covers securities that are listed on the Hong Kong Stock Exchange, and Courts often have to resort to section 300 of the SFO on prohibiting fraudulent or deceptive schemes in transactions involving securities for cases that involve securities that are listed on overseas markets. The Consultation Conclusions expands the insider dealing provisions to also include dealings in overseas listed securities and derivatives to broaden its territorial scope.
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Webinar | Overview of the legal systems of Abu Dhabi, Dubai and Hong Kong | 1 June 2023
Charltons and Alsuwaidi & Company hosted a webinar entitled “A Tale of Three Cities: Overview of the legal systems of Abu Dhabi, Dubai and Hong Kong”. Julia Charlton was joined by the managing partner of Alsuwaidi & Company, Mr Mohammed Alsuwaidi and senior associates and representatives of the firm. Alsuwaidi & Company is a UAE law firm established over 20 years ago with offices across the UAE, which has represented the interests of over 500 clients in the Gulf Cooperation Council and beyond.
Speakers: Mr. Mohammed Alsuwaidi, Managing Partner, Alsuwaidi & Company, UAE, Ms. Julia Charlton, Founding & Principal Partner, Charltons Solicitors, Hong Kong SAR Mr. Ali Alraeesi, Partner, Alsuwaidi & Company UAE Mr. Nidal Alsayed, Head of Banking & Islamic Finance, Alsuwaidi & Company, UAE Mr. Suneer Kumar, Head of Corporate & Commercial, Alsuwaidi & Company, UAE Ms. Vida Grace Serrano, Corporate & Commercial Senior Associate, Alsuwaidi & Company, UAE Mr. Rajiv Suri, IP, Corporate & Commercial Senior Associate, Alsuwaidi & Company, UAE Mr. Craig Cothill, Senior Associate, Alsuwaidi & Company, UAE
Moderator: Mr. Patrick M Dransfield, Client Relations Director, Alsuwaidi & Company
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Webinar | HKEX Consultation Paper on GEM Listing Reforms | 16 OCTOBER 2023
On 26 September 2023, the Hong Kong Stock Exchange (HKEX) published a Consultation Paper setting out reforms to the GEM Listing Rules aimed at encouraging more companies to list on GEM. The proposal includes an introduction of an alternative listing eligibility test to allow the listing of high growth enterprises that cannot meet GEM’s positive cashflow test, the re-introduction of a streamline transfer mechanism for GEM issuers to transfer to the Main Board, and to align certain GEM Listing Rules requirement with those to the Main Board.
This webinar covers the HKEX’s proposals to the GEM Listing Reforms in detail, including
1. introduction and overview of the proposed GEM Listing Reform;
2. background of current GEM market and stakeholder feedback;
3. the proposed new alternative financial eligibility test for initial listing;
4. the proposed post IPO lock up period on controlling shareholders;
5. the proposed amendments to the continuing obligations; and
6. the new streamlined transfer mechanism to the main board.
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Webinar | SFC Consultation on Proposed Takeovers Codes Amendments & Share Buy-Backs | 2 August 2023
The Hong Kong Securities and Futures Commission (SFC) published its Consultation Paper on the proposed amendments to the Codes on Takeovers and Mergers and Share Buy-backs in May of this year. The consultation proposed a number of changes, including the codification of various existing practices of the Takeovers Executive, housekeeping amendments and green initiatives aimed at cutting the number of paper documents published under the Codes.
This webinar covers the SFC’s proposed revisions to the Codes in detail, including those to:
-the definitions of “close relatives”, “voting rights”, “derivatives” and “on market share buy-backs”;
- the provisions on “irrevocable commitments”;
- give the Executive express power to issue “Put Up” or “Shut Up” orders;
- align the timing for the return of share certificates with the timing of payment of offer consideration;
- prohibit offer price disclosure in Talks Announcements;
- require special deal disclosures in firm intention announcements;
- introduce a number of green initiatives.
#SFC #takeoverscode #sharebuyback
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