Julia Charlton discusses upcoming amendments to the Hong Kong Stock Exchange's Corporate Governance Code, set to take effect on July 1, 2025. These amendments focus on enhancing board effectiveness and independence, increasing diversity, improving risk management, and introducing greater disclosure requirements on dividend policies.
Key changes include the introduction of a Lead INED role to serve as an intermediary and communication channel for directors and shareholders. The Exchange will also impose a cap on the number of concurrent Hong Kong-listed company directorships for independent non-executive directors (INEDs) and implement a nine-year cap on INED tenure to promote board refreshment.
The Listing Rules will enforce mandatory continuous professional development for directors to keep them updated on key industry and regulatory developments. New provisions will require separate disclosure of gender ratios across the workforce and senior management, as well as set out requirements for maintaining a board skills matrix.
The Exchange aims to improve transparency and constructive communication between boards and shareholders by mandating disclosures related to board performance reviews and dividend policies. Finally, while not all suggestions such as increasing INEDs to a majority in boards were adopted, the Exchange acknowledges these concerns for potential future consultations.
#CorporateGovernance #HongKongStockExchange #ListingRules
Timecodes:0:00 Introduction to Corporate Governance Amendments1:38 Consultation Process and Governance Aims3:27 Guidance and Transitional Provisions4:11 Lead INED Role Introduction9:32 Shareholder Engagement and CPD Mandates14:39 Board Performance Reviews and Skills Matrix20:31 Cap on INED Directorships24:11 Nine-Year INED Tenure Cap31:07 Board and Workforce Diversity Requirements37:13 Risk Management and Internal Control Reviews42:02 Dividend Policy Disclosure Requirements43:52 Additional Listing Rule Changes and Conclusion
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Julia Charlton discusses the Hong Kong Stock Exchange's proposals to optimize IPO price discovery and open market requirements, aiming to enhance the competitiveness of Hong Kong's securities market. The exchange's proposed reforms focus on the IPO price discovery process and open market requirements, particularly the public float calculation and listing rules.
Current public float calculations include shares not publicly traded in Hong Kong, such as PRC issuers’ A-shares listed in the PRC, which the exchange argues do not contribute to an open market. The exchange proposes calculating public float by considering only the class of shares listed on the Hong Kong Exchange, aligning with practices in London, Australia, and Singapore. For PRC issuers, the exchange suggests modifying the public float calculation to ensure H-shares represent a meaningful percentage of all issued shares with similar rights.
The exchange proposes removing certain shares from the public float calculation, such as those with weighted voting rights, promoter shares, or held in trust for share schemes. Tiered initial public float thresholds based on market cap are suggested, potentially reducing public float requirements for large-cap companies and addressing regulatory disparities. The exchange suggests an initial free float requirement for at least 10% of listed shares to be freely tradable, proposing new rules for PRC issuers and specialist technology companies.
Proposed changes in the IPO offering mechanism include a staggered lockup period for cornerstone investors and ensuring a significant portion of IPO shares is allocated to the bookbuilding tranche to enhance price discovery. The exchange also explores adjustments to pricing flexibility during IPOs, allowing upward or downward adjustments to the final offer price within specific limits, while seeking feedback on maintaining or reducing the current offer price range limits.
#HKEXIPOReforms #HongKongStockExchange #PublicFloatRequirements
Timecodes:0:00 Introduction to Proposed Reforms1:42 Public Float Calculations and International Comparisons4:39 Proposed Changes for PRC Issuers and Weighted Voting Rights6:24 Tiered Public Float Thresholds and Market Value Requirements9:47 Adjusting Public Float Requirements to Enhance Market Flexibility13:05 Initial Free Float Proposal and Compliance Disclosure22:24 Open Market Requirements and Valuation Calculations36:14 IPO Offering Mechanism and Cornerstone Investor Lockups39:33 Bookbuilding Process and Allocation Policies42:37 Subscription Tranches and Clawback Mechanisms45:58 Enhancing Pricing Flexibility and Final Offer Price Adjustments
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The Code on Takeovers and Mergers, also known as the Takeovers Code, was introduced in Hong Kong in 1975 and is voluntary, relying on market participants' willingness to comply rather than legal enforcement. The Code is overseen by the Executive Director of the Corporate Finance Division of the SFC and applies to public companies and those with a primary listing in Hong Kong.
Breaches may result in private reprimands, public censures, or compensation requirements for shareholders. The Takeovers Code outlines ten general principles to ensure fair treatment of shareholders and has specific rules covering voluntary and mandatory offers. Voluntary offers can include conditions unless they are within the control of the offeror or offeree, while mandatory offers are required if the offeror gains over 30% of voting rights.
Both types of offers have specific provisions regarding offer prices, share acquisitions, and cash alternatives. Advisors, including financial and legal experts, play key roles in advising companies during offers and ensuring compliance with the Code. Announcements must be made under certain conditions, such as when takeovers become imminent or during share price fluctuations.
Disclosure rules require that dealings in securities by offer parties and associates be reported, while insider dealing provisions aim to prevent misuse of price-sensitive information. Directors bear obligations to act in the best interests of their company, comply with the code, and ensure accurate information is provided, with the overall aim of safeguarding shareholder interests.
#TakeoversCode #CorporateFinance #HongKongMergers
Timecodes: 00:00 Introduction to the Takeovers Code 01:47 General Principles of the Takeovers Code 03:19 Voluntary and Mandatory Offers 09:13 Conditions and Waivers for Mandatory Offers 16:50 Advisors and Dissemination of Information 23:51 Announcements and Disclosure During Offers 32:42 Insider Dealing and Securities Restrictions 39:17 Offer Documents and Shareholders’ Rights 56:26 Director Responsibilities and Conclusion
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The webinar discusses the implementation of the Book Building Conduct Requirements as part of the SFC's Code of Conduct and the related amendments to the Stock Exchange's Main Board and GEM listing rules, which took effect in August 2022. These requirements arise from concerns identified by the SFC surrounding Hong Kong's book building and placing activities, including issues such as inflated demand and misaligned sponsor fees, leading to compromised due diligence.
A key feature includes the introduction of the "sponsor coupling" requirement mandating that at least one overall coordinator of Main Board IPOs also acts as an independent sponsor. The SFC found issues with transparency and the order book during its review, prompting the new conduct requirements to clarify roles and improve fee arrangement transparency. The conduct requirements define roles for intermediaries, known as Capital Market Intermediaries (CMIs), and establish clear guidelines for their operation in book building and placing activities to bolster transparency and accountability.
Specific obligations outlined for CMIs include providing detailed assessments of issuers, establishing governance processes for offerings, and ensuring proper documentation and early formal appointments defining roles and responsibilities. These measures aim to guarantee effective compliance with regulatory standards, mitigate conflicts of interest, and improve market practices for share and debt offerings in Hong Kong.
The dissemination and update of information are crucial, with OCs required to disclose certain details to the SFC four business days before the listing committee hearing to facilitate oversight and standardize processes. Additional guidelines and template forms have been provided by ASIFMA to aid CMIs in adhering to the new regulations, reflecting a comprehensive industry approach to improving the integrity and robustness of the capital markets in Hong Kong.
#BookBuildingRequirements #CapitalMarketIntermediaries #HongKongIPORegulations
Timecodes: 00:00 Introduction to Book Building Conduct Requirements 01:37 Concerns and Proposals by SFC 04:43 Misconduct and Market Manipulation in IPOs 06:25 Implementation of Book Building Conduct Requirements 09:39 Definitions and Scope of Book Building Activities 11:11 CMI Roles and Responsibilities 14:13 Conduct Standards and Issuer Assessment 15:59 Early Appointments and Fees 17:28 Sponsor Coupling and Its Importance 18:56 Marketing Strategies and Investor Targeting 20:14 Allocation Strategies and Transparency 21:48 Prohibition on Rebates and Preferential Treatment 23:18 Communication and Record Keeping 24:50 Conflict of Interest Management 26:34 Obligations and Reporting Requirements for OCs 31:07 Listing Rules and Regulatory Compliance 49:52 Conclusion 52:43 Closing Remarks
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The webinar introduces significant changes related to the treasury share regime and the proposed company re-domiciliation scheme in Hong Kong, focusing first on the treasury share regime that began in June 2024. The Hong Kong Stock Exchange amended its listing rules to allow repurchased shares to be held in treasury, aligning with 92% of companies incorporated in jurisdictions like the PRC, Bermuda, and Cayman Islands, where this practice is permitted.
Previously, the repurchase of shares resulted in cancellation, restricting the holding of treasury shares due to concerns about market manipulation and insider trading. Now, companies can adjust their share capital more dynamically, with treasury shares still retaining their listed status, subject to local jurisdiction laws. The second part of the presentation discusses the proposed company re-domiciliation regime, driven by a need for economic alignment and corporate governance improvements.
The new regime, aiming to simplify the re-domicile process, will allow overseas companies to retain legal status while operating under Hong Kong law, aiding those from low-tax jurisdictions seeking Hong Kong’s financial benefits. Companies must meet solvency and compliance criteria, including member approval for the re-domicile, without undergoing complex restructuring. This regime is not currently extended to companies limited by guarantee, considering a lack of demand, while the Hong Kong government will closely monitor potential outward re-domiciliation needs.
Finally, comparisons with other jurisdictions like Singapore and the UK are made, highlighting Hong Kong's approach to avoiding economic substance tests and aligning closely with global re-domiciliation norms.
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#FinancialRegulations #TreasuryShares #HongKongBusiness
Timecodes: 00:00 Introduction to New Financial Regulations 03:23 Historical and Legal Context of Treasury Shares 06:42 Legal Framework and Definitions of Treasury Shares 09:42 Operational Requirements for Holding Treasury Shares 12:51 Restrictions on Resales and Market Conduct 16:15 Detailed Guidelines for Specific Transactions 18:54 Legal Safeguards against Market Manipulation 22:19 Shareholder Communication and Reporting Obligations 27:15 Voting Rights and Shareholder Dynamics 29:21 Disclosure of Interest and Stamp Duty Implications 31:12 Introduction to Proposed Hong Kong Re-domiciliation Schemes 35:58 Legislative and Economic Implications 38:43 Application Requirements and Process for Re-domiciliation 44:19 Financial and Taxation Issues Surrounding Re-domiciliation 47:15 Comparisons with Global Re-domicile Regimes 58:20 UK’s Proposed Re-domiciliation Framework 62:45 Conclusion of the Webinar
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The webinar discusses the listing of mineral and petroleum companies on the Hong Kong Stock Exchange, focusing on the specific requirements laid out in Chapter 18 of the Main Board Listing Rules. Chapter 18 allows these companies to bypass certain financial tests required for listing, provided they meet specific criteria related to resource indication and management experience.
Mineral companies must demonstrate that their core activities involve exploration and extraction, with significant assets and rights in these activities, while listing also mandates sufficient working capital for future operational expenses. Notably, the Exchange may grant waivers for material exclusion from Competent Person's Reports if certain conditions are met, such as early exploration stages or lack of available information.
Disclosure standards require that both mineral and petroleum resources and reserves are reported using internationally recognized frameworks, such as the JORC Code or PRMS, ensuring transparency and consistency. Furthermore, listed mineral companies must provide regular updates on exploration and production activities and disclose information about resource and reserve changes in their annual and half-yearly reports.
Companies acquiring new assets must include a Competent Person's Report and, for acquisitions, a valuation report prepared by a competent evaluator. The Exchange stresses the importance of a clear path to commercial production and imposes strict guidelines on reporting standards to protect investors.
Finally, the Exchange allows exceptions and waivers for certain reporting and disclosure requirements, underscoring a flexible but stringent regulatory environment.
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#FinancialRegulations #MineralCompanies #HongKongStockExchange
Timecodes: 00:00 Introduction and Overview of Listing Requirements 01:52 Definition and Classification of Mineral Companies 05:05 Eligibility Requirements for Listing as a Mineral Company 06:35 Exploration Rights and Working Capital Requirements 10:00 Exemptions from Financial Tests and Path to Commercial Production 11:31 Gaining Waivers and Proving Experience 16:08 GEM Listing Rules and Additional Disclosure Requirements 21:04 Reporting Standards and Competent Person’s Reports 24:37 Valuation Reports and Disclosure Standards 48:37 Continuing Disclosure Obligations and Notifiable Transactions 53:12 Conclusion
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The webinar elaborated on Hong Kong's regulatory framework for virtual asset trading platforms, emphasizing its two licensing regimes under the AMLO and SFO. The speaker explained the comprehensive licensing requirements, which include submitting a consolidated application through the SFC's WINGS platform, meeting stringent eligibility criteria, and fulfilling continuous obligations like financial reporting and external assessments.
Hong Kong's regulatory efforts aim to align with FATF recommendations, protect investors, and support the city's ambition to be a global crypto hub. The AMLO regime, effective since June 2023, mandates licensing for platforms trading non-security virtual assets and subjects violators to severe penalties, including imprisonment and fines.The recent JPEX scandal, resulting in significant investor losses and arrests, highlighted the risks of trading on unlicensed platforms and underscored the need for strict regulation and enforcement against breaches.
The speaker described the SFC's proactive measures in response, such as issuing warnings about unlicensed entities and establishing a joint working group with police to investigate suspicious activities.The webinar stressed the importance of trading on fully licensed platforms, noting that only platforms like OSL and Hashkey are currently licensed, while others operate under deemed licensing awaiting approval.
Continuing professional training for responsible officers and licensed representatives is mandatory to ensure compliance, with a focus on risk management, client protection, and market integrity. Finally, the speaker concluded by emphasizing Hong Kong regulators' commitment to enforcing the virtual asset trading regulations, protecting investors, and enhancing public awareness through education initiatives and media campaigns.
#VirtualAssets #HongKongRegulations #CryptoTrading
Timecodes: 00:00 Introduction to Hong Kong's Virtual Asset Licensing Regime 01:52 Current State of Licensing Regimes 03:29 Regulatory Alignment and Future Prospects 05:18 Licensing Requirements and Regulatory Objectives 11:24 Expanded Licensing Scope and Exemptions 13:08 Technical and Operational Licensing Criteria 14:40 Compliance, Qualifications, and Management Standards 18:15 Roles, Responsibilities, and Corporate Governance 21:13 Senior Management Accountability and Core Functions 26:09 Application Process and External Assessment 30:45 Working with Financial Institutions and Sandbox Environment 32:19 Monthly Reporting and Activity Restrictions 35:36 Committee Structures and Asset Monitoring 39:02 Client Protection and Due Diligence Standards 43:59 Custody and Compensation Requirements 01:01:39 Compliance and Enforcement 01:10:02 SFC's Regulatory Lists and Warnings 01:11:53 Enhanced Oversight and Scandal Response 01:13:35 JPEX Case Study and Broader Implications 01:35:01 Conclusion and Investor Recommendations
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The webinar discussed the proposed regulatory frameworks for virtual asset OTC services and stablecoin issuers in Hong Kong. The Hong Kong government aims to address money laundering and terrorist financing risks linked to virtual assets under the Anti-Money Laundering and Counter Terrorist Financing Ordinance (AMLO).
A licensing regime was implemented for virtual asset trading platforms (VATP) in June 2023, requiring operators to be licensed by the SFC and comply with AML/CTF provisions, limiting retail trading to major assets like Bitcoin and Ether. However, this regime does not cover over-the-counter (OTC) virtual asset trading, prompting new proposals for licensing these services under the Commissioner of Customs and Excise (CCE).
Licensing requirements for OTC services include stringent eligibility criteria and AML/CTF compliance, with enforcement powers granted to CCE. For stablecoins, a proposed regime focuses on fiat-referenced stablecoins to mitigate monetary and financial stability risks, requiring issuers to hold proper reserve assets and meet the HKMA's stringent conditions.
The proposed regimes emphasize investor protection by imposing severe penalties for non-compliance and plan transitional periods to integrate existing operators. Additionally, the HKMA introduces a sandbox initiative for testing stablecoin business models, with three participants already admitted. The overall aim is to foster safe virtual asset innovation and ensure regulatory alignment with global standards.
#VirtualAssets #HongKongRegulation #StablecoinIssuers
Timecodes: 00:00 Introduction to Hong Kong's Virtual Asset Licensing Regime 01:57 Background and Development of Hong Kong's Regulatory Framework 03:31 Licensing Regime for Centralized and OTC Trading Platforms 05:20 Eligibility and Compliance Requirements for OTC Licenses 06:58 Operational and Trading Conditions for OTC Services 08:42 OTC License Transition and Sanctions 15:12 Regulatory Framework for Stablecoin Issuers 18:30 Definition, Licensing, and Regulation of Stablecoins 28:10 Risk Management and Compliance for FRS Issuers 33:25 HKMA's Oversight and Licensing Conditions for FRS Issuers 38:44 FRS Issuance, Market Operations, and Licensing Renewal 45:44 International Cooperation and Flexible Regulatory Adjustments 50:48 Sanctions, Transitional Arrangements, and Public Awareness 54:24 Conclusion and Future Developments
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The webinar covers the insider dealing regime in Hong Kong under the Securities and Futures Ordinance (SFO). Following the SFC's consultation conclusions from August 2023, significant changes are on the horizon for the insider dealing framework.
Key Topics Covered: • Insider Dealing Definition: Understanding the circumstances that constitute insider dealing. • Types of Market Misconduct: Overview of offences under the SFO, including insider dealing, false trading, and price rigging. • Civil vs. Criminal Cases: Distinction between civil cases handled by the Market Misconduct Tribunal and criminal cases pursued in courts. • Recent Amendments: Discussion on upcoming changes to expand the scope of insider dealing regulations. • Case Studies: Analysis of landmark cases, including the implications of the Young Bik Fung case. • Defences Against Insider Dealing: Examination of various legal defences available under the SFO.
#InsiderDealing #HongKongSecurities #MarketMisconduct
Timecodes: 00:00:00 Introduction to Hong Kong's Insider Dealing Regime 00:01:47 Defining Insider Dealing 00:06:26 Extended Scenarios of Insider Dealing 00:09:44 Key Terms and Definitions 00:12:46 Case Study - Section 300's Application 00:15:58 Role of Connected Persons 00:19:16 Inside Information 00:22:19 General Knowledge and Price Effect 00:25:28 Defenses against Insider Dealing Accusations 00:31:15 Landmark Innocent Purpose Defense Case 00:36:04 Civil and Criminal Proceedings 00:37:39 SFC's Market Misconduct Tribunal Proceedings 00:45:36 Sanctions and MMT Orders 00:48:48 Appeals and Further Actions 01:03:07 Case Examples and Legal Repercussions 01:18:05 Expanding Territorial Scope of Insider Dealing 01:27:25 Conclusion and Future Developments
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Julia Charlton presented a webinar discussing the Hong Kong Stock Exchange's proposed amendments to the Corporate Governance Code and related Listing Rules. The Exchange's proposals, published in a consultation paper in June 2024, aim to strengthen corporate governance practices and enhance board effectiveness and independence.
Key proposals include introducing a Lead INED role to improve communication with shareholders and implementing mandatory disclosure requirements for director training, emphasizing a comprehensive understanding of directors' responsibilities. The Exchange also proposes a hard cap of six concurrent directorships and a tenure limit of nine years for INEDs to ensure directors can devote sufficient time to their roles.
A Code Provision would require regular board performance reviews and the establishment of a board skills matrix to enhance board composition. To increase diversity, the Exchange recommends having at least one female director on the nomination committee and proposes a Listing Rule requiring listed companies to have a workforce diversity policy.
The amendments also focus on risk management and internal control, suggesting modifications to Mandatory Disclosure Requirements for more detailed reporting. The proposed changes are expected to take effect on January 1, 2025, with a transition period for specific amendments. The consultation period has ended, and the Exchange will review responses before publishing its conclusions.
#CorporateGovernance #HKEXReforms #BoardDiversity
Timecodes: 00:00 Introduction to the Consultation 01:40 Summary of Consultation Proposals 03:24 Lead INED Proposal 09:15 Director Training Requirements 16:24 Performance Reviews and Skills Matrix 21:20 Hard Cap on Directorships and Tenure 32:29 Diversity Proposals 38:05 Risk Management and Internal Controls 44:08 Dividend Policy Disclosure 49:43 Minor Amendments and Implementation Timeline
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On 13 August 2024, Julia Charlton presented a webinar on Listing Biotech Companies on the Hong Kong Stock Exchange.
This webinar covers the following topics: − Introduction to the HKEx regime for listing pre-revenue Biotech Companies − Chapter 18A suitability requirement under the Guide for New Listing Applicants − Other eligibility requirements for Chapter 18A listings − Requirements for the IPO relating to subscriptions − Listing document disclosure requirements − Continuing obligations of Chapter 18A issuers and requirements relating to changes to listed Biotech Companies
#BiotechIPO on #HKEX for #PreRevenueBiotech companies
Timecodes: 00:00 Introduction to the Biotech Industry and Market Dynamics 01:44 Hong Kong Stock Exchange's Biotech Listing Regime 03:30 Performance and Trends in Biotech Listings 05:25 International Biotech IPO Trends 07:08 Chapter 18A of the Main Board Listing Rules 08:54 Eligibility and Suitability for Listing 13:57 Compliance with Core Product Requirements 17:29 Third-Party Investment and Financial Requirements 25:41 Enhanced Eligibility Requirements 29:29 Public Float and Share Allocation Rules 33:01 Disclosure Requirements for Listing Documents 41:45 Financial Reporting and Regulatory Compliance 50:20 Restrictions and Regulatory Oversight 53:37 Delisting Provisions and Transition to Regular Listing
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On 6 August 2024, Julia Charlton presented a webinar on Listing SPACS on the Hong Kong Stock Exchange. This webinar covers the following topics:
• Overview and Introduction – What is a SPAC and what is a SPAC Promoter? – The SPAC regime – What is a De-SPAC Target? – What is a DE-SPAC Transaction and how does this relate to a Successor Company? – Pre-De-SPAC Transaction proposal – DE-SPAC Transaction proposal – Liquidation and de-listing of a SPAC if the De-SPAC Transaction timeframes are not met
• Listing Requirements of a SPAC – The key SPAC listing requirements under Chapter 18B – Which Listing Rules do not apply to SPACs? – Who is a “core connected person”? – Fundraising, escrow and trustee requirements – Typical timeline for a SPAC listing, filing and listing documents requirements
• What is a SPAC Promoter – Who is a SPAC Promoter? – What are the requirements for a SPAC Promoter?
• Application of the Takeovers Code, Liquidation and De-listing – Application of the Code prior to the De-SPAC Transaction and application to the De-SPAC Transaction – De-listing and liquidation condition (i.e. when a SPAC must de-list and liquidate)
#HongKongStockExchange #SPACListingRegime #JuliaCharlton
Timecodes: 00:00 Julia Charlton's welcome speech 01:49 Historical Context and Global SPAC Surge 03:28 Hong Kong's SPAC Consultation Process 05:19 Key Elements of the SPAC Promoter Role 06:55 Listing Rules and Exceptions for SPACs 08:48 Financial Management and IPO Requirements 10:39 Investor Safeguards and Public Market Protection 12:28 SPAC Promoter Requirements and Disclosure 15:48 Material Changes in SPAC Promoters 17:15 Board Requirements and Governance 23:59 Promoter Shares and Warrants 32:20 De-SPAC Transactions and Listing 37:39 Shareholder Rights and Redemption Options 43:54 Financial Arrangements and Working Capital 45:17 Comparison with Singapore and Mainland China Regulations 48:23 Application of the Takeovers Code 50:00 Suspension and Delisting Procedures 52:12 Conclusion and Q&A
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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.
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. This webinar provides a detailed overview of the following aspects under the current and amended insider dealing regime in Hong Kong: - Definitions of insider dealing under sections 270 and 291 of the SFO; - Definition of “listed securities”; - Definition of “connected persons” and “related corporations”; - Definition of “inside information”; - Defences to insider dealing; - Roles of the Market Misconduct Tribunal (MMT) and sanctions that can be imposed; - Civil and Criminal liability of insider dealing in Hong Kong with landmark cases explained; - Amendments to expand insider dealing to cover overseas- listed securities and insider dealing conducted overseas; - Difference in the nature and amount of relief available under section 300 of the SFO and the insider dealing regime;
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.
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
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.
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.
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
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.
