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Our Corporate & Commercial Department advises on a wide spectrum of corporate and commercial matters in Hong Kong, the Mainland China and other jurisdictions. With a team of experienced and dedicated lawyers, we are able to steer through complex issues and provide high quality advices which are practical and solution-oriented. Our clients encompass listed and private companies, investment funds as well as financial institutions from different countries.

We advise issuers and sponsors/underwriters on IPOs (initial public offerings) on both the Main Board and GEM (Growth Enterprise Market) in Hong Kong. We have a proven track record of assisting a significant number of companies from various industry sectors (such as media, securities, retail, information technology, electronics and electrical appliances, automotive, beauty and health care, construction, metal casting, furniture, funeral services etc.) to successfully list in Hong Kong. We also handle the transfer of the listing of GEM companies to the Main Board.

Apart from domestic listings, we assist corporations in their overseas listings by conducting due diligence and issuing legal opinions for their Hong Kong operations and advise on the Hong Kong aspect of international offerings.

The other services regularly provided by us cover:-
  • Secondary equity issues including placing, subscription, rights issue, open offer, and warrant and convertible issue
  • Pre-IPO investments and restructurings
  • General offers
  • Privatisations
  • Share repurchases
  • Schemes of arrangement for purpose of re-domicile and corporate rescue of listed companies
  • Listing Rules compliance such as notifiable transactions, connected transactions, disclosure of price sensitive information, corporate changes, general mandates, share option or incentive schemes, interim and annual reports, resumption of trading etc.
  • SFO (Securities and Futures Ordinance) and other securities regulation compliance

We offer services for all kinds of domestic and cross-border mergers and acquisitions including public takeovers, sale and purchase of private companies, sale and purchase of businesses and assets, asset swaps, management buyouts, tendering, private equity and venture capital investments and direct investments. In particular, in view of the significant growth of business interactions between the PRC and Hong Kong in recent years, we have developed extensive experience in advising Hong Kong and international clients on direct investments in the PRC and acquisitions of PRC companies and assets. The projects handled by us cover a wide range of industry sectors such as real estates, department stores, entertainment, information technology, electronics, mining, forestry and gas.

We advise clients on all aspects of general corporate law such as shareholders' meetings (including contested meetings), directors' duties, corporate governance, change of share capital, class rights, financial assistance, amendment of constitutions, company formation and liquidation.

We also have an experienced company secretarial team which offers comprehensive company secretarial services regarding:-
  • incorporation or acquisition of new or shelf companies
  • registration of non-Hong Kong companies
  • appointment as company secretary
  • provision of registered office
  • maintaining and updating of company's statutory records
  • change of directors, secretary and registered office
  • issue and transfer of shares
  • minutes and/or resolutions
  • annual general meeting and annual returns, etc.

We are involved in the negotiation and drafting of a board range of commercial contracts such as distribution agreements, franchise agreements, agency agreements, joint venture agreements, partnership agreements, management agreements (including hotel and project management), employment and service agreements, consultancy agreements, standard terms and conditions of supply and purchase, manufacturing agreements, licensing agreements and outsourcing agreements. We also provide practical advice on different areas of commercial law.

We prepare and advise on loan and security documentation for various kinds of financing, including syndicated loans, acquisition finance and project finance. We also offer advice on compliance of banking regulations. Our clients include financial institutions and corporate borrowers in Hong Kong and other countries.