Market Existential | Charltons

In-depth analysis of the Treasury Shares regime for issuers listed on The Stock Exchange of Hong Kong Limited, including Listing Rule requirements, Companies Ordinance amendments effective 17 April 2025, and practical compliance considerations such as segregation in CCASS, resale mandates, and disclosure obligations. The session also examines the inward Company Re-domiciliation regime effective May 2025, detailing eligibility, application process administered by the Companies Registry, legal continuity, and taxation treatment.#TreasurySharesHK #CompanyRedomiciliation #HKEXListingRulesTimecodes:00:00 Introduction & Agenda00:01:32 Legacy Rules & Rationale00:03:08 Companies Ordinance Amendments00:04:40 Treasury Shares Definition & Holding00:06:12 Rights Suspension & Segregation00:07:48 CCASS Mechanics by Jurisdiction00:10:51 Repurchases & Resale Mandates00:12:30 General Mandate Limits & Pricing00:14:18 PRC A/H Share Rules00:15:28 Connected Transactions & Share Schemes00:16:56 Dealing Restrictions & Blackouts00:20:12 New Listings Lock-ups00:21:36 Mandate Documentation & Disclosures00:23:19 Treasury Resale Reporting00:24:44 Voting, Float & Codes Treatment00:27:55 Part XV Disclosure of Interests00:29:26 Companies Ordinance Treasury Regime00:31:13 Membership & Rights Suspension00:32:40 Bonus Shares & Capital Effects00:34:01 Statutory Filings & Stamp Duty00:37:14 Background to Redomiciliation00:40:26 Legal Identity Continuity00:42:05 Scope & Eligible Types00:43:38 Eligibility Criteria00:45:16 Solvency & Protections00:47:18 Application Form Essentials00:48:28 Foundational Documents00:50:07 Foreign Law Legal Opinion00:53:09 Financials & Board Certificate00:54:46 Process & Approval00:56:25 Post-Redomicile Filings00:59:44 Debentures Obligations01:01:20 Taxation & Stamp Duty01:02:53 Transition & Records01:04:29 Sectoral Regulators01:06:06 ClosingCharltons 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 social media:LinkedIn: https://linkedin.com/company/2995759/Facebook: https://facebook.com/charltonsInstagram: https://instagram.com/charltonslaw/Youtube: https://www.youtube.com/@charltons-lawRumble: https://rumble.com/c/c-1647355

In-depth analysis of the Treasury Shares regime for issuers listed on The Stock Exchange of Hong Kong Limited, including Listing Rule requirements, Companies Ordinance amendments effective 17 April 2025, and practical compliance considerations such as segregation in CCASS, resale mandates, and disclosure obligations. The session also examines the inward Company Re-domiciliation regime effective May 2025, detailing eligibility, application process administered by the Companies Registry, legal continuity, and taxation treatment.#TreasurySharesHK #CompanyRedomiciliation #HKEXListingRulesTimecodes:00:00 Introduction & Agenda00:01:32 Legacy Rules & Rationale00:03:08 Companies Ordinance Amendments00:04:40 Treasury Shares Definition & Holding00:06:12 Rights Suspension & Segregation00:07:48 CCASS Mechanics by Jurisdiction00:10:51 Repurchases & Resale Mandates00:12:30 General Mandate Limits & Pricing00:14:18 PRC A/H Share Rules00:15:28 Connected Transactions & Share Schemes00:16:56 Dealing Restrictions & Blackouts00:20:12 New Listings Lock-ups00:21:36 Mandate Documentation & Disclosures00:23:19 Treasury Resale Reporting00:24:44 Voting, Float & Codes Treatment00:27:55 Part XV Disclosure of Interests00:29:26 Companies Ordinance Treasury Regime00:31:13 Membership & Rights Suspension00:32:40 Bonus Shares & Capital Effects00:34:01 Statutory Filings & Stamp Duty00:37:14 Background to Redomiciliation00:40:26 Legal Identity Continuity00:42:05 Scope & Eligible Types00:43:38 Eligibility Criteria00:45:16 Solvency & Protections00:47:18 Application Form Essentials00:48:28 Foundational Documents00:50:07 Foreign Law Legal Opinion00:53:09 Financials & Board Certificate00:54:46 Process & Approval00:56:25 Post-Redomicile Filings00:59:44 Debentures Obligations01:01:20 Taxation & Stamp Duty01:02:53 Transition & Records01:04:29 Sectoral Regulators01:06:06 ClosingCharltons 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 social media:LinkedIn: https://linkedin.com/company/2995759/Facebook: https://facebook.com/charltonsInstagram: https://instagram.com/charltonslaw/Youtube: https://www.youtube.com/@charltons-lawRumble: https://rumble.com/c/c-1647355

Relive Legalink's Fintech Group webinar on UK-focused crypto litigation and investigations, moderated by Julia Charlton of Charlton's Law in Hong Kong. David Bowman, Legal Director at Weightmans, examines the legal status of crypto assets under English law, landmark cases from AA v Persons Unknown to recent fraud recoveries, and forthcoming regulatory developments including stablecoin frameworks and ETNs in 2026. Steve Sandford, Partner at CyXcel, covers practical tracing of illicit transactions, blockchain forensics, AI-enhanced investigations, and threats such as cross-chain crime and quantum computing.Discover expert insights into crypto property rights, jurisdictional challenges, asset recovery tactics, and global cooperation against ransomware and scams. Essential viewing for legal, compliance, and fintech professionals in the digital asset space.#CryptoLaw #UKFintech #DigitalAssetsTimecodes:0:00 Introduction & Global Crypto Context 6:04 Speaker Introductions 6:04 Crypto Assets Defined & Market Facts 10:16 Key Terminology Explained 13:44 UK Legal Foundations 18:58 Law Commission & Digital Assets Bill 20:47 Landmark Crypto Cases 36:25 Enforcement & Regulatory Roadmap 40:08 Investigations Landscape 45:57 Cross-Chain Obfuscation 50:01 Core Tracing Methods & OSINT 56:00 AI Tools & DeFi Challenges 1:02:03 Emerging Threats (Quantum, Privacy) 1:07:15 Recovery Strategies & Case Studies 1:09:49 Q&A: International Cooperation 1:13:34 UK Regulation Pace 1:18:00 Blockchain Traceability & AI 1:25:10 Developer Duties & DAOs 1:30:09 Stablecoin Peg Compliance 1:27:38 Closing OutlookCharltons 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 social media:LinkedIn: https://linkedin.com/company/2995759/Facebook: https://facebook.com/charltonsInstagram: https://instagram.com/charltonslaw/Youtube: https://www.youtube.com/@charltons-lawRumble: https://rumble.com/c/c-1647355

This webinar recording provides an overview of the Hong Kong Stock Exchange Listing Rule changes that took effect on 4 August 2025, including the introduction of the tiered initial public float thresholds and the new initial free float requirement. It also explains the key amendments to IPO share allocation and pricing mechanisms, and other consequential Hong Kong Stock Exchange Listing Rule updates.The session further discusses the Hong Kong Stock Exchange’s further consultation on the public float regime, including the proposed ongoing public float thresholds, disclosure requirements, and consequences of significant public float shortfalls.#HKEX #HKEXListingRules #PublicFloat #IPOAllocationReforms #HKEXConsultationPaper#HKEXOpenMarketTimecodes:0:00 Context & Market Backdrop1:42 Adopted Proposals3:19 Tiered Float Thresholds4:57 Scope & Instruments6:49 Float Calculation Revisions10:06 Overseas Listings & DRs11:22 Revised “Public” Definition13:00 Float Disclosure Rules14:36 Minimum HK Listing Portion16:07 New Free Float Requirement19:19 Ongoing Float Proposals22:29 H-Share Ongoing Rules24:03 Transitional Arrangements25:35 No Waivers & OTC27:06 Disclosure Framework31:50 Breach Handling34:58 Shortfall Criteria38:18 Enforcement Powers39:55 Takeovers & Relief41:28 IPO Allocation43:08 Clawback Mechanisms48:08 Other Amendments49:53 Valuation & NoticesCharltons 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 social media:LinkedIn: https://linkedin.com/company/2995759/Facebook: https://facebook.com/charltonsInstagram: https://instagram.com/charltonslaw/Youtube: https://www.youtube.com/@charltons-lawRumble: https://rumble.com/c/c-1647355

This 22 September 2025 webinar describes Hong Kong's Virtual Asset Trading Platform (VATP) licensing regime under the Hong Kong Anti-Money Laundering Counter-Terrorist Financing Ordinance (AMLO) and Hong Kong Securities and Futures Ordinance (SFO). It outlines the scope of the regime, licence application requirements, and ongoing obligations including token reviews and AML compliance.2025 updates to the regime include a streamlined application process, the ability to provide staking services subject to conditions, and more stringent custody protocols.#HongKongVATPLicensingRegime2025 #SFCVirtualAssetStakingAndCustodyUpdates #CryptoTradingPlatformComplianceObligations #SFC #HongKongVATPs #AMLO #SFOTimecodes:0:00 Overview and Dual-Regime Framework 1:58 AMLO Licensing Scope and Active Marketing Prohibition 3:40 What Counts as a VATP and Service Scope Limits 5:22 Virtual Asset Definition and Exclusions 6:49 SFO Licensing Triggers and Offshore Marketing Ban 8:45 Regulatory Materials and Eligibility for Licensing 10:37 Financial Resources and Responsible Officers 12:05 Ownership, Fit-and-Proper Tests, and Manager-in-Charge 15:38 MIC Oversight, Premises Approval, and Record-Keeping 17:24 Streamlined Licensing and External Assessments 21:09 Licence Conditions, Reporting, and Service Changes 23:01 Token Admission Governance and Ongoing Monitoring 24:43 Due Diligence and Retail Token Admission Criteria 28:21 Retail Access Controls and Stablecoin Policy 30:01 Investor Segmentation and Qualified Corporate PIs 31:52 Product Restrictions and Prohibited Activities 33:40 Client Onboarding, Knowledge, and Suitability 37:07 Disclosures and Transparency Requirements 38:52 Custody Structure and Core Controls 42:21 August 2025 Custody Enhancements 44:24 Third-Party Wallet Oversight and Readiness 46:16 Compensation Arrangements and Coverage 48:04 AML/CFT Obligations and Travel Rule 50:04 Audit, Financial Reporting, and Approvals 51:36 Notifications and Regulatory Filings 53:32 Staking Services Conditions and Fund Participation 55:19 Continuous Professional Training Requirements 56:16 AMLO Offences for Non-Securities Virtual Assets 57:06 SFO Offences for Security Tokens and Offers 59:00 Disciplinary Powers and Court Remedies 1:00:16 Closing RemarksCharltons 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 social media:LinkedIn: https://linkedin.com/company/2995759/Facebook: https://facebook.com/charltonsInstagram: https://instagram.com/charltonslaw/Youtube: https://www.youtube.com/@charltons-lawRumble: https://rumble.com/c/c-1647355

This 19 September 2025 webinar describes directors' liabilities and disclosure duties for directors of Hong Kong Stock Exchange-listed companies. It outlines SFO and Companies Ordinance requirements, directors' fiduciary duties, and HKEX Listing Rules' requirements for announcements on dividends, appointments, and share issuances. Enforcement covers Market Misconduct Tribunal sanctions and HKEX powers such as trading halts.2025 developments include Listing Rule changes and a public float consultation. Inside information criteria, safe harbors, and systems for compliance are described.#HKDirectors #HKEXListingRules #SFOCompliance #DirectorsDuties #HKEX #SFC #DirectorsTrainingTimecodes:0:00 Framework and Scope of Directors’ Responsibilities1:41 Statutory, Regulatory, and Common Law Duties3:22 Guidance Materials and Directors’ Core Obligations5:06 Standards of Skill, Care, and Diligence6:40 HKEX Disciplinary Powers and Sanctions8:26 Public Float and Section 214 Disqualification10:15 Director Contact Details and Announcement Basics11:41 Timely Results and Corporate Changes Announcements13:20 Director/CEO Appointment Disclosures and INED Requirements15:08 Assessing INED Independence16:45 Ongoing Independence Confirmation and Company Secretary Standards19:50 Waivers, Compliance Advisers, and Senior Changes21:18 Continuous Disclosure on Directors and Senior Management22:58 Share Capital Changes and Next Day Disclosure24:52 5% Threshold Events and Monthly Returns28:00 Public Float, Pre-vetting, and Circulars31:13 Financial Reporting and Distribution Timelines33:03 Preliminary Results, Suspensions, and Audit Opinions34:45 Board Governance and Voting Restrictions36:08 Shareholder Protections and Dealing Codes37:44 Inside Information: Definition and Disclosure Duty39:20 Specificity, Public Knowledge, and Materiality40:53 Timing, Escalation, and Holding Announcements42:29 Safe Harbours and Confidentiality Preservation44:22 Waivers, Officer Liability, and Systems of Control45:46 Profit Warnings, Alerts, and Transaction Completion49:14 Enforcement, Penalties, and MMT Orders52:17 False Market, Enquiries, and Trading Halts53:42 Trading Suspensions and Exchange DirectionsCharltons 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 social media:LinkedIn: https://linkedin.com/company/2995759/Facebook: https://facebook.com/charltonsInstagram: https://instagram.com/charltonslaw/Youtube: https://www.youtube.com/@charltons-lawRumble: https://rumble.com/c/c-1647355

Moderated by Julia Charlton, co-chair of Legalink’s Fintech Group, the webinar discussed 2025 U.S. digital asset regulation shifts with speakers Jordan Yeagley (Buchanan, Ingersoll & Rooney) and Joe Basrawi (Carter Ledyard).Yeagley outlined the U.S. Department of Justice’s move from “regulation by prosecution” to rules-based guidance, targeting fraud and embezzlement in crypto while deprioritizing regulatory violations unless willful. The DOJ closed misaligned investigations and disbanded its cryptocurrency enforcement team. A Strategic Bitcoin Reserve was established by executive order, with states like New Hampshire following, though not yet statutory. The Clarity Act proposes classifying “digital commodities” separate from securities, shifting oversight from the SEC to the CFTC.Basrawi detailed the Genius Act (Senate) and Stable Act (House), offering a federal license for stablecoin issuers to bypass state patchwork. Smaller issuers (less than $10B) under the Genius Act can choose federal or state-certified rules; larger ones must follow federal regulations. Both require 1:1 U.S. dollar or Treasury reserves, allow non-bank issuers, and may create “synthetic banks.” The Stable Act bans stablecoin interest and enforces stricter state rules, while the Genius Act is more flexible, requiring legislative alignment. Stablecoins are excluded from securities classification under the Genius Act.The U.S. aims to lead global crypto policy, impacting markets trading with it. Interoperability and federal preemption remain unresolved, but stablecoins may soon transform institutional trade, with consumer adoption slower.#CryptoRegulation #StablecoinLegislation #USFintechTimecodes:0:00 - Introduction & Webinar Overview3:39 - DOJ’s New Crypto Enforcement Approach15:16 - DOJ Policy in Action: Case Studies18:26 - Strategic Bitcoin Reserves: National & State21:32 - Clarity Act: Redefining Digital Assets30:34 - US Crypto Reset: Genius & Stable Acts39:46 - Stablecoins: Market Impact & Policy Goals46:50 - Genius Act Deep Dive: Licensing & Reserves57:21 - Compliance Challenges for Stablecoin Issuers1:00:03 - Genius vs. Stable Act: State vs. Federal1:08:47 - Q&A: Legislative Timelines & Politics1:17:12 - Q&A: Stablecoins in Commerce & Banking1:21:14 - Q&A: Global Impact & Regulatory Harmony1:30:21 - Q&A: SEC vs. CFTC & Interoperability1:35:51 - Conclusion & Future OutlookCharltons 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 social media:LinkedIn: https://linkedin.com/company/2995759/Facebook: https://facebook.com/charltonsInstagram: https://instagram.com/charltonslaw/Youtube: https://www.youtube.com/@charltons-lawRumble: https://rumble.com/c/c-1647355

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 #ListingRulesTimecodes: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 ConclusionCharltons 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 social media:LinkedIn: https://linkedin.com/company/2995759/Facebook: https://facebook.com/charltonsInstagram: https://instagram.com/charltonslaw/Youtube: https://www.youtube.com/@charltons-lawRumble: https://rumble.com/c/c-1647355

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 #PublicFloatRequirementsTimecodes: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 AdjustmentsCharltons 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 social media:LinkedIn: https://linkedin.com/company/2995759/Facebook: https://facebook.com/charltonsInstagram: https://instagram.com/charltonslaw/Youtube: https://www.youtube.com/@charltons-lawRumble: https://rumble.com/c/c-1647355

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 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 social media: LinkedIn: https://linkedin.com/company/2995759/ Facebook: https://facebook.com/charltons Instagram: https://instagram.com/charltonslaw/ Youtube: https://www.youtube.com/@charltons-law Rumble: https://rumble.com/c/c-1647355

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 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 social media: LinkedIn: https://linkedin.com/company/2995759/ Facebook: https://facebook.com/charltons Instagram: https://instagram.com/charltonslaw/ Youtube: https://www.youtube.com/@charltons-law Rumble: https://rumble.com/c/c-1647355

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. Read more: https://www.charltonslaw.com/hong-kongs-proposed-company-re-domiciliation-regime/ #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 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 social media: LinkedIn: https://linkedin.com/company/2995759/ Facebook: https://facebook.com/charltons Instagram: https://instagram.com/charltonslaw/ Youtube: https://www.youtube.com/@charltons-law Rumble: https://rumble.com/c/c-1647355

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. Read more: https://www.charltonslaw.com/hong-kong-law/listing-mineral-companies-on-the-hong-kong-stock-exchange/ #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 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 social media: LinkedIn: https://linkedin.com/company/2995759/ Facebook: https://facebook.com/charltons Instagram: https://instagram.com/charltonslaw/ Youtube: https://www.youtube.com/@charltons-law Rumble: https://rumble.com/c/c-1647355

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 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 social media: LinkedIn: https://linkedin.com/company/2995759/ Facebook: https://facebook.com/charltons Instagram: https://instagram.com/charltonslaw/ Youtube: https://www.youtube.com/@charltons-law Rumble: https://rumble.com/c/c-1647355

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 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 social media: LinkedIn: https://linkedin.com/company/2995759/ Facebook: https://facebook.com/charltons Instagram: https://instagram.com/charltonslaw/ Youtube: https://www.youtube.com/@charltons-law Rumble: https://rumble.com/c/c-1647355

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 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 social media: LinkedIn: https://linkedin.com/company/2995759/ Facebook: https://facebook.com/charltons Instagram: https://instagram.com/charltonslaw/ Youtube: https://www.youtube.com/@charltons-law Rumble: https://rumble.com/c/c-1647355

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 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 social media: LinkedIn: https://linkedin.com/company/2995759/ Facebook: https://facebook.com/charltons Instagram: https://instagram.com/charltonslaw/ Youtube: https://www.youtube.com/@charltons-law Rumble: https://rumble.com/c/c-1647355

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 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 social media: LinkedIn: https://linkedin.com/company/2995759/ Facebook: https://facebook.com/charltons Instagram: https://instagram.com/charltonslaw/ Youtube: https://www.youtube.com/@charltons-law Rumble: https://rumble.com/c/c-1647355

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 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 social media: LinkedIn: https://linkedin.com/company/2995759/ Facebook: https://facebook.com/charltons Instagram: https://instagram.com/charltonslaw/ Youtube: https://www.youtube.com/@charltons-law Rumble: https://rumble.com/c/c-1647355

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