Charltons’ Memberships and Affiliations – legal

Charltons’Memberships and Affiliations – legal

Charltons maintains an association with Boase Cohen & Collins in Hong Kong and is a member of the international legal network Legalink. 

   

Charltons’ Memberships and Affiliations

 Useful links of legal, mining and natural resources

consultation Papers and conclusions

Consultation paper on new listing rules for mineral and exploration companies and Consultation Conclusions on new listing rules for mineral companies ...  More: consultation Papers and conclusions

Frequently asked questions about listing mineral companies on the HKEx

HKEx Listing Rule Requirements relating to Notifiable Transactions, Connected Transactions, Mineral Companies, Issues of Securities and Corporate Governance Code... More: Frequently asked questions about listing mineral companies on the HKEx

HKEx Guidance Letters in relation to the listing of mineral companies

HKEx Guidance Letters in relation to the listing of mineral companies

HKEx Listing Decisions relating mineral and oil and gas companies

HKEx Listing Decisions relating mineral and oil and gas companies

Publications and announcements regarding HKEx listed mineral companies

Listing Decisions, Guidance Letters, Frequently Asked Questions, Consultation Papers ... More: Publications and announcements regarding HKEx listed mineral companies

Shares in respect of Hong Kong listed companies

In respect of a book closure, the Listing Rules require an issuer to publish a notice of the closure of its transfer books or register of members in respect of securities listed in Hong Kong at least six business days (i.e. five clear business days) before the closure in the case of a rights issue, or 10 business days before the closure in other cases... More: Shares in respect of Hong Kong listed companies

Company Matters, Corporate Governance and Directors and Officers

A listed company must publish an announcement as soon as practicable in regard to any proposed alteration of its memorandum or articles of association or equivalent documents. A listed company must make an announcement where the listed company intends to change the place of its registered office, agent for service of notifications, share registrar (including any overseas branch share registrar), secretary, or compliance adviser... More: Company Matters, Corporate Governance and Directors and Officers

Disclosure of notifiable transactions, connected transactions and other transactions

Unless it has received an exemption, a listed issuer is expected to make an announcement in relation to any connected transaction or notifiable transaction it has entered into. The Listing Rules also impose a general disclosure obligation in respect of financial assistance exceeding certain financial thresholds made by a listed company to any entity (or guarantees given on behalf of that entity) which is not a subsidiary of the listed company. Such disclosure must include details of the financial assistance provided , the nature of the transactions, the identity of the debtor group, interest rate, repayment terms and collateral... More: Disclosure of notifiable transactions, connected transactions and other transactions

Chapter 18 of Listing Rules

Pursuant to Listing Rule 18.09, a mineral company proposing to acquire or dispose of assets which are solely or mainly mineral or petroleum assets as part of a relevant notifiable transaction must comply with the provisions of the Listing Rules relating to notifiable transactions and connected transactions, and is expected to make an announcement in relation to proposed transaction... 

More: Chapter 18 of Listing Rules

On-Going Announcement Requirements for Listed Companies

Listed mineral companies are bound by the various provisions of the Listing Rules which impose an obligation on issuers to publish announcements in a wide range of situations. Issuers are required to publish announcements electronically on the Exchange’s website through its e-submission system and on their own websites. Listed mineral companies are additionally bound by the provisions of Chapter 18 of the Listing Rules... 

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Publicity Requirements during Listing Process

Mineral companies are expected to adhere to requirements in relation to publicity during the listing process.  Under the Listing Rules, all publicity materials released in Hong Kong relating to an issue of securities by a new listing applicant must be reviewed by the Exchange before release and must not be released until it has confirmed that it has no further comments... More: Publicity Requirements during Listing Process

Pre-IPO Submission on Suitability for Listing

Pre-IPO submissions are our preferred method for commencing the listing process, particularly in relation to mineral companies which have not yet reached production and will be seeking to take advantage of a waiver from the financial tests for listing under the Exchange Listing Rules... More: Pre-IPO Submission on Suitability for Listing

Advising on Restructuring and Holding Structures

Charltons regularly advises on group restructuring in preparation for listing on the Exchange including spin-offs, demergers and insolvencies.  Pre-IPO reorganisation affords applicants the opportunity to restructure the overall group as desired.  A restructuring mineral company should be aware that it will no longer be defined as a “Mineral Company” under the Listing Rules if less than 25% of its total assets, revenue or operating expenses are connected to the exploration and/or extraction of natural resources... More: Advising on Restructuring and Holding Structures

Director's and Shareholders' Disclosure Obligations of Listed Mineral Companies

The Directors and shareholders of Hong Kong listed resource companies are subject to a series of continuing disclosure obligations. These include a continuing obligation to disclose interests in shares, price sensitive information, and information in relation to issues governed by Chapter 18 of the Listing Rules... More: Director's and Shareholders' Disclosure Obligations of Listed Mineral Companies

Advising mineral company directors

Charltons advises mineral company directors on their responsibilities derived from, The Hong Kong Stock Exchange Listing Rules ("Listing Rules"), including the Code on Corporate Governance Practices (the "Code") and the Model Code for Securities Transactions by Directors of Listed Companies contained therein and summarised here; Common law and applicable legislation, including the Companies Ordinance and the Securities and Futures Ordinance ("SFO"); The Code on Takeovers and Mergers and the Code on Share Repurchases; The directors' Declaration and Undertaking to the Hong Kong Stock Exchange ("Exchange"); and The Companies Registry's Guide on Directors' Duties... More: Advising mineral company directors

Mining Spin-Offs

Mining Spin-Offs can potentially give rise to a number of unique issues.  The board and senior management team of the spun-off company may be required to establish to the Exchange’s satisfaction that, taken together, they have a minimum of 5 years’ experience relevant to the exploration and/or extraction activity that the spun-off mineral company is pursuing. Members of the parent company’s Board and senior management are likely to have to join the spun-off entity... More: Mining Spin-Offs