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... 

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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

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

Requirements Regarding Control Over Mining Assets

A mineral company seeking listing on the Exchange must be able to demonstrate that it has the right to actively participate in the exploration for and / or extraction of resources either through control over a majority (by value) of the assets in which it has invested together with adequate rights over the exploration for and / or extraction of resources; or adequate rights arising under arrangements acceptable to the Exchange, which give it sufficient influence in decisions over the exploration for and/or extraction of the resources. Control is normally taken to mean an interest of more than 50% ... More: Requirements Regarding Control Over Mining Assets

Acquisition of Exploration Project or Joint Venture Partnership

A discipline review of exploration projects or the acquisition of a joint venture interest involving only a geological team focuses on the identification of exploration potential or "blue sky" of the property or properties being acquired. The review may or may not involve a site visit by the due diligence team. A site visit is recommended if the acquisition is by a public company and will be deemed material by the regulators …More: Acquisition of Exploration Project or Joint Venture Partnership