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A Hong Kong Corporate Finance Law Firm
0www.charltonslaw.com
Charltons’ extensive experience in Hong Kong corporate finance
makes us uniquely qualified to provide a first class legal service
Extensive initial public offering and listing experience
Representative offices in Shanghai, Beijing and Yangon
“Boutique Firm of the Year” awarded to Charltons by Asian Legal
Business for the years 2002, 2003, 2006, 2007, 2008, 2009, 2010,
Charltons
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Business for the years 2002, 2003, 2006, 2007, 2008, 2009, 2010,
2011, 2012, 2013, 2014 and 2015
“Corporate Finance Law Firm of the Year in Hong Kong” awarded to
Charltons in the Corporate INTL Magazine Global Award 2014
“Hong Kong's Top Independent Law Firm” awarded to Charltons in
the Euromoney Legal Media Group Asia Women in Business Law
Awards 2012 and 2013
“Equity Market Deal of the Year” awarded to Charltons in 2011 by
Asian Legal Business for advising on the AIA IPO
Excellent links and networks with law firms worldwide.
Julia Charlton was named a “Leading Lawyer” by Asia Law &
Practice for the years 2002, 2003, 2004, 2005, 2006, 2007, 2008,
2009, 2010, 2011, 2012, 2013, 2014 and 2015.
“Asian Restructuring Deal of the Year” 2000 awarded to
Charltons by International Financial Law Review for their work
Charltons
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Charltons by International Financial Law Review for their work
with Guangdong Investment Limited.
Finalist for China Law & Practice’s “Deal of the Year (M&A)”
2007 for their work on Zijin Mining Group Co Ltd.’s bid for
Monterrico Metals plc.
Practice Areas
Hong Kong capital markets
Corporate and commercial
Securities
Mergers and acquisitions
Investment funds: China and offshore
Practice Areas
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Derivatives
Restructuring
Venture capital
Investment
Capital Markets
- Global offerings and GDRs
- IPOs and Placings
- Listing on the Hong Kong, Shanghai, Shenzhen,
London and Luxembourg stock exchanges
Corporate and Commercial
- Mergers and Acquisitions
- Joint ventures
- Stock exchange advisory
- Corporate governance
- Stock options
Mergers and Acquisitions- Hong Kong Code on Takeovers and Mergers- Public offerings- Reverse takeovers- Private acquisitions- Due diligence in China and elsewhere in Asia
Derivatives- Structuring listed and unlisted derivatives- Placings on Hong Kong and Luxembourg listed
warrants and other structured products- Compliance and regulatory
Practice Areas
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- Stock options
- Employment law
Securities
- Compliance and disclosure
- Dealing and advisory authorisations in Hong
Kong and Mainland China
- Options
Investment Funds: China and Offshore
- Authorised and unauthorised funds
- Stock exchange listing (including Hong Kong,
Dublin, London, Cayman, Bermuda stock
exchanges)
- Closed-end and open-ended structures
- Hedge funds
Restructuring- Schemes of arrangement- Workouts- Corporate recovery- Asset injections
Investment- China investment regulations- Structuring a major foreign direct investment projects- Evaluation and due diligence
Private Equity and Venture Capital- Optimum PRC and offshore structures- Preferred stock financing- PRC regulations- Exit Strategies
Team Profile: Julia CharltonJulia Charlton – Partner
Julia, LL.B (1st class Honours), A.K.C (Kings College,London) was admitted as a solicitor in England & Walesin 1985 and has practised as a solicitor in Hong Kongsince 1987.
Julia is a member of the Listing Committee of the StockExchange of Hong Kong Limited and the Takeovers Paneland the Takeovers Appeal Panel of the SFC.
Julia was named a “Leading Lawyer” by Asia Law &
Team Profile: Julia Charlton
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Julia was named a “Leading Lawyer” by Asia Law &Practice for the years 2002, 2003, 2004, 2005, 2006,2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014 and2015.
Julia was named a “Leading Advisor” by AcquisitionInternational for 2013.
Julia was also named the “Capital Markets Lawyer of theYear – Hong Kong” in the Finance Monthly GlobalAwards 2014.
Julia has extensive experience in China work and is aMandarin speaker.
Professional Experience – M&A
Our team is experienced in :
As general counsel, taking the lead in cross-border M&A transactions
Reviewing transaction structures and advising on the relevant legal issues from a HongKong legal perspective
Advising on relevant announcement and disclosure requirements in Hong Kong
Coordinating with professional legal advisers and other advisers (including financial
Professional Experience – M&A
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Coordinating with professional legal advisers and other advisers (including financialadvisers) in relation to issues in other relevant jurisdictions
Conducting due diligence and identifying relevant legal issues on companiesincorporated in Hong Kong and liaising with Chinese lawyers relating to due diligence oncompanies incorporated in China
Professional Experience – M&A
Taking the lead to draft relevant transaction documents and coordinating withprofessional advisers of the relevant jurisdictions in relation to documents governed bynon-Hong Kong law
Negotiating terms and conditions of the transaction and advising in relation to relevantrights and obligations therein
Preparing completion documents and coordinating with professional advisers ofrelevant jurisdictions in relation to completion documents governed by non-Hong Konglaw
Professional Experience – M&A
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law
If applicable, reviewing and commenting on legal opinions prepared by legal advisers ofthe relevant jurisdictions
Attending and coordinating completion in Hong Kong
Attending filings (if applicable) and stamping (if applicable) in Hong Kong
Our recent M&A experience includes :
Advised a Hong Kong listed company on the proposed disposal of a major copper projectin Peru to Glencore International AG
Advised a UK company on the equity swap involving the disposal of coal and anthraciteprojects in Tajikistan for equity interests in Kaisun Energy Group Limited, a Hong Konglisted company
Advised a major PRC State owned mining company listed on the Shanghai and Hong
Recent M&A Experience
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Advised a major PRC State owned mining company listed on the Shanghai and HongKong Stock Exchange on the acquisition of the entire interest of Long Province ResourcesLimited, the owner of gold mining assets in China’s Gansu province
Advised a Hong Kong GEM board listed company in successfully defending a hostiletakeover attempt by a shareholder of the company
Advised the major shareholders of a Hong Kong listed company in connection with arestructuring mandatory unconditional cash offer and reverse takeover
Recent M&A Experience
Advised a major US retailer in connection with acquisition of interests in a PRC and Asianbased online retailer who are engaged in online sales of branded goods
Advised a major Vietnamese group on the acquisition of a Hong Kong holding companyowning five prestigious hotels in Vietnam
Advised a Chinese Mining Consortium on the takeover of Monterrico Metals plc, acompany listed on AIM with mining assets in Peru
Advised a major insurance loss adjuster on the asset and business acquisition of GAB
Recent M&A Experience
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Advised a major insurance loss adjuster on the asset and business acquisition of GABRobins, a group specialising in insurance appraisals in Hong Kong and Taiwan
Advised a major PRC State-owned mining company listed on the Shanghai and HongKong Stock Exchange on its takeover bid for Indophil Resources ML, an Australianpublicly listed company and an explorer and developer of gold and copper-goldopportunities in the Asia-Pacific region, in particular, the Philippines
Recent M&A Experience
Advised a major PRC State-owned mining company listed on the Shanghai and HongKong Stock Exchange on its acquisition of Commonwealth British Minerals Limited, ajoint venture between Avocet Mining Plc and the Tajikistan government to explore,exploit and develop gold deposits and other minerals in Tajikistan
Advised a major PRC State-owned mining company listed on the Shanghai and HongKong Stock Exchange on a possible tender offer to purchase a major gold-copper projectin Chile
Advised a major PRC State-owned mining company listed on the Shanghai and Hong
Recent M&A Experience
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Advised a major PRC State-owned mining company listed on the Shanghai and HongKong Stock Exchange on its acquisition of 60% participation interest in Altynken LimitedLiability Company which engages in gold explorations projects in the Kyrgyz Republic
Professional Experience – IPO
Our team is experienced in advising companies or sponsors in relation to listings on the
Main Board or the GEM Board of the Hong Kong Stock Exchange, and our services include :
As the company’s lawyer :
ο advising the company on the relevant listing requirements in Hong Kong
ο assisting the company to prepare all relevant documents for the listing, including
reviewing the prospectus
assisting the company to prepare for due diligence to be conducted by the
Professional Experience – IPO
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ο assisting the company to prepare for due diligence to be conducted by the
sponsor and the sponsor’s legal adviser
ο conducting directors’ training for the company
ο coordinating with legal adviser of relevant jurisdictions
ο liaising with the Stock Exchange on behalf of the company
Professional Experience – IPO
As the sponsor’s lawyer :
ο advising the sponsor on the relevant requirements under the listing rules in
relation to the sponsor
ο assisting the sponsor to conduct due diligence on the company
ο reviewing due diligence documents and conduct verification of the prospectus
and coordinating with the auditor in relation to verification of financial
information
Professional Experience – IPO
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information
ο preparing all relevant documents (including all confirmations and statement of
interests and responsibility letters) for the sponsor
ο reviewing all documents prepared by the company’s lawyer
Recent IPO Experience
Medicskin Holdings Limited (listed on the
GEM of the HKEx in December 2014,
Charltons acted as the Hong Kong legal
adviser to the company)
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Orient Securities International Holdings
Limited (listed on the GEM of the HKEx in
January 2014, Charltons acted as the
Hong Kong legal adviser to the sponsor)
Recent IPO Experience
Mastercraft International Holdings Limited
(listed on the GEM of the HKEx in July 2012,
Charltons acted as the Hong Kong legal
adviser to the sponsor)
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Branding China Group Limited (listed on
the GEM of the HKEx in April 2012,
Charltons acted as the Hong Kong legal
adviser to the sponsor)
Recent IPO Experience
AIA Group Ltd. (listed on the Main Board of
the HKEx in October 2010, Charltons acted as
the Hong Kong legal adviser to AIG, a
shareholder)
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United Company RUSAL Plc (listed on
the Main Board of the HKEx in January
2010, Charltons acted as the Hong Kong
legal adviser to the controlling
shareholder)
Other IPO Experience
China Titans Energy Technology Group Co.,
Limited (listed on the Main Board of the HKEx
in May 2010, Charltons acted as the Hong
Kong legal adviser to the sponsor)
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Mingfa Group (International) Company
Limited (listed on the Main Board of the
HKEx in November 2009, Charltons acted
as the Hong Kong legal adviser to the
company)
Other IPO Experience
Greens Holdings Limited (listed on the Main
Board of the HKEx in November 2009,
Charltons acted as the Hong Kong legal
adviser to the company)
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China All Access (Holdings) Limited,
• sponsored by Guotai Junan Capital
Limited
• listed on the Main Board of the
HKEx in September 2009, Charltons
acted as the Hong Kong legal
adviser to the sponsor
Other IPO Experience
China Tianyi Fruit Holdings Limited (listed on
the Main Board of the HKEx in July 2008,
Charltons acted as the Hong Kong legal
adviser to the sponsor)
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China High Speed Transmission Equipment
Group Co., Ltd.
• sponsored by Morgan Stanley
• listed on the Main Board of the HKEx in
2007, Charltons acted on behalf of the
company
• with market capitalisation on listing of
approximately HK$2,442,000,000
(US$313,600,000)
Other IPO Experience
Zhejiang Shibao Co., Ltd., (listed on the GEM
of the HKEx in May 2006, Charltons acted as
the Hong Kong legal adviser to the company)
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Fu Ji Food and Catering Services Holding
Ltd. (listed on the Main Board of the
HKEx in December 2004, Charltons
represented the strategic investor)
Other IPO Experience
China Fire Safety Enterprise Group Holdings Ltd. (listed on the GEM of the HKEx inSeptember 2002, Charltons represented the strategic investor)
Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co. Ltd. (listed on GEM of the HKEx inAugust 2002, Charltons acted as the Hong Kong legal adviser to the sponsor)
Tianjin TEDA Biomedical Engineering Co. Ltd. (listed on GEM of the HKEx in June 2002,Charltons acted as the Hong Kong legal adviser to the sponsor)
Zheda Lande Scitech Ltd. (listed on GEM of the HKEx in May 2002, Charltons acted as the
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Zheda Lande Scitech Ltd. (listed on GEM of the HKEx in May 2002, Charltons acted as theHong Kong legal adviser to the company)
TradeEasy Holdings Ltd. (listed on GEM of the HKEx in March 2002, Charltons acted as theHong Kong legal adviser to the company) (it is now renamed as Merdeka ResourcesHoldings Limited)
E. Bon Holdings Ltd. (listed on the Main Board of the HKEx in April 2000, Charltons acted asthe Hong Kong legal adviser to the sponsor)
Great Wall Technology Co. Ltd. (listed on the Main Board of the HKEx in August 1999,Charltons acted as the Hong Kong legal adviser to the company) (the then marketcapitalisation was valued approximately at HK$3,772,890,000)
General Commercial Advice
Advising on general commercial transactions and other general commercial matters
under Hong Kong law
Advising on contracts, including suppliers and customers contracts governed by Hong
Kong law
Advising on employment related matters under Hong Kong law
Advising on proposed restructuring proposals from a Hong Kong legal perspective
General Commercial Advice
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Advising on proposed restructuring proposals from a Hong Kong legal perspective
Drafting / preparing documents in relation to general commercial transactions from a
Hong Kong legal perspective
Giving input on PRC matters and liaising with PRC lawyers on PRC-related matters
Contact Us
Hong Kong Office
12th Floor
Dominion Centre
43 – 59 Queen’s Road East
Hong Kong
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Telephone:
Fax:
Email:
Website:
(852) 2905 7888
(852) 2854 9596
http://www.charltonslaw.com
Other Locations
China
Beijing Representative Office
3-1703, Vantone CentreA6# Chaowai AvenueChaoyang DistrictBeijingPeople's Republic of China100020
Shanghai Representative Office
Room 2006, 20th FloorFortune Times1438 North Shanxi RoadShanghaiPeople's Republic of China200060
In association with:
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Telephone: (86) 10 5907 3299Facsimile: (86) 10 5907 [email protected]
Telephone: (86) 21 6277 9899Facsimile: (86) 21 6277 [email protected]
Myanmar
Yangon Office of Charltons Legal Consulting Ltd
161, 50th [email protected]
Networked with:
