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    Establishing funds

    Charltons has significant experience in advising fund managers and promoters on the domicile, structuring, establishment and marketing of their investment funds in Hong Kong and overseas. Our lawyers provide an insightful and highly personalised service, delivering high impact, smart and practical advice.

    We advise on all forms of fund vehicles, including limited liability companies, umbrella funds, protected cell or segregated portfolio companies, limited liability partnerships and unit trusts. We also advise on a variety of fund structures, including open-ended and closed-end funds, master / feeder structures, fund of funds, offshore funds and hedge funds.

    Charltons has worked on funds across the full spectrum of asset classes, including listed stocks, fixed income and derivative securities, property, natural resources, private equity, venture capital, and distressed debt. We have also advised on a range of fund strategies including long / short, arbitrage and socially responsible investing.

    We help both local and international fund managers to structure and launch investment funds in Hong Kong. We will advise on the applicable regulatory framework and suggest structures, selling restrictions and other solutions that will enable funds and fund managers to avoid SFO authorisation and prospectus registration. In the case of retail and other non-exempt funds, we will assist with the application for authorisation of the fund in Hong Kong under the SFO.

    We have an in-depth understanding of the key legal and commercial points in the capital-raising process and have considerable experience in advising on development of fund terms and negotiations with anchor investors. We will prepare information memoranda and subscription agreements, draft and negotiate the investment management, custodian, administration and other service agreements, and prepare corporate resolutions and other launch documents.

    We have extensive knowledge in creating and structuring offshore funds, with experience of setting up both simple and complex hedge fund structures in a variety of jurisdictions including the Cayman Islands, the British Virgin Islands and Bermuda.

    Charltons also understands the complexities and challenges of cross border investment product offerings. Charltons works with a network of law firms worldwide and frequently instructs local counsel and coordinates multi-jurisdictional legal advice on international fund offerings, offering a single point of contact and integrated legal advice to the client. This network allow us to coordinate with experienced lawyers worldwide to deliver timely and cost-effective solutions, particularly regarding fund selling restrictions and tax issues in overseas jurisdictions.

    Charltons has significant experience in advising fund managers on establishing funds, fund vehicles and capital raising, in Hong Kong and overseas.

     

    Key regulations that govern investment funds in Hong Kong

    Open-ended funds

    The Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong (“SFO”) prohibits offers of collective investment schemes# (“CIS”) to the public of Hong Kong unless the offer is within an express exemption (for example, if it is limited to professional investors) or the CIS has been authorised by the SFC and the relevant offer document containing the offer has been approved by the SFC.

    The rules relating to the authorisation of a CIS are incorporated in the non-statutory Code on Unit Trust and Mutual Funds (“UT Code”). In determining whether to authorise a fund which intends to offer its products to the Hong Kong public, the SFC considers the acceptability of:

    • the fund’s legal form and structure;
    • the fund’s key operating parties, including the fund manager and the trustee/custodian;
    • the fund’s operational features, e.g. dealing frequency, valuation, etc.;
    • the fund’s investment nature and compliance with the relevant requirements of the UT Code;
    • the disclosure quality of the fund’s offering document; and
    • the fund’s compliance with the UT Code’s post-authorisation obligations, e.g. notice period for fee increases, pricing errors, etc.

    Depending on the structure of the fund and the level of compliance with the UT Code, the SFC may also consider other factors that are relevant to a specific fund application.

    The SFC requires a CIS applying for authorisation to nominate a person resident in Hong Kong for the SFC’s approval of such person for the purpose of being served by the SFC with notices and decisions for the CIS and any related marketing documents.

    Closed-ended funds

    As a general policy, a closed-ended fund is permitted by the SFC to be offered to the public under the UT Code, subject to additional conditions and requirements set out in the UT Code including, inter alia, that it will seek a listing, and remain listed, on The Stock Exchange of Hong Kong Limited (and will therefore be subject to Chapter 20 of the Listing Rules). 

    #“Collective investment scheme” is broadly defined in Schedule 1 to the Securities and Futures Ordinance (SFO) to mean investment products of a collective nature. Many investment products offered in Hong Kong are CIS. Common types of CIS familiar to investors include, for example, mutual funds and unit trusts, mandatory provident fund schemes and real estate investment trusts.

    Charltons has significant experience in advising fund managers regarding establishing funds, fund vehicles and capital raising, in Hong Kong and overseas.

    2017年特码生肖诗:Establishing funds in Hong Kong

    Fund vehicles

    Capital raising

    Capital raising process in Hong Kong

    Advice on fund vehicles in Hong Kong

    Capital raising in Hong Kong

    Hong Kong fund vehicles

    Legal advice creating and structuring offshore funds

    Cross border investment product offerings

    Fund selling restrictions and tax issues in overseas jurisdictions

    Launch investment funds in Hong Kong

    Cap. 571 of the Laws of Hong Kong
    Code on Unit Trust and Mutual Funds UT Code
    Raising capital for business
    Ways to raise capital

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  • 苹果高管驳斥iPhone计划报废说 iOS 12就是证据 2019-05-07
  • 热门楼盘趁势而入迎热销 红六月正式上线 ——凤凰网房产天津 2019-04-29
  • 国家税务总局:国地税改革进入具体实施操作阶段 2019-04-28
  • 习近平关于生态环境保护的十个精妙论述 2019-04-28
  • 生态环境部严厉打击转移倾倒固体废物及危险废物 2019-04-27
  • 马克思的每个人全面而自由发展,是人的最高需求层次理论。 2019-04-22
  • 空调还装墙壁上?聪明人都是往这里装,好看又省地 ——凤凰网房产 2019-04-22
  • 这下就真的更加坐实你的老蚕了,所有网友都是见证!想赖都赖不掉了。 2019-04-20
  • 空姐,到底要不要漂亮?-光明时评 2019-04-18
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  • 中国石油呼和浩特石化公司获第十二届人民企业社会责任奖年度环保奖 2019-04-07