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    Connected transactions

    Lawyers in Charltons regulatory and securities practice regularly advise listed companies on connected transactions issues under the Hong Kong Listing Rules. We provide an insightful and highly personalised service to clients, and aim to deliver legal advice on this complex subject in plain language.

    We advise on the various categories of “connected persons” (including senior executives and substantial shareholders and non-wholly-owned subsidiaries) and “connected transactions” (both capital and revenue nature transactions, and both one-off transactions or continuing transactions). We provide guidance to listed companies on their obligations in respect of particular connected transactions, including disclosures in announcements and annual reports, shareholders’ approval, and annual review by independent non-executive directors and auditors (in the case of continuing connected transactions). We also advise on specific exemptions and waivers from all or some of the connected transaction requirements for specific categories of connected transactions.

    For connected transactions that fall within the scope of the Hong Kong Listing Rules, we can assist in preparing submissions to the Stock Exchange where appropriate, as well as coordinating the preparation of announcements, circulars, notices of shareholders’ meetings and other documents.

    Clients receive high impact advice from multidisciplinary lawyers with broad transactional and regulatory experience. Our team has wide experience across capital markets, corporate finance, M&A and commercial transactions, as well as in dealing with the SFC, the Hong Kong Stock Exchange and other regulatory and governmental bodies in Hong Kong.

    In addition to advising on specific connected transaction issues, Charltons also provides training to the boards of both listing applicants and listed companies on their on-going obligations and changes to the regulatory and compliance frameworks.

     

     

    What are connected transactions ?

    Connected transactions, in general, involve transactions between a group of companies (including the company listed on Stock Exchange and the connected persons; and transactions between a group and third parties that may confer benefits to connected persons.

    Transactions

    A transaction in relation to an issuer, whether or not it is of a revenue nature in the ordinary and usual course of business, includes:

    1. the acquisition or disposal of assets including deemed disposals;
    1. any transaction involving a listed issuer writing, accepting, transferring, exercising or terminating an option to acquire or dispose of assets or to subscribe for securities;
    1. entering into or terminating finance leases;
    1. entering into or terminating operating leases or sub-leases, including those of properties;
    1. granting an indemnity or a guarantee or providing financial assistance;
    1. entering into any arrangement or agreement involving the formation of a joint venture entity in any form, such as a partnership or a company, or any other form of joint arrangement;
    1. issuing new securities;
    1. the provision of or receipt of services;
    1. sharing of services; and
    1. providing or acquiring raw materials, intermediate products and finished goods.

    Connected transactions

    Connected transaction includes :

    1. any transaction between a listed issuer and a connected person, including acquisition or disposal of interest in a company;
    1. financial assistance;
    1. indemnity or guarantee or providing financial assistance by an issuer to and/or for the benefit of a connected person or any company which is a commonly held entity; and
    1. granting of security over the assets of a listed issuer in respect of any financial assistance made to the listed issuer by a connected person or any company which is a commonly held entity.

    Acquisition or disposal of interest in a company

    Acquisition or disposal of interest in a company includes a transaction between a listed issuer and a person who is not a connected person, and the transaction involves:

    1. the listed issuer acquiring or disposing of an interest in a company where a substantial shareholder of that company is, or is proposed to be, a controller or is (or will become as a result of the transaction) an associate of a controller. The Stock Exchange may aggregate the interests of any person and his associates in determining whether together they are a “substantial shareholder” of any company.  Where assets (as opposed to businesses) account for 90% or more of such a company’s net assets or total assets, the Exchange will treat the acquisition or disposal of such assets as a connected transaction and an acquisition or disposal of an interest in that company;
    1. the listed issuer acquiring an interest in a company (or an option to acquire such interest) of which a controller (or an associate of a controller) is, or will become, a shareholder where the interest being acquired is:
    • of a fixed income nature;
    • shares to be acquired on less favourable terms than those granted to the controller or its associate; or
    • shares which are of a different class from those held by, or to be granted to, the controller or its associate.
    1. a controller (or an associate of a controller) subscribing on specially favourable terms shares in a company in which the listed issuer is a shareholder; or
    1. a controller (or an associate of a controller) subscribing shares in a company in which the listed issuer is a shareholder but which are of a different class from those held by the listed issuer.

    香港马会特码生肖资料:Connected transactions

    Hong Kong Listing Rules

    Connected persons

    Connected transactions issues under Hong Kong Listing Rules for listed companies

    Hong Kong connected transactions

    Hong Kong connected persons definition

    Hong Kong transactional and regulatory legal advice

    Stock Exchange Listing Rules

    Related party transaction

    Acquisition of interest in a company

    Disposal of interest in a company
    Transaction between a listed issuer and a connected person
    Connected persons regulations

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  • 让每一所乡村学校都“美”得有特点、“优”得有亮点 2019-03-25
  • 人民日报社黑龙江分社 2019-03-25
  • 美元短线拉升 随后回吐涨幅 2019-03-19
  • 人民网专访中国中小企业协会副会长、一带一路工作委员会主任商世伟 2019-03-19
  • 候选企业:神州优车集团 2019-03-17
  • 广西百色贫困山区经济社会发展现状调研报告 2019-03-17
  • 邻邦扫描:自卫队训练情报员讲中文 越军列装二手韩国战舰 2019-03-10
  • 欧宝将会在今年推出全新GT概念车 2019-03-08
  • 你轻信老伴四两枕边话?[微笑] 2019-03-08
  • 以保法治反腐公信力,以保中国社会普正义。 2019-03-06
  • 新时代 新担当 新作为 2019-03-06
  • 2017地方领导留言板APP2.0 2019-03-05
  • 《魔兽世界》怀旧服开荒时间最长的三大团队副本 2019-03-03
  • 新闻中心给记者留下美好记忆 2019-02-28
  • 中国和巴基斯坦将合拍电影《天路》 2019-02-28