Clinton Morrow

On 29 October 2021, Hong Kong’s Securities and Futures Commission (the “SFC”) released its consultation conclusions1 (the “Consultation Conclusions”) on (i) the conduct requirements for Hong Kong bookbuilding and placing activities in equity capital market and debt capital market transactions; and (ii) the HKEx “sponsor coupling” rules to require at least one overall coordinator to…

On 19 November 2021, Hong Kong’s Independent Commission Against Corruption (the “ICAC”) charged four individuals with conspiracy to defraud The Stock Exchange of Hong Kong Limited (the “HKEX”), Main Board-listed Asia Resources Holdings Limited (“Asia Resources”), and its board of directors and shareholders for concealing or failing to disclose a “backdoor listing” agreement when placing…

In her keynote address at Hong Kong’s FinTech Week, “Fintech: Metamorphosis of the financial industry”,1 Ms. Julia Leung provided a welcome update on Hong Kong’s regulatory approach to Fintech and the SFC’s latest thinking on Hong Kong crypto regulation. Ms. Leung, the Hong Kong SFC’s Deputy Chief Executive Officer and Executive Director (Intermediaries), noted the…

In October 2021, Hong Kong’s Securities and Futures Commission (SFC) reprimanded and fined two sponsors – Ample Capital Limited (Ample)1 and Yi Shun Da Capital Limited (Yi Shun Da Capital)2 – for their respective breaches of their sponsor due diligence obligations on two separate Hong Kong listing applications. In both cases, the sponsor was found…

The Stock Exchange of Hong Kong (the “HKEX”), released its Consultation Paper on Special Purpose Acquisition Companies1 (the “Consultation Paper”) in September 2021 which invited market participants to submit written responses to the Consultation Paper. Charltons, on behalf of Alliance Capital Partners Limited, Altus Capital Limited, Anglo Chinese Corporate Finance, Limited, Frontpage Capital Limited, Oriental…

I. SPACS BACKGROUND AND INTRODUCTION TO HONG KONG SPACS The Stock Exchange of Hong Kong Limited, a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited (the HKEX) published a consultation paper on 17 September 2021 to seek market feedback on proposals to create a listing regime for special purpose acquisition companies (“SPACs”) in Hong…

On 2 September 2021, the Singapore Exchange (SGX) announced1 new rules to enable Special Purpose Acquisition Companies (SPACs) to list on the Mainboard of Singapore Exchange Securities Trading Limited (SGX Mainboard). The rules took effect on 3 September 2021, making the SGX the first exchange in Asia to allow SPAC listings. Singapore first considered allowing SPACs to…

On 17 August 2021, Hong Kong’s Securities and Futures Commission (the SFC) published its quarterly report1 for the period April to June 2021. The main highlights include: Listing and Takeovers – a total of 120 new listing applications (five from companies with weighted voting rights (WVR) structures and 14 from pre-revenue biotech companies) were vetted…

On 10 August 2021, the Hong Kong Securities and Futures Commission (“SFC”) published its Consultation Conclusions1 on its proposals to introduce (1) an investor identification regime for the Hong Kong securities market (“HKIDR”) and (2) an over-the-counter securities transactions reporting regime (“OTCR”) for shares listed on the Stock Exchange of Hong Kong (“HKEX”). The introduction…

On 21 May 2021, Hong Kong’s Financial Services and Treasury Bureau (the FSTB) published its Consultation Conclusions on legislative proposals to enhance anti-money laundering and counter-terrorist financing (AML/CTF) regulations in Hong Kong1 (Consultation Conclusions) in respect of Hong Kong dealers in precious metals and stones (DPMS). These Consultation Conclusions are made in response to the…

On 26 February 2021, the High Court dismissed the application by Bolina Holding Co., Ltd. (Bolina) for leave to apply for judicial review of the decision of the Listing Review Committee of the Stock Exchange of Hong Kong Limited (HKEX) on 4 November 2020 to cancel the company’s listing for failure to satisfy the conditions…

On 20 May 2021, the Stock Exchange of Hong Kong Limited (the HKEx) published conclusions to its consultation on review of the Listing Rules relating to disciplinary powers and sanctions1 (the Consultation Conclusions). The HKEx received diverse views, with a majority of respondents agreeing with most of the proposed changes to the HKEx’s disciplinary regime.…