Charltons provides high impact advice to securities dealers on all areas of their operations and through the full life cycle of their businesses.

We help securities dealers to set up and structure their businesses in Hong Kong and assist in the preparation of shareholder and employment agreements. We advise securities dealers on SFC licensing requirements, approval criteria and application procedures. We can advise on whether (and what type of) SFC licence is required in a particular case, whether the experience and qualifications of proposed “responsible officers” are sufficient, and identify other issues that may arise during the application process. We will also coordinate the licensing application process, including assisting corporations to draft business plans and compliance and operations manuals, working with clients to respond to queries raised by the SFC, and preparing applications for exemptions or waivers from particular licensing requirements.

We can also assist licensed securities dealers to draft securities and futures trading agreements, stock borrowing agreements and other contracts with clients. We advise securities dealers on their on-going obligations as licensed persons, providing guidance on the Financial Resources Rules, Client Money Rules and Client Securities Rules, updating compliance manuals, policies and procedures to reflect the evolving Hong Kong regulatory and compliance framework for financial intermediaries, reviewing internal control systems (for example relating to record keeping and staff dealing) and suggesting fixes for identified deficiencies, and assisting in establishing client take on procedures, in particular “know-your-client” and anti-money laundering policies, and procedures to verify professional investor status.

We advise securities dealers on the regulatory implications of offering investment products in Hong Kong. We help clients to structure and launch investment products, advising on the applicable regulatory framework and suggesting structures, selling restrictions and other solutions.

We have a dynamic capital markets practice with extensive experience in negotiating underwriting and placing agreements in connection with IPOs and follow-on offerings on both the Main Board and the Growth Enterprise Market (GEM) of the Hong Kong Stock Exchange. Our M&A team can also advise on restructurings of financial groups involving securities and futures businesses, add-on acquisitions or disposals, and due diligence on target companies.

Charltons can also assist securities dealers in relation to SFC investigations, enforcement and disciplinary matters. Our experience includes advising SFC licensed corporations on misconduct by employees and advising financial intermediaries on potential unauthorised selling of investment products and carrying on “regulated activities” without proper licensing.

We provide an insightful and highly personalised service to clients, and aim to deliver legal advice on complex issues in plain language.