Reverse Takeovers in Hong Kong

Charltons has deep experience of “reverse takeovers” under the Hong Kong Listing Rules. We can advise and assist clients on structuring transactions and consult the Hong Kong Stock Exchange where appropriate for guidance as to whether a particular transaction will be treated as a reverse takeover or subject to any enhanced disclosure standard or other conditions.

Reverse takeovers transactions in Hong Kong invariably give rise to complicated legal and regulatory issues, often involving a new listing application, a very substantial acquisition and connected transactions under the Hong Kong Listing Rules, as well as whitewash waiver applications to the SFC under the Takeovers Code. Our multidisciplinary lawyers have wide experience across M&A, IPOs, capital markets, corporate finance and compliance, as well as in dealing with the SFC, the Hong Kong Stock Exchange and other regulatory and governmental bodies in Hong Kong. Julia Charlton, was a member of the Listing Committee of the Hong Kong Stock Exchange from 2012 – 2018 serving the maximum permitted continuous term of six years. Julia Charlton was also appointed to SFC’s Takeovers Panel and Takeovers Appeals Panel in October 2005 and continues to serve on these panels. This experience gives us crucial insights into the complexities of reverse takeovers under the Hong Kong Listing Rules, as well as an understanding of how regulators in Hong Kong operate. We provide an insightful and highly personalised service to clients, delivering legal advice on complex issues in plain language.

Where the Hong Kong Stock Exchange treats a listed issuer proposing a reverse takeover as if it were a new listing applicant, Charltons can also draw on its long experience of bringing companies to the Hong Kong market and guiding applicants the complex qualifications for listing on the Main Board and GEM, in order to provide high impact advice to clients.