Annual Retainer Services www.charltonslaw.com 0
Disclaimers This presentation is prepared by Charltons (the “ Firm ”) based on the information available to the Firm and not for public circulation. All the information is not independently verified by the Firm. The Firm does not accept responsibility or liability for any loss or damage suffered or incurred by you or any other person or entity however caused (including, without limitation, negligence) relating in any way to this presentation including, without limitation, the information contained in or provided in connection with it, any errors or omissions from it however caused (including without limitation, where caused by third parties), lack of accuracy, completeness, currency or reliability or you, or any other person or entity, placing any reliance on this presentation, its accuracy, completeness, currency or reliability. The Firm does not accept any responsibility for any matters arising out of this presentation. The interpretation of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules”) is subject to the interpretation of the Hong Kong Stock Exchange Limited (the “ Exchange ”) on its own rules and sometimes is inconsistent and changes without notice. As a Hong Kong legal adviser, we are only qualified to advise on Hong Kong law and we express no views as to the laws of any other jurisdictions. 1
Charltons Charltons’ extensive experience in corporate finance makes us uniquely qualified to provide a first class legal service Charltons have representative offices in Shanghai, Beijing and Yangon Charltons was named the “ Corporate Finance Law Firm of the Year in Hong Kong ” in the Corporate Intl Magazine Global Award 2014 “ Boutique Firm of the Year ” was awarded to Charltons by Asian Legal Business for the years 2002, 2003, 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013 and 2014 “ Hong Kong's Top Independent Law Firm ” was awarded to Charltons in the Euromoney Legal Media Group Asia Women in Business Law Awards 2012 and 2013 “ Equity Market Deal of the Year ” was awarded to Charltons in 2011 by Asian Legal Business for advising on the AIA IPO 2
Charltons Excellent links and networks with law firms worldwide. Julia Charlton was named a “ Leading Lawyer ” by Asia Law & Practice for the years 2002, 2003, 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013 and 2014. “ Asian Restructuring Deal of the Year ” 2000 awarded to Charltons by International Financial Law Review for their work with Guangdong Investment Limited. Finalist for China Law & Practice’s “Deal of the Year (M&A)” 2007 for the work on Zijin Mining Group Co Ltd.’s bid for Monterrico Metals plc. 3
Practice Areas Capital markets Corporate and commercial Securities Mergers and acquisitions Investment funds: China and offshore Derivatives Restructuring Venture capital Investment 4
Practice Areas Capital Markets Investment Funds: China and Offshore Global offerings and GDRs - Authorised and unauthorised funds - IPOs and Placings - Stock exchange listing (including Hong Kong, - Listing on the Hong Kong, Shanghai, - Dublin, London, Cayman, Bermuda stock Shenzhen, London and Luxembourg exchanges) stock exchanges Closed-end and open-ended structures - Corporate and Commercial Hedge funds - Mergers and Acquisitions - Joint ventures - Securities Stock exchange advisory - Compliance and disclosure - Corporate governance - Dealing and advisory authorisations in Hong - Stock options - Kong and Mainland China Employment law - Options - 5
Practice Areas Mergers and Acquisitions Restructuring Hong Kong Code on Takeovers and Schemes of arrangement - - Mergers Workouts - Public offerings Corporate recovery - - Reverse takeovers Asset injections - - Private acquisitions - Private Equity and Venture Capital Due diligence in China and elsewhere in - Optimum PRC and offshore structures - Asia Preferred stock financing - Derivatives PRC regulations - Structuring listed and unlisted Exit Strategies - - derivatives Investment Placings on Hong Kong and Luxembourg - China investment regulations - listed warrants and other structured Structuring a major foreign direct investment - products projects Compliance and regulatory - Evaluation and due diligence - 6
Team Profile: Julia Charlton Julia Charlton – Partner Julia, LL.B (1st class Honours), A.K.C (Kings College, London) was admitted as a solicitor in England & Wales in 1985 and has practised as a solicitor in Hong Kong since 1987. Julia is a member of the Listing Committee of the Stock Exchange of Hong Kong Limited and the Takeovers Panel and the Takeovers Appeal Panel of the SFC. Julia was named a “ Leading Lawyer ” by Asia Law & Practice for the years 2002, 2003, 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013 and 2014. Julia was named a “ Leading Advisor ” by Acquisition International for 2013. Julia was also named the “ Capital Markets Lawyer of the Year – Hong Kong ” in the Finance Monthly Global Awards 2014. Julia has extensive experience in China work and is a Mandarin speaker. 7
Scope of Work As legal adviser to Hong Kong listed companies, our scope of work include: Providing legal advice to the Company in relation to its continuing obligations ○ in connection with its listing on the Main Board of the Hong Kong Stock Exchange; Providing legal advice in relation to discloseable and connected transactions; ○ Providing legal advice in relation to commercial and loan transactions ○ 8
The Charltons’ Team Providing legal advice on continuing obligations: prepare or review announcements and circulars in relation to general and specific disclosure obligations advise on financial reporting obligations, including the preparation or review of annual and interim results announcement, and the review of draft annual and interim reports attend annual general meeting of the Company if necessary advise on the corporate governance requirements under the Listing Rules from time to time providing updates on amendments of the Listing Rules from time to time 9
The Charltons’ Team Providing legal advice on discloseable and connected transactions: provide general advice to the Company in relation to discloseable and connected transactions under the Listing Rules fro, a Hong Kong legal perspective review and comment on announcements and circulars in relation to discloseable and connected transactions liaise with legal advisers in other jurisdictions (including PRC lawyers) negotiate with the Company, the printer and the Hong Kong Stock Exchange in relation to the publication of announcements and circulars, if necessary Assist the Company in obtaining approval from the Hong Kong Stock Exchange in relation to its announcements, if necessary 10
The Charltons’ Team Providing legal advice on commercial and loan transactions: provide general advice in relation to the transaction framework from a Hong Kong legal perspective prepare/ review transaction agreements and ancillary documents conduct due diligence on the target company in the proposed acquisition liaise with legal advisers in other jurisdictions (including PRC lawyers), if necessary provide legal opinion for the Hong Kong company in relation to the relevant transactions 11
The Charltons’ Team Charltons’ Team possess the following knowledge and experience: Experienced in transactions in relation to listed companies and Hong Kong legal requirements experienced in Hong Kong and PRC legal matters in relation to the transaction has a sound understanding of the Main Board Listing Rules of the Hong Kong Stock Exchange fluent in Putonghua experienced in mining industries 12
Mergers and Acquisitions Charltons has extensive experience in corporate finance. As your Hong Kong legal adviser, we will be involved in : Drafting, negotiating and advising on all key legal deal documentation Advising on deal structure Coordinating due diligence Coordinating tender processes (in the case of auction sales) Advising on executive and employee compensation, post-closing integration and transition Advising on merger control and antitrust issues Preparing market and regulatory announcements 13
Our M&A Experience Our recent M&A experience include : Advising a HK listed company on the proposed disposal of a major copper project in Peru to Glencore International AG Advising a UK company on the equity swap involving the disposal of coal and anthracite projects in Tajikistan for equity interests in Kaisun Energy Group Limited, a HK listed company Advising a major PRC State owned mining company listed on the Shanghai and HK Stock Exchange on the acquisition of the entire interest of Long Province Resources Limited, the owner of gold mining assets in China’s Gansu province Advising a HK GEM board listed company in respect of successfully defending a hostile takeover attempt by a shareholder of the company Advising the major shareholders of a HK listed company in connection with a restructuring mandatory unconditional cash offer and reverse takeover 14
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