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Commercial Advisory

The establishing, managing and growing of a business will surely require a strategic focus in order to identify and to handle challenges and opportunities. At ONC Lawyers, our specialised corporate and commercial lawyers can help you to achieve your commercial goals in compliance with the relevant rules and regulations.

Our Corporate & M&A team provides advice on all forms of commercial activities to support our clients’ day-to-day and tactical business activities over a wide range of sectors and related regulatory regimes. Our expertise includes drafting and reviewing commercial agreements, advising and preparing documents on tenders, advising on corporate governance, business and investment structuring and business risk management.

If you would like to know more about our Corporate & M&A practice or how we can help your business, please contact us at (852) 2810 1212 or at cc@onc.hk.

Please refer to our articles in ‘Knowledge’

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Hong Kong Takeovers and Mergers Panel decision: Preliminary offer announcement must expressly allow offeror to deduct a final dividend from the offer price
The Takeovers and Mergers Panel (the “Panel”) has made a ruling on 30 September 2019 in relation to a referral by the Takeovers Executive of the Securities and Futures Commission (the “SFC”) under the Codes on Takeovers and Mergers and Share Buy-backs (the “Takeovers Code”). In this particular case, the Panel was asked to consider whether Broadford Global Limited (“Broadford”) is permitted under the terms of its possible mandatory general offer for the H Shares in Dalian Port (PDA) Company Limited (the “Company”) to deduct the final dividend approved by shareholders of the Company from its offer price.
Intra-group dealings in listed company shares after closing of share buy-back by general offer – possible application of Rule 25 of the Codes of Takeovers and Mergers
The Code on Share Buy-backs (“Share Buy-backs Code”) stipulates that a listed company may only engage in 4 types of share buy-back, one of which is share buy-back by general offer (“SBBGO”). Under rule 5 of the Share Buy-backs Code, certain rules of the Codes of Takeovers and Mergers (“Takeovers Code”) will normally apply to SBBGO, including Rule 25 of the Takeovers Code.
When would the Court interfere with company directors’ refusal to register transfer of shares?
The Hong Kong Companies Ordinance (Cap 622) (“CO”) provides for a shareholder’s statutory right to have shares transfer to be registered. Section 151 of the CO states that: (1) “The transferee or transferor of shares in a company may lodge the transfer with the company. (2) Within 2 months after the transfer is lodged, the company must either— register the transfer; or send the transferee and the transferor notice of refusal to register the transfer. (3) If a company refuses registration, the transferee or transferor may request a statement of the reasons for the refusal. (4) If a request is made under subsection (3), the company must, within 28 days after receiving the request— send the person who made the request a statement of the reasons; or register the transfer.” (emphasis added) Where a company refuses to register a transfer of shares, section 152(1) of the CO may be invoked by the transferor and/or transferee to apply to the court for an order to have the transfer registered by the company. Under section 152(2) of the CO, a court may disallow the refusal and order that the transfer be registered forthwith by the company if it is satisfied that the application is well founded. In practice, Hong Kong courts have proved very reluctant to invoke section 152 of the CO and intervene in the exercise of directors’ discretion concerning the registration of share transfers. In Ngan Kwing Sun v Top Well Industrial Ltd [2019] HKCFI 3096, the Court of First Instance (“CFI”) decided to interfere with the company’s decisions to refuse registration of transfer of shares and held that the Plaintiff’s applications for registration under section 152 of the CO are well-founded.
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