Popular Posts

A review of the Hong Kong Stock Exchange and IPO market in the year of 2010

Now we’re in the middle of 2011. A lot of people wonder how did the Hong Kong IPO market perform in the year of 2010. Below I’ve extracted the section “The Year 2010 in Review” from HKEx’s factbook. It gives some intereting figures and statistics.
The HKEx markets achieved a sustainable recovery in the second year [...]

Hong Kong IPO – A list of acceptable overseas jurisdictions

The Hong Kong Stock Exchange has formally ruled that the following overseas jurisdictions are acceptable as an issuer’s place of incorporation.

Australia
Bermuda
Brazil
British Virgin Islands
Canada – Alberta
Canada – British Columbia
Canada – Ontario
Cayman Islands
Cyprus
France
Germany
Guernsey
Isle of Man
Italy
Japan
Jersey
Luxmbourg
People’s Republic of China
Singapore
United Kingdom
United States of American – California, State of
As a general note, Cayman Islands, Hong Kong and the PRC are [...]

Hong Kong IPO listed companies minimum public float requirement

What is the minimum public float requirement of a Hong Kong listed company?
At least 25% of the issuer’s total issued share capital must at all times be held by the public. Where the issuer has one class of securities or more, the total securities of the issuer held by the public at the time of [...]

Hong Kong IPO main board listing requirements – profit / market / capitalisation / revenue / cash flow test

I have represented underwriters and issuers in initial public offerings (IPO) in Hong Kong on many occasions. In this article, I give an overview of the key financial listing requirements in relation to listing on the main board of the Hong Kong Stock Exchange.
A new listing applicant must satisfy either the profit test or the [...]

Incorporation of a Hong Kong company limited by shares as a special purpose vehicle (spv) or holding company

Some clients I work with require the incorporation of a Hong Kong limited company in the process of their private equity, M&A or capital markets investments. I have helped a lot of clients incorporate such company which is mainly used as a special purpose vehicle (SPV) or a holding company. In this article, I discuss [...]

Confidentiality agreement or NDA – restricted use of confidential information

This is another post on NDA. I wrote a post on return or destruction of confidential information not long ago. This post is on restricted use of confidential information.
I have only a few points to make.
1. Normally, Seller will be disclosing confidential information not just to Buyer, but also to Buyer’s Representatives. Representatives may include [...]

Confidentiality agreement or NDA – return or destruction of confidential information

Let’s talk about confidentiality agreement (aka non-disclosure agreement or NDA) in this post – specifically on the clause relating to return or destruction of confidential information. There may be a confidentiality clause in a term sheet, but in this post, we are focusing on NDAs.
You will almost definitely see a clause relating to return or [...]

Venture capital lawyer or law firm recommendation and referral

I have written a lot of posts on this website about venture capital funding and have received a lot of emails from readers thanking me for such great help – some on the posts I wrote, on advice I gave them through emails, and on the Askventure.com cap table which they can download free from [...]

What are demand and piggyback registration rights in a venture capital investment?

This article discusses the two types of registration rights that you will find in a typical venture capital financing – demand registration rights and piggyback registration rights.
Why do you need to register your shares?
Skipping all the legal nonsense and jargon, if you want to sell shares of a company on a stock exchange in the [...]

Sample liquidation preference clause in a typical venture capital term sheet

I get asked a lot for a sample clause on liquidation preference used in a typical venture capital term sheet. So, I’ve put together an all-in-one sample clause here for your reference. The good thing about this sample clause is that it covers or can be modified to cover the scenarios of
(1) participating preferred with a [...]