Legal innovation for you.
We have a strong client focus and provide more than just legal advice. We strive to add value and support to our clients in every transaction or venture they embark on.
We provide professional advisory services for both public and private companies in merging and acquiring assets and companies.
We emphasize the need of planning and efficiency, and we regularly advise our local and international corporate clients on legal matters relating to cross-border and cross-jurisdictional mergers and acquisitions, complex joint ventures, sale and purchase of assets, and corporate management. We also help to handle matters regarding sale and purchase of Hong Kong, Mainland China, and other foreign corporations, due diligence, planning and restructuring, private equity, venture capital, capital withdrawals, direct investment, joint venture arrangement, contractual joint venture (especially for PRC investment), drafting of various agreements including but not limited to shareholders’ agreement, management agreement, distribution agreement, agency agreement and board resolution.
We have recently advised Shenzhen Investment Holdings Co., Ltd., a state-owned enterprise of the People’s Republic of China, on its acquisition of 66.69% of the total number of issued shares in a Hong Kong listed company Hopewell Highway Infrastructure Limited (“HHIL”) (stock code: 737) from another Hong Kong listed conglomerate Hopewell Holdings Limited (stock code: 54), and the general offer extended to the other shareholders of HHIL for a total consideration of HK$14.8 billion.
Other significant M&A deals include advising TeleEye Holdings Limited (now known as CircuTech International Holdings Limited) (Stock Code: 8051) on the sale of 50.07% shares by the controlling shareholders and the mandatory general offer for acquisition of all the issued shares for a total consideration of HK$460 million, and advising an investment special purpose vehicle managed by Hundreds Capital, a Beijing based private equity firm with investments primarily in the PRC, on its acquisition of an aggregate of 21.74% of the total limited partnership interest in Hundreds One Fund Limited Partnership (“HOF”), representing a total capital contribution of US$50 million in HOF, from CNCB (Hong Kong) Investment Limited etc.
We are experienced in advising clients on the Main Board and the Growth Enterprise Market (GEM) Listing Rules and regulatory compliance, and have rich experience in handling compliance matters for some of the very significant clients.
In relation to regulatory compliance, we provide service in areas which include acquisition and disposition of assets, shares, businesses and companies, investigation and enquiry by the Securities and Futures Commission (SFC), notifiable transactions under the Securities and Futures Ordinance (SFO), documentation, notices, circulars, announcements, and disciplinary proceedings involving listed companies etc.
We have advised CIMC-TianDa Holdings Company Limited (“CIMC-TianDa”) (Stock code: 445) on its major and connected transactions in relation to a capital increase of CIMC Finance Company Ltd., for a consideration of approximately RMB150 million, acquisition of 10% equity interest in Shenzhen CIMC Huijie Supply Chain Co., Ltd for a consideration of RMB$10 million and acquisition of 5% of the equity interest in Shenzhen CIMC Tongchuang Supply Chain Co., Ltd for a consideration of RMB$10 million. In addition, we are advising CIMC-TianDa on its very substantial acquisition in relation to acquisition of 100% equity interest in Shanghai Jindun Special Vehicle Equipment Co., Ltd. for a consideration of RMB381.8 million, which is subject to the approval of the shareholders of CIMC-TianDa in its extraordinary general meeting.
Capital Markets (ECM & DCM)
We represent sponsors, underwriters, listed companies in placing, rights issue, block trade, and other capital and debt financing activities. We are assisting Charoen Pokphand Financial Investment Limited in its subscription of convertible bonds of Lamtex Holdings Ltd. (Stock code: 1041) in principal amount of HK$243 million.
We also assist clients in the listing of securities and derivative products of companies on the Main Board and the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (“IPO”), handle pre-IPO matters such as preliminary financing and restructuring, as well as to liaise with the HKEX regarding the suitability for listing on behalf of the clients.Furthermore, we specialise in advising sponsors on Listing Rules and compliance matters, and to liaise with regulatory bodies on their behalf.
Banking & Finance
We advise across a broad spectrum of legal banking and finance matters, acting for parties ranging from banks, finance providers, to corporate entities and other global banking and finance arena participants.
Our firm is experienced in providing legal advice on day-to-day banking and finance issues for issuers, underwriters, lenders and borrowers. We advise on complex high value and cross-border banking and finance transactions for financial institutions and corporations, and are experienced in a wide range of debt and equity transactions in the global capital markets, these include securitizations,debt issuances, covered, convertible, exchangeable, taxable and tax-exempt bonds, dim sum bonds, structured products, and equity-linked issuances etc.
Seamless Services in Greater Bay Area
The Belt And Road Initiative, development of the Greater Bay Area and Qianhai Free Trade Zone, increasing cross-border investment activities inside and outside china – particularly Shenzhen and Hong Kong, has increased the demand for in-depth legal services. Our team has international law firm backgrounds, extensive network and in-depth experience dealing with cross-border matters. Through our professional presence in Hong Kong and our close and strong Association with a top law firm in Guangdong – the Hong Kong branch of China Commercial Law Firm, we have the capabilities to provide one-stop legal services on cross-border issues, especially in the Guangdong-Hong Kong-Macau Greater Bay Area and Qianhai Free Trade Zone, including cross-border investment, mergers and acquisitions, overseas merger and acquisitions, overseas financing, dispute resolution and other commercial legal services. One-stop service enables our clients to conduct all kinds of business investment activities without worry.
Headquartered in Shenzhen, China Commercial Law Firm is one of the largest comprehensive law firms in China, with more than 800 professional staff and a wide range of clients including multinational companies in the fortune 500. As an “Outstanding Law Firm in China”, China Commercial Law Firm is also the only law firm in Shenzhen that has won the title of “Shenzhen Top Brand” many times. Its comprehensive service and outstanding achievements interlinks with our business and achievements, resulting in a strong and tight Association.
Over the years, the firm has also established contacts with law firms in the United States, the United Kingdom, Canada, France, South Korea, the British Virgin Islands, Taiwan, Macao and other countries or regions, and often deals with clients’ cases together with lawyers from different jurisdictions.
Initial Coin Offerings
Initial Coin Offering, Token Sale or Coin sales (ICO) is an innovative new way of raising capital for project based ventures. Hong Kong is becoming a strong ICO hub due to its regulatory systems, business friendly tax system, robust corporate services industry and its proximity to the Chinese cryptocurrency market. L&Y was one of the law firms advising the very first public ICO in Hong Kong on a wide variety of issues including regulatory advisory (e.g. whether the token sale would be considered as a collective investment scheme (CIS), marketing, strategy and technology advisory. L&Y works closely with the client’s team to ensure all aspects of the ICO are catered for in a diligent manner. We believe that our passion for innovation motivates us to deliver considerable added value for our clients and their ICO projects.
We have advised on Project SONM’s ICO, an ICO that have successfully raised a total of US$42million for the development of a secure and cost-effective fog supercomputer designed for general-purpose computing whereby miners all over the world can leverage their idle computer power to become part of the SONM network, replacing the traditional centralized cloud services and providing a platform for rental of computer processing power through the fog.
We have also advised Formosa Financial (FMF) on its ICO, which successfully raised approximately US$23million in May 2018 for the purpose of developing a blockchain based banking system that could offer a more secured, cost effective and efficient system to replace the traditional banking industry. FMF aims to offer one of the first fully-licensed crypto-bank that provides services in crypto-security, treasury management (which includes lending services) and payment services.
Security Token Offering (STO)
Security token offering (STO) is the creation of investment offer where real securities (e.g. stocks, bonds, funds, real estate, investment fund) are tokenized and put on a blockchain. Issuers benefit by having more global investor base, enjoying large scale cost efficiency and lowering future liquidity premium. Our experienced blockchain lawyers understand the related risks of doing business in this uncertain regulatory landscape, and we have a reputation as thought leaders who structure unique transactions.
L&Y offers comprehensive STO legal services, which include regulators compliant STOs under optimal offering structures, analysis for potential legal and regulatory compliance for your token offering, determination and analysis of the characterization of your token, review and advise on your business plan, white paper, website, press releases, marketing and advertising materials, drafting of offering memorandum, legal opinions, KYC and AML legal advice and solutions, post-token offering regulatory compliance, token resale and secondary market (exchange) trading considerations, and providing updates regarding the latest regulatory developments.
Initial Exchange Offering (IEO)
Initial Exchange Offering (IEO) refers to the listing of the tokens directly on the cryptocurrency exchange, eliminating the need to involve an underwriter in the ICO. The procedural simplification allows issuers to use the existing customer base of the cryptocurrency exchange to issue tokens directly, increasing the chances of success. Therefore, we understand the clients’ need for a strong and credible project.
We revise and review whitepapers, provide legal and regulatory support, provide information technology and technical support to develop an IEO website, and provide legal advice and services for marketing and distribution as well as post token sales for our clients. With the use of our broad experience in cryptocurrency, we are capable of meeting client needs in different aspects.
We offer comprehensive and customised legal services to cryptocurrency exchanges in the incorporation and operation of their cryptocurrency exchanges (including both centralised and decentralised exchanges). We have been regularly advising some of the most significant local and international cryptocurrency exchanges from Hong Kong, Singapore, Japan, Korea and China on a wide range of matters, such as company structure, operational concerns, business and legal risks, day-to-day management, and general taxation advices. We currently advises various exchanges for the Regulatory Sandbox recently announced by the Securities and Futures Commission on 1 November 2018.
Our firm is experienced in advising both individual and institutional clients on a wide range of cryptocurrency related matters, ranging from trading, blocktrade, crypto mining to stablecoin.
In relation to trading, we assist clients on the structuring of transactions, sale and purchase of cryptocurrency, implementation of commercial contracts, and advise on the related commercial risks. We provide escrow services, and advise and guide clients through blocktrade so as to minimize the associated risks. We also provide professional advisory services in the structuring of cryptocurrency mining business and the associated tax issues.
Due to the novel nature of Fintech/Techfin, a business may face legal and regulatory uncertainties. At L&Y we are committed to navigating our clients though the legal and regulatory landscape by leveraging our experience with the relevant Hong Kong financial regulations. We offer consultancy services for application for various licences in Hong Kong, including but not limited to the Money Services Operators Licence (“MSO”), the Money Lenders Licence (“MLO”), the Stored Value Facilities Licence (“SVF”), Securities and Futures Commission (“SFC”) Type 1 (dealing in securities), Type 2 (dealing in futures contracts), Type 4 (advising on securities), Type 5 (advising on futures contracts), Type 6 (advising on corporate finance), Type 9 (asset management) and Type 10 (providing credit rating services) license, and The Hong Kong Monetary Authority (“HKMA”) Virtual Bank License. We also advise clients on upgrading conventional SFC licence to include dealing and management of virtual assets, the applicability of the relevant securities, futures, anti-money laundering (“AML”)/ counter terrorism financing and data privacy legislation and regulations
Smart contracts are software implementations of legal contracts. They enhance the efficiency of the contracting process, a streamlined logistics chain and provide a superior level of security. As part of our commitment to innovation, L&Y is proud to offer smart contract legal services to our clients, we have partnered with well renowned developers to deliver legally enforceable customised smart contracts governed by Hong Kong law. We also assist clients in the implementation of cloud system in their businesses in compliance with personal data privacy laws in Hong Kong.
Our firm has a solid understanding of the technology industry. We have experienced technology-focused lawyer in our firm, who can alert tech startup clients on areas that may potentially attract lawsuits, government investigations, and other problematic events that could send the startup into a downward spiral.
We also advise tech startups on a wide range of issues, ranging from company structure, initial operation issues, employment issues, to angel or series A round of fundraising.
We advise on a broad range of fiat and cryptocurrency fund formation, its structure and associated tax issues. Our professional legal service allows fund sponsor, adviser and investor clients to structure funds and investments efficiently and creatively to maximize fund-raising flexibility and opportunities.
The types of fund formation include venture capital, private equity, fund of funds, evergreen, growth equity, and other fund managers from individual angel funds to institutional funds.
At L&Y, we advise our clients on the intellectual properties and technology management strategies to assist our clients in deriving the maximum value from their intellectual property.
Our team possesses extensive experience in intellectual property practice, we offer advisory services on patents, trademarks, copyrights, designs and blockchain etc., and other legal services covering the prosecution, acquisition, licensing and enforcement of intellectual property. Not only is our team experienced in handling contentious intellectual property works, in advising clients in protecting their brand portfolios, and in taking out enforcement actions in Hong Kong, our team is also experienced in commercial intellectual property matters such as the licensing, assignments, non-disclosure agreements.
We also provide legal advice on artificial intelligence (“AI”) related matters, including the intellectual property, assignment, management and transfer of AI, and the discussion of such technology in compliance with security laws and other related laws in Hong Kong, and also assist clients in the implementation of AI into businesses in a legal and secure manner.
Our firm is able to help our clients deal with various contentious matters from general civil dispute to complex financial issues.
We provide legal services and advice in a broad range of civil and commercial litigation matters covering areas such as corporate affairs, shareholder disputes, finance services, investment dispute, banking, breach of contract, and debt of recovery etc. Legal services include providing pre-litigation advice, handling civil proceedings in all levels of courts, hearings and enquiries before statutory bodies and tribunals, judicial reviews, winding-up and bankruptcy proceedings, domestic and international arbitration, and enforcement actions of judgments and awards.
Our litigation services also extend outside the Hong Kong jurisdiction, whereby we assist in foreign cases of all levels, including Privy Council level.We are currently working on a very high-profile shareholders’ dispute that has spanned through over a decade and has proceeded to the Privy Council case.
We offer comprehensive assistance to both individual and institutional clients in dealing with all kinds of regulatory and disciplinary issues in the commercial field.
We advise clients, in particular director of listed companies, on regulatory inquiries and investigations, including investigation work carried out by both Hong Kong and overseas regulators, for example the Securities and Futures Commission (SFC), the Hong Kong Monetary Authority (HKMA) and other regulatory bodies.
We also provide legal assistance and solutions in relation to investigations and disputes arising from insider trading, commercial fraud, asset misappropriation, price rigging and business or white-collar crime.
Data Protection, Privacy & Security
Personal information and data is an increasingly valuable and risky business asset. L&Y is uniquely positioned to assist clients as they strive to keep up with the many international data protection and privacy laws and mitigate the risk of serious data breaches.
L&Y provides highly sophisticated data management, data security and privacy law advice to our clients. Our service areas include compliance programs and policies, data subject access and opposition rights, data security, data loss prevention and data breaches, consumer protection regulation, global data transfer management, lobbying and government liaison.
In addition, the new European General Data Protection Regulation (GDPR) has come into force throughout the European Union on May 25, 2018. The GDPR introduces significant changes and additional requirements, which have a wide-ranging impact on businesses around the world, irrespective of where they operate. L&Y can help your business prepare for the GDPR by providing preliminary assessment on whether the GDPR applies, mapping, assessing and documenting your processing of personal data, analysis of your data sharing contracts, and advice on international transfers.
Companies face new risks and challenges in keeping up with the rapidly evolving antitrust and competition laws.
L&Y covers a comprehensive range of competition and antitrust issues including mergers and clearances, cartels and other anti-competitive agreements, abuse of dominance or market power, market or sector investigations, competition litigation, and antitrust litigation. We provide commercial solutions to clients across the spectrum, from industry incumbents to new market challengers.
General Commercial Matters
We offer comprehensive and tailor-made legal services to industrial and service sectors on a wide range of matters, including formation of business (e.g. partnerships, joint ventures, private limited companies), sale and acquisition of shares, companies, assets or businesses, drafting general commercial agreements (e.g. shareholders agreement, employment contract, license agreement, technology contract), and advising on trust matters.
We provide clients with the professional expertise and resources required to deliver complete escrow services to assure the safe, fair and efficient completion of cryptocurrency transactions. Acting as an independent third party, we will make the necessary arrangements to hold assets in escrow and disburse them only when a predetermined condition is met.
Our range of escrow services include document review, and detailed activity and reporting for all parties based on buyer and seller instructions.
L&Y offers company secretarial services, our services include provision of company services, registered office and annual retainer services, filing of annual returns and other documents for companies incorporated in Hong Kong and other jurisdictions, and nominee services. We also assist clients in the acquisition of shelf companies and incorporation of companies in Hong Kong and other jurisdictions.
L&Y also provides legal translation service. We have extensive experience in the translation of a wide variety of legal documents. Our legal translation professionals have either undergone legal translation training or have extensive working experience in the legal industry, enabling us to the rigorously high standards in the provision of translation work.
Email Fraud (or Email Scams)
Email frauds (or email scams) are commonplace in Hong Kong as an international financial city where money can be transferred without restrictions. For the unfortunate victim, it is a race against time to get the money back before dissipation. L & Y works with the client around the clock to apply for injunction orders and to cooperate with the police with an aim to freezing the bank accounts at the quickest speed. L & Y also has experience in tracing virtual assets e.g. Bitcoins or Ethers with our network with various crypto-exchangesand trading platforms. It should be borne in mind that the need to act quickly remains of paramount importance. L & Y provides legal supportsto deal with the bank and the police. On the other hand, we also assist the innocent clients to defend the criminal changes and to unfreeze the bank accounts in the face of any allegation of involvement in email fraud or email scams.