Job Responsibilities:
1. Major transaction compliance
For each major transaction (such as acquisition, sale, overseas investment, financial assistance, etc.) , make a legal judgment and identify risks;
In accordance with the Hong Kong Stock Exchange's listing rules, independently complete five percentage tests (asset ratio, profit ratio, yield ratio, valuation ratio, and equity ratio);
Accurately define transaction categories (stock transactions, disclosure transactions, major transactions, very substantial sales, very substantial acquisitions and reverse acquisitions, etc.), ensure timely disclosure and issuance of circulars, and ensure compliance with the shareholder approval process;
Avoid regulatory inquiries or even disciplinary action due to transaction classification errors or disclosure delays, and maintain the company's compliance image.
2. Related transaction management
Establish and dynamically maintain a list of company related persons, ensure accurate, complete and real-time update of related party identification;
Perform pricing fairness and procedural compliance review on all transactions involving related parties, ensuring that transaction terms are no less favorable than those that can be obtained from independent third parties;
Ensure related directors and related shareholders legally avoid voting, and the independent shareholder approval process is complete;
Set an annual cap on continuous related transactions and monitor their execution to ensure that the total transaction amount for the year does not exceed the disclosed cap.
3. Disclosure and management of insider information
Review all external announcements, annual reports, half-yearly reports and other regulatory disclosure documents for legal compliance, ensuring that the content is true, accurate and complete, and meets the disclosure requirements of the Listing Rules and the Securities and Futures Ordinance;
Establish and maintain an internal information identification and disclosure process to ensure that major information is disclosed as soon as "reasonably practicable";
Strictly control the scope of knowledge of insider information before its formal disclosure, establish an insider information insider registration and management system, and prevent insider trading and inappropriate leakage;
Cooperate with regulatory agencies in responding to inquiries and investigations, and respond promptly to inquiries from the Stock Exchange and the Securities Regulatory Commission.
4. Other compliance support
Follow up on the latest rule revisions and regulatory guidance from the Hong Kong Stock Exchange, Securities and Futures Commission, etc., assess their impact on the company in a timely manner and propose corresponding countermeasures;
Assist in the preparation of board meetings, shareholders' meetings and related corporate governance matters;
Provide daily compliance consulting and legal training to company management and business departments.
Requirements:
2. 3 to 6 years of experience in listed company legal compliance or law firm capital market-related work, those with experience in the compliance of Hong Kong-listed companies are preferred
3. Proficient in Chapter 14 (Publicly Traded Transactions) and Chapter 14A (Related Transactions) of the Listing Rules, familiar with the Securities and Futures Ordinance and Corporate Governance Code
4. Fluent in Cantonese, Mandarin and English, with excellent skills in writing legal documents in Chinese and English
5. Precise and detailed, with excellent legal analysis, risk identification and communication and coordination skills; able to handle complex compliance issues independently under pressure and complete disclosure obligations on time
