Overview
Carlton has substantial experience in Hong Kong equity capital markets transactions. He regularly represents issuers, sponsors, overall coordinators, and underwriters in HK IPO, covering a wide range of corporate structures, including VIE arrangements and dual listings, as well as various listing regimes, including listings of specialist technology companies under Chapter 18C of the Listing Rules. He advises listed issuers on secondary equity transactions, including private placements, top-up placements, and block trades. Carlton also represents international financial investors and financial institutions in their investments in new economy sectors, covering pre-IPO investment, cornerstone investment, and PIPE transaction governed by the Hong Kong Listing Rules.
He is regularly engaged to address complex or novel regulatory issues arising from listing applications, providing practical and solution-oriented advice to help issuers and sponsors achieve successful outcomes. Carlton works closely with issuers and sponsors from the early stages of IPO preparation, delivering clear analysis and strategic guidance on due diligence, listing document preparation, navigating complex regulatory requirements, and responding articulately and effectively to HKEX enquiries. Clients particularly appreciate Carlton’s strong technical capability and his ability to deliver innovative and practical solutions to sophisticated regulatory matters, while consistently aligning them with the client’s business objectives.
In addition, Carlton provides ongoing advice to HK-listed companies on corporate governance and regulatory compliance under the HKEX Listing Rules and the Securities and Futures Ordinance. He advises on HKEX and SFO requirements, helps clients respond to post‑vetting enquiries, and provides clear, actionable guidance on disclosure and regulatory communications. Prior to joining Dorsey, Carlton practiced in a leading London-headquartered multinational law firm and a leading international law firm with strong Asia-Pacific roots.
Carlton has also contributed to industry‑wide regulatory discussions, including representing the Asia Securities Industry & Financial Markets Association (ASIFMA) and its member institutions in providing feedback on the HKEX SPAC Rules Consultation Paper, and contributing to practitioner resources on Hong Kong listed‑company disclosure obligations.
Experience
Initial Public Offerings
- CITIC Securities (Hong Kong) Limited, CMBC International Capital Limited, Guotai Junan Capital Limited, SPDB International Capital Limited and BOCOM International (Asia) Holdings Limited: Advised the joint sponsors, CITIC Securities (Hong Kong) Limited, CMBC International Capital Limited, Guotai Junan Capital Limited, SPDB International Capital Limited and BOCOM International (Asia) Holdings Limited, the joint sponsor-overall coordinators, CLSA Limited, CMBC Securities Company Limited, Guotai Junan Securities (Hong Kong) Limited, SPDB International Capital Limited and BOCOM International Securities Limited and the underwriters, with the listing of Deepexi Technology Co., Ltd. on the Hong Kong Stock Exchange under Chapter 18C (Specialist Technology Company regime) raising approximately HK$710 million. *
- Beijing Xunzhong Communication Technology Co., Ltd.: Advised the issuer on its listing on the Hong Kong Stock Exchange raising approximately HK$412 million. (dual-listed on the NEEQ and the HKEX). *
- K Cash Corporation Limited: Advised the issuer on its listing on the Hong Kong Stock Exchange raising approximately HK$236 million. *
- Star Plus Legend Holdings Limited: Advised the issuer on its listing on the Hong Kong Stock Exchange raising approximately HK$538.2 million. *
- Adtiger Corporations Limited: Advised the issuer on its listing on the Hong Kong Stock Exchange raising approximately HK$129 million. *
- China Everbright Capital Limited: Advised the sole sponsor and five underwriters in connection with the initial public offering of Homeland Interactive Technology Ltd. on the Hong Kong Stock Exchange in 2019 raising approximately HK$424 million. *
- LH Group Limited: Advised the issuer on its listing on the Hong Kong Stock Exchange raising approximately HK$220 million. *
- China Energy Engineering Corporation Limited: Advised the issuer on its listing on the Hong Kong Stock Exchange raising approximately US$1.8 billion H-share. *
- Xinte Energy Co., Ltd: Advised the issuer on its listing on the Hong Kong Stock Exchange raising approximately US$166 million. *
Corporate Investment Transactions
- Trafigura Group Pte. Ltd.: Advised its wholly owned subsidiary, Trafigura Hong Kong Limited, on its HK$32.8 million PIPE investment in Aquila Acquisition Corporation. *
- LG Chem, Ltd.: Advised its US$150 million cornerstone investment in Tianqi Lithium Corporation. *
- Guotou Investment Management Co., Ltd.: Advised the fund (with Guotou Investment Management Co., Ltd. as the general partner and the Ministry of Finance of the People’s Republic of China and State Development & Investment Corporation as limited partners) on its HK$118 million cornerstone investment in Laekna, Inc. *
- Guoan (Hong Kong) Holdings Limited: Advised its wholly-owned investment holding company, Road Shine Developments Limited, on its US$115 million cornerstone investment in Jiangxi Bank Co., Ltd. *
Secondary Equity Transactions
- Xinte Energy Co., Ltd.: Advised on the company’s PN15 spin-off application for its RMB 1.137 billion infrastructure public REITs listing on the Shanghai Stock Exchange, obtained approval. *
- Xinte Energy Co., Ltd.: Advised on the company's proposed issuance of no more than 300,000,000 A shares on the Shanghai Stock Exchange Main Board and related matters. *
- Zheneng Capital Investment (Hong Kong) Limited: Advised on its HK$1.243 billion acquisition of H-shares in China Zheshang Bank Co., Ltd. through block trades. *
- Xinte Energy Co., Ltd.: Advised on the company's directional issuance through a specific mandate of RMB 1.2 billion domestic shares to TBEA Co., Ltd. *
- Xinte Energy Co., Ltd.: Advised on the simultaneous 1) specific mandate issuance of RMB 2.298 billion domestic shares to TBEA Co., Ltd. and 2) general mandate placement of HK$1.034 billion H shares through placing agent China International Capital Corporation Hong Kong Securities Limited under Rule 144A. *
- Fonterra Co-operative Group Limited: Advised on its RMB 2.53 billion disposal of Fonterra’s China farms to China Youran Dairy Group Limited in 2021. *
- LH Group Limited: Advised on its HK$128 million acquisition of 100% equity interest in Triple Brilliant Development Limited and Tremendous Luck Restaurant Limited. *
- Cheung Kong Property Holdings Limited, CK Hutchison Holdings Limited, CK Infrastructure Holdings Limited, and Power Assets Holdings Limited: Advised on the related companies’ A$7.408 billion acquisition of 100% equity interest in the ASX-listed DUET Group. *
Hong Kong Listed Company Regulatory Compliance
- H-share Companies: Xinte Energy Co., Ltd., Luzhou Bank Co., Ltd. *
- A+H-share Company: China Energy Engineering Corporation Limited. *
- Red-chip Companies: K Cash Corporation Limited, Star Plus Legend Holdings Limited, Dadi International Group Limited. *
- NEEQ+H-share Company: Beijing Xunzhong Communication Technology Co., Ltd. *
* Experience occurred prior to joining Dorsey.