Real Estate Investment Trusts (REITs)
Hong Kong solicitors advising on REIT establishment, SFC compliance, property acquisitions, and trustee arrangements with 37+ years of expertise.
Our Real Estate Investment Trusts (REITs) Services
REIT Establishment and Structuring
- Advising on the structuring of new REITs including the selection of appropriate holding structures and SPV arrangements
- Preparing trust deeds, management agreements, and property management contracts
- Advising on SFC authorisation requirements and the application process
- Structuring the initial property portfolio and advising on asset eligibility under the SFC Code
- Coordinating with financial advisers on IPO structuring and pricing
- Advising on tax-efficient structures for Hong Kong and cross-border REIT portfolios
SFC Code Compliance
- Advising REIT managers and trustees on ongoing compliance with the SFC Code on Real Estate Investment Trusts
- Preparing and reviewing circular disclosures, announcements, and periodic reports
- Advising on distribution requirements and the calculation of distributable income
- Monitoring compliance with investment restrictions, gearing limits, and diversification requirements
- Advising on the implications of SFC Code amendments and regulatory developments
- Handling SFC enquiries and responding to regulatory correspondence
Property Acquisitions and Disposals
- Acting on the acquisition of properties and property portfolios for REIT vehicles
- Conducting legal due diligence on target properties including title, encumbrances, tenancies, and regulatory compliance
- Advising on valuation requirements and the appointment of independent valuers
- Preparing and negotiating sale and purchase agreements and ancillary transaction documents
- Advising on unitholder approval requirements for significant acquisitions and disposals
- Coordinating completion mechanics across multiple properties and jurisdictions
Trustee Arrangements
- Advising on the appointment, duties, and powers of REIT trustees
- Preparing and negotiating trust deeds that comply with SFC Code requirements
- Advising trustees on their fiduciary obligations and potential liability
- Handling trustee changes including the appointment of successor trustees
- Advising on the role of the trustee in property acquisition, financing, and disposal transactions
- Reviewing trustee reporting obligations and ensuring compliance with disclosure requirements
Connected Party Transactions
- Advising on the identification and classification of connected party transactions under the SFC Code
- Preparing circular disclosures and obtaining unitholder approvals for connected party transactions
- Advising on the requirements for independent financial adviser opinions
- Structuring transactions to minimise connected party issues while achieving commercial objectives
- Advising REIT managers on their obligations regarding conflicts of interest
- Handling SFC notifications and waivers in connection with connected party matters
REIT Restructuring and Listing
- Advising on the restructuring of existing REIT portfolios including asset swaps, mergers, and spin-offs
- Handling applications for listing of REIT units on the Hong Kong Stock Exchange
- Advising on the HKEX Listing Rules as they apply to listed REITs
- Preparing listing documents including offering circulars and prospectuses
- Advising on ongoing listing obligations including continuous disclosure and price-sensitive information
- Handling delisting and privatisation transactions
Our Approach
Integrated Real Estate and Regulatory Expertise
Proactive Compliance Management
Efficient Transaction Execution
Asia-Pacific Reach
