Read our news and resources section to keep abreast of changes within the legal and compliance sector, including regulatory updates.
The Securities and Futures Commission (SFC) published its Consultation Conclusions on Offline Requirements Applicable to Complex Products (Conclusions).
The SFC announced its strategic framework for the development of green finance in Hong Kong.
The SFC issued the Consultation Conclusions on Proposed Amendments to the (1) Guideline on Anti-Money Laundering and Counter-Terrorist Financing (Current Guideline) and (2) Prevention of Money Laundering and Terrorist Financing Guideline Issued by the Securities and Futures Commission for Associated Entities (Guideline for AEs).
On 10 October 2018, the Chief Executive Carrie Lam released the 2018 Policy Address, in which she put forward various proposals which aim to benefit employees in Hong Kong.
The SFC and the UK’s Financial Conduct Authority (FCA) issued a memorandum of understanding on 8 October 2018 establishing a bilateral framework for mutual recognition of cross-border fund offerings to retail investors in the UK and Hong Kong (UK-HK MRF).
At a recent luncheon with the Hong Kong Investment Funds Association, Ashley Alder, Chief Executive Officer of the Securities and Futures Commission (SFC), gave an update on the SFC’s strategy for the Hong Kong asset management industry.
Hong Kong’s New Tax Regime Comes Into Force - Significant Implications For Intellectual Property Owners
With the growing importance of intellectual property (IP) as one of the key drivers to profitability, the ownership and use of IP within multinational corporate groups are coming under increasing scrutiny.
The Securities and Futures Commission (SFC) issued a circular highlighting both deficiencies and good practices observed in relation to anti-money laundering and counter financing of terrorism (AML/CFT) compliance by licensed corporations (LCs) and associated entities (AEs).
The Hong Kong Competition Commission (Competition Commission) filed its third legal action with the Hong Kong Competition Tribunal (Competition Tribunal) against three decoration contractors – Kam Kwong Engineering Company Limited (Kam Kwong), Goldfield N & W Construction Company (Goldfield), and Pacific View Engineering Limited (Pacific View), and two individuals in connection with the provision of decoration services to the owners of a newly constructed residential estate in Kowloon (Application).
The Securities and Futures Commission (SFC) announced that agreement had been reached with the China Securities Regulatory Commission (CSRC) to implement the investor identification model for Stock Connect Northbound trading (NB Investor ID Model) on 17 September 2018. This will apply to Northbound trading under both the Shanghai-Hong Kong Stock Connect and the Shenzhen-Hong Kong Stock Connect.
Warning on the provision of margin financing in the guise of investments. A circular regarding arrangements which might involve a licensed corporation (LC) assisting unlicensed persons to provide securities margin financing (SMF) in the guise of investments.
Hong Kong - SFC Circular Warning Asset Managers On Margin Financing Activities Disguised As Investments: Wider Market Implications
The Securities and Futures Commission said in a circular issued earlier this month that it believes some licensed corporations carrying out asset management may have assisted “unlicensed affiliates or third parties” to provide securities margin financing in the guise of investments and notes that this arrangement is illegal. Securities margin financing constitutes the Type 8 regulated activity under the Securities and Futures Ordinance, and in addition to the fact that the third parties involved are unlicensed for performing Type 8 activities, such arrangements also provide the parties involved with a way of avoiding compliance with capital, conduct and disclosure requirements associated with securities margin financing.
Various changes to the Listing Rules and the Corporate Governance Code will come into effect on 1 January 2019. The changes are contained in the Exchange's consultation conclusions regarding the Corporate Governance Code that were published on 27 July 2018. On the same day, the Exchange also published the Guidance for Boards and Directors, which contains practical advice to boards and directors on their roles and responsibilities.
December 2018 marks the third anniversary of the Hong Kong Competition Ordinance, which is set to be reviewed in terms of its effectiveness. In this article, we look at some recent developments that might be considered in the upcoming review
The HKMA announced that it had concluded a consultation on its intended approach to open application programming interface (API) for the Hong Kong banking sector, and had published its final framework and implementation plan.
The Stock Exchange has issued its consultation conclusions on proposed amendments to the corporate governance regime for listed issuers and their directors. Market feedback was supportive and the Stock Exchange will proceed with its proposed rule changes, with some modifications and clarifications, which will come into effect from 1 January 2019.
Hong Kong - SFC Consults On Proposed Amendments To Its Anti-money Laundering And Counter-terrorist Financing Guidelines
The Securities and Futures Commission (“SFC”) has commenced a one-month consultation (the “Consultation Paper”) on proposals to amend (a) the Guideline on Anti-Money Laundering and Counter- Terrorist Financing (the “AML Guideline”), and (b) the Prevention of Money Laundering and Terrorist Financing Guideline issued by the SFC for Associated Entities (collectively, the “Guidelines”).
In Hong Kong, corruption and bribery constitute the same offense. The offense is governed by the Prevention of Bribery Ordinance (Chapter 201 of the Laws of Hong Kong Special Administrative Region) (“POBO”) which, among others, affects three categories of people
Hong Kong - SFC Amends The Codes On Takeovers And Mergers And Share Buy-backs To Protect Minority Shareholders' Interest
The Securities and Futures Commission (SFC) released its Consultation Conclusions (the "Conclusions") on proposed amendments to the Codes on Takeovers and Mergers and Share Buy-backs (the "Codes", each a "Code"). The amendments to the Codes took immediate effect on the same day. It is indicated in the Conclusions that where this timing may produce major difficulties, for example, in the case of transactions in progress that have already been announced, the Executive should be consulted and will endeavor to reach a solution which is fair to all parties.The amendments to the Codes aim to enhance shareholder protection and align the treatment of all companies that are subject to the Codes. Certain amendments represent a shift in SFC's previous practice.
Hong Kong - FSB Publishes Report On Framework For Monitoring Crypto-asset Risks And Other Work By Standard Setting Bodies On Crypto-Assets
The Financial Stability Board (FSB) published a report to the G20 on its work with the Committee on Payments and Market Infrastructures (CPMI) to develop a framework and identify metrics for the monitoring of financial stability risks posed by crypto-assets. The report also provided a helpful overview of the work being done by the other standard-setting bodies (SSBs), including the International Organisation of Securities Commissions (IOSCO) and the Basel Committee on Banking Supervision (BCBS) on crypto-assets.
China - CBIRC Publishes Framework Determining C-ROSS Reinsurance Risk Charges Applicable To Hong Kong Reinsurers
The China Banking & Insurance Regulatory Commission (CBIRC) published its framework for determination of re-insurance risk charges applicable under C-ROSS to transactions between domestic insurance companies and Hong Kong insurance companies (Framework).
The Securities and Futures Commission (SFC) released its conclusions on the consultation paper on proposed amendments to the Codes on Takeovers and Mergers and Share Buy-backs (Codes) published in January 2018 (see our previous client alert of 24 January 2018).
On 29 June 2018, The Stock Exchange of Hong Kong Limited (Exchange) published a consultation paper on backdoor listing, continuing listing criteria and other rule amendments, seeking market views on its proposed changes to the Listing Rules to address concerns over backdoor listings and “shell” activities.
Hong Kong Domiciled Institutions Allowed To Advise Mainland Institutions On Southbound Stock Trading
The Interim Provisions aim to allow those domestic securities companies and fund managers that carry out public securities investment fund businesses (collectively “Domestic Securities and Fund Operation Institutions”) to engage Hong Kong domiciled institutions (“Hong Kong Institutions”) to provide securities investment advisory services for southbound trading of the Stock Connect (“Southbound Trading”).
The head of Hong Kong's Independent Commission Against Corruption (ICAC) has warned local investors to beware of rampant corruption in some Belt and Road countries.
The Competition Commission (Commission) is empowered to investigate suspected contraventions of the competition rules and enforce the provisions of the Competition Ordinance. It directs particular focus on “hard core” cartel conduct, including price-fixing, market sharing, output restriction and bid-rigging.
The Hong Kong Securities and Futures Commission (SFC) published the conclusions to its consultation on the detailed legal and regulatory requirements applicable to the upcoming open-ended fund company (OFC) regime.
How would you describe the culture in your firm? A question very often asked by prospective recruits, legal journalists, and legal rankings organisations.
The SFC published the conclusions of its consultation on proposed amendments to the Securities and Futures (Professional Investor) Rules (PI Rules)
Hong Kong’s SFC published the consultation conclusions on proposed Guidelines on Online Distribution and Advisory Platforms. At the heart of the responses received from a number of respondents to the consultation, both professional firms and industry participants, were concerns over the applications of the suitability obligation and the practicality of engineering online solutions to KYC, product and suitability assessment requirements in an online environment.
Hong Kong’s Privacy Commissioner for Personal Data (PCPD) recently issued a booklet addressing the potential impact of the European Union’s (EU) General Data Protection Regulation 2016 (GDPR) on Hong Kong (HK) businesses. Coming into force on 25 May 2018, the GDPR replaces the 1995 EU Data Protection Directive and introduces a single set of data protection rules applicable to all EU member states, as well as any businesses that collect or process the personal data of any EU resident.
AML/CFT Compliance A Key Focus Of Recent Supervisory Inspections By The Hong Kong Insurance Authority.
The Hong Kong Insurance Authority (IA) published a circular setting out its key findings from anti-money laundering and counter-financing of terrorism (AML/CFT) onsite inspections of authorised insurers carrying on long term business.
Amendments To Hong Kong's Listing Rules To Enhance The Delisting Framework To Come Into Effect 1 August 2018.
The Hong Kong Stock Exchange has issued its consultation conclusions on proposals to enhance its delisting framework, aimed in particular at addressing companies that have been suspended for a prolonged period of time.
The Exchange has decided to introduce new rules to regulate highly dilutive capital raising structures as proposed in its consultation paper released in September 2017.
Most people are aware that the EU General Data Protection Regulation 2016 (GDPR) will come into force on 25 May 2018. However, it seems that many Hong Kong businesses are not aware of the wide-ranging impact of the GDPR on non-EU business and that they could actually be subject to the significant changes introduced by the Regulation.
On 16 November 2017, the Securities and Futures Commission (SFC) published the conclusions of its consultation on Proposals to Enhance Asset Management Regulation and Point-of-sale Transparency, which included proposed amendments to (a) the Fund Manager Code of Conduct (FMCC) and (b) the Code of Conduct for Persons Licensed by or Registered with the SFC.
Kirkland & Ellis represented BGH Capital in the raising of its first private equity fund with a focus on investment in Australia and New Zealand.
The Hong Kong Stock Exchange Tightens The Regulatory Framework For Capital Raisings By Listed Companies.
The Hong Kong Listing Rules are to be amended from 3 July 2018 to enhance the regulatory framework for capital raisings by listed issuers.
New Chapter On Listing Of Innovative Companies With Weighted Voting Rights Structures In Hong Kong: At A Glance.
The Stock Exchange of Hong Kong Limited (the “Exchange”) published the consultation conclusions and announced the new rules.
The government has this week published a comprehensive report detailing Hong Kong's Money Laundering and Terrorist Financing (ML/TF) Risk Assessment. This is the product of a year's consultation, data analysis and stakeholder engagement by the government.
Hong Kong Publishes Groundbreaking New Rules For Dual-class Shares, Emerging And Innovative Sectors.
The new rules subsequently published on April 24, 2018, represent the most significant changes to the Hong Kong listing regime in over 20 years.
Hong Kong has implemented mandatory reporting and clearing requirements for certain OTC derivatives transactions.
The past couple of years have seen several challenges, including a sluggish IPO market, uncertainty in the Chinese equities market, and some would say, an overpopulation of lawyers in Hong Kong.
Within the Asian market there is a lot of confusion regarding what AI actually can do, how it works, and what opportunities may exist for adopting AI within legal departments and law firms in this region.
A financial services regulator in Hong Kong has stepped in to stop a business offering digital tokens to prospective investors.
The 2018 meeting of the International Technology Law Association (ITechLaw) was held in Hong Kong bringing together lawyers, regulators, business leaders, futurists and entrepreneurs to discuss the challenges they face today at the intersection of law and technology as well as offering their thoughts on what the future might hold.
Hong Kong’s Financial Secretary delivered a budget speech on 28 February 2018. Briefly, the following items are noteworthy for the asset management sector.
Hong Kong Announces Groundbreaking New Rules For Dual-Class Share, High-Tech And Biotech Company Listings.
After publishing the “New Board Concept Paper Conclusions” in December 2017, the Stock Exchange of Hong Kong Limited (the Exchange) issued on 23 February 2018 a consultation paper entitled “A Listing Regime for Companies From Emerging and Innovative Sectors” (Consultation Paper), which seeks public feedback on the proposed new rules to expand Hong Kong’s listing regime to facilitate listings of companies from emerging and innovative sectors. The proposals in the Consultation Paper potentially represent the most significant changes to the Hong Kong listing regime in over 20 years.
As litigators working with insolvency practitioners internationally, a challenge that we often face is to bridge the “investigation gap” between the identification of circumstances that warrant investigation and obtaining the evidence necessary for the prosecution of meritorious claims.
Hong Kong - SFC's New Guidance Note Redefines Cooperation In Disciplinary, Civil Court And Market Misconduct Tribunal Proceedings.
In recent years, we have seen an increasing number of cases which were concluded following settlement discussions with the Securities and Futures Commission (SFC). More than a decade ago, the SFC published a guidance note on "cooperation" in 2006.
The Apology Ordinance (Cap 631) (Ordinance) was passed on 13 July 2017 and will become effective on 1 December 2017. The Ordinance clarifies the legal consequences of a party making an apology by stating that it will generally be inadmissible as evidence against them in the relevant proceedings as an admission of fault. Sometimes, a party may still wish to express their condolences or sympathy, despite genuinely believing that they are not at fault. The Ordinance will give protection to such party by ensuring that such an apology does not constitute an express or implied admission of the party’s fault or liability in connection with the matter and must not be taken into account in determining fault or liability on any other issue in connection with the matter to the prejudice of that party.
China’s Belt and Road Initiative (BRI) has gained huge momentum of late, with governments, companies and lawyers keen to maximise the many opportunities it presents. The resolution of disputes arising from the BRI is no exception. The sheer complexity and scale of BRI projects is prompting a welcome review of dispute resolution processes, with a view to resolving BRI disputes more quickly and amicably, ideally in a confidential and enforcement-friendly environment. Recent developments suggest that the BRI presents an opportunity for less formal procedures, like mediation, to flourish and enter the mainstream. Indeed, three key BRI jurisdictions – China, Singapore and Hong Kong – have recently promoted mediation in the context of BRI disputes.
The Appeal Committee of the Court of Final Appeal in Hong Kong granted leave to First Media to appeal the Court of Appeal’s decision confirming the first instance decision to refuse First Media’s application to seek leave out of time to resist enforcement of Singapore awards which were made without jurisdiction.
Kirkland & Ellis is pleased to announce the appointment of Daniel Dusek as a partner in the Corporate Practice Group of the Firm’s Hong Kong office. Mr. Dusek has extensive experience advising on mergers and acquisitions, private equity and a variety of other complex and cross-border corporate matters
Around this time last year we wrote a similarly titled article, which made various predictions for the legal market in 2016. At that time, we were predicting a busy year for IPOs, regulatory teams, M & A, and speculated as to whether the implementation of the Competition Ordinance may see an increase in workflow to firms, or in-house teams.
On 11 January 2017, advised by King & Wood Mallesons, Bar Pacific Group Holdings Limited (Bar Pacific Group, Stock Code: 8432) launched its initial public offering on the GEM Board of the Hong Kong Stock Exchange (HKSE). The IPO comprised a total of 215 million shares issued. Priced at HK$0.29 per share, the IPO raised a net amount of approximately HK$45.2 million. This transaction marks the first bar company listed in Hong Kong
Skadden advised BNP Paribas, BOCI Asia, Citigroup, CITIC CLSA and CMB International as joint global coordinators and joint bookrunners of Wisdom Education International Holdings Co. Ltd.'s HK$850 million (approximately US$107.4 million) initial public offering on the Hong Kong Stock Exchange. Trade in the shares commenced on 26 January
When a business in Hong Kong finds itself in financial distress, there are number of options it may take, including but not limited to corporate restructuring, selling off a part of the business, or finding alternate ways of raising new capital to pay off its existing debts. When all else fails, it may choose to wind-up the company. Moreover, when circumstances so require, a Hong Kong court may even order a foreign company doing business within its jurisdiction to wind up the company.
Sanford Rose Associates® Executive Search Network expands its global footprint into Hong Kong with the partnership of Ashford Benjamin the newest member of the Sanford Rose Associates network of offices. Ashford Benjamin has established itself as leader in the field of legal recruitment and compliance recruitment in Hong Kong and the Asia-Pacific region. With a core focus in retained, confidential searches for notable law firms, financial institutions, and other commercial entities, Ashford Benjamin places the highest caliber lawyers and compliance professionals for key senior-level vacancies.
Davis Polk advised Orient Securities Company Limited (“DFZQ”) on its initial public offering and listing on the Main Board of The Stock Exchange of Hong Kong Limited and an international offering in reliance on Rule 144A and Regulation S. The net proceeds from the global offering to be received by DFZQ are estimated to be approximately HK$6.8 billion (US$876 million) prior to any exercise of the over-allotment option.
Hong Kong - Allen & Overy Bolsters Asia Pacific Capital Markets Practice With China-Focused U.S. Hire
Allen & Overy announces today that it is expanding its Greater China debt capital markets practice with the appointment of Liang (Alex) Tao, a Mandarin speaking U.S. partner, in its Hong Kong office.
Hong Kong - Kirkland & Ellis Represents J.P. Morgan In CVC Capital Partners-led Funds’ USD1.1bn Proposed Privatization Of Nirvana Asia
Kirkland & Ellis is acting for J.P. Morgan, as financial adviser, in connection with CVC Capital Partners-led funds’ US$1.1 billion proposed privatization of Nirvana Asia Ltd (HKSE: 1438) by way of a scheme of arrangement.
International law firm Taylor Wessing has announced an official association between a newly established branch of Taylor Wessing and local firm HM Chan & Co in Hong Kong.
Shearman & Sterling Advises Underwriters On USD1.5bn Guaranteed Notes Offering By China Three Gorges Corporation
Shearman & Sterling advised J.P. Morgan, Deutsche Bank, Industrial and Commercial Bank of China, Bank of China, Goldman Sachs, and UBS as initial purchasers on the offering of US$500 million 2.3% Guaranteed Notes due 2021 and US$1 billion 3.15% Guaranteed Notes due 2026 by Three Gorges Finance I (Cayman Islands) Limited, a wholly-owned special purpose vehicle of China Three Gorges Corporation. The Notes are guaranteed by China Three Gorges Corporation and are listed on the Singapore Exchange Securities Trading Limited.
Indonesia is a jurisdiction which sometimes receives bad press from a restructuring and insolvency perspective. However, over the past 10 years, the Indonesian restructuring process called the Suspension of Debt Payment Obligations (“PKPU”) has evolved into a process that is well understood, offering a degree of certainty as to how the procedure will work in practice, and where Indonesian creditors, in particular, feel far more comfortable using the process to drive the restructuring.
Dada Nexus Limited, which operates China's largest crowdsourcing delivery platform, has entered into definitive agreements with JD.com Inc. (NASDAQ: JD), whereby JD.com will contribute its existing online-to-offline business unit (JD Daojia Business) and US$200 million in cash to Dada in exchange for a 47.4% stake in Dada. The US$1.4 billion deal was announced on April 15, 2016.
Effective 1 April 2016, several changes to Singapore’s labour and employment law have been made that have the potential to generate increased awareness among employees as to their employment terms, salary and benefits. These new regulations will hopefully further serve to minimise disputes in the workplace. Among the many revisions include increased administrative requirements, which will compel businesses to issue itemised payslips to all employees; provide employees with written key employment terms; and keep detailed employment records for each employee.
JD.com, Inc. (NASDAQ: JD), China’s largest online direct sales company, announced on April 23, 2016, the pricing of its public offering of US$1 billion aggregate principal amount of its notes.
Shearman & Sterling Advises on Phoenix Healthcare's High Profile Acquisition of China Resources Healthcare Group
Shearman & Sterling is advising Hong Kong-listed Phoenix Healthcare on its US$480 million acquisition of certain hospital businesses of China Resources Healthcare Group (CR Healthcare), one of the largest state-owned enterprises in China’s healthcare industry. CR Healthcare will become a controlling shareholder of Phoenix Healthcare.
Allen & Overy has advised the joint lead managers of Mongolia’s successful sovereign bond offering. The USD500 million issuance, which closed last Wednesday, was done under the Government of Mongolia’s Global Medium Term Notes Program (in respect of whose establishment Allen & Overy advised the arrangers). The bonds were sold internationally on a combined Rule 144A / Regulation S basis, with US qualified institutional buyers accounting for a substantial portion of the total demand.
Recently, the Hong Kong Court of First Instance handed down its judgment in the case Li Kwok Heem John v Standard Chartered International (USA) Limited (“Bank”). The case was brought by a victim of the infamous Bernard Madoff ‘Ponzi’ scheme against Standard Chartered Bank, where he invested in the fund that was ultimately found to be a fraud. This case has sparked much debate on the obligations banks owe their investors and what measures they need to start taking to better protect themselves from liability in the event they found themselves in the midst of a Ponzi scheme.
Duane Morris & Selvam advised First Myanmar Investment Co., Ltd. (“FMI”) on the historic listing of its shares on the newly established Yangon Stock Exchange (“YSX”). FMI’s shares began trading on 25 March 2016, three months after the YSX was officially opened. FMI’s shares were the first to be listed on the YSX.
Allen & Overy Advises On First Competitively Awarded Independent Power Project To Be Developed in Myanmar
Allen & Overy has acted for the Advisory Services unit of the International Finance Corporation (IFC Advisory), in conjunction with the Ministry of Electric Power (MOEP) and the state-owned Myanmar Electric Power Enterprise (MEPE), on the signing of a Power Purchase Agreement (PPA) with Sembcorp Myingyan Power Company Limited (a subsidiary of Sembcorp Industries) in relation to the Myingyan IPP.
International law firm Debevoise & Plimpton LLP announced on 22nd March the opening of an office in Tokyo. The Tokyo office is the firm’s ninth and represents a further commitment to the firm’s long-standing relationship with Japan. Debevoise has been actively serving Japanese clients for over 60 years.
Kirkland & Ellis Represents Bain Capital In The Acquisition Of Controlling Interest In Asia Pacific Medical Group
Kirkland & Ellis represented Bain Capital in the acquisition of a controlling interest in Asia Pacific Medical Group (“APMG”).
Harneys has hired four lawyers in Hong Kong including ex-Walkers finance counsel Paul Sephton, who joins as Partner, and associates Leela Patel, James McKnight and Sharon Cong.
The Hong Kong International Arbitration Centre (HKIAC) is pleased to launch a new Panel of Arbitrators for Intellectual Property Disputes (Panel) composed of leading experts with immense experience and expertise in handling intellectual property (IP) cases.
Deacons has advised Rongsheng Asset Management on its acquisition of a HK$1.13 billion stake in Addchance Holdings via subscription of new shares and application for whitewash waiver.