(中文) 由海投会主办的「GWMC全球财富管理大会」于2018年1月27至28日在上海复旦大学圆满举行，活动吸引近150位来自海内外的理财、法律、银行、证券、移民等从业人员聚首一堂。本所中国业务发展主管杨颂雅女士获邀出席，并透视CRS的资产安全风险与应对策略。

在首日活动中，杨女士与参加者分享有关「CRS, 金税三期与资产保护需求」的演说，当中CRS会加快中国税改，包括个人所得税与资产增值税的观点，获得在场人士一致认同。

CRS对税改「金税三期」推动资产联网的目的起到非常大的帮助。从国务院，人民银行等的多份文件，都能看出税改的决心。除了税务风险，杨女士也谈到其他影响资产安全因素：随着一带一路的政策，海外资产增多；海外的婚姻法，继承法以及税法都会影响到企业主的资产安全。例如海外某些国家承认事实婚姻，没有婚前财产概念等，二代海外同居关系对企业股权集中产生非常大的不确定性。或美国房产涉及到当地遗产税，需要做好税金准备安排等。

杨女士也与在场人士分享海外家族信托结合保险在CRS下减低申报的案例。在场气氛热烈。

及后在圆桌会议中，杨女士与数位嘉宾共同探讨「中国财富管理现状」与「家族办公室发展展望」，提到国内高资产净值人群在CRS税籍申报，例如隐藏居住地等短期方案，在移动定位普及，生物识别技术逐步完善下带来的影响，建议尽快找税务顾问或律师梳理税务风险，安排适合的业务模式与公司架构，采用包括家族信托等工具规划资产安全。

如阁下对此沒活動有任何查询或想了解更多详请，请联络本所杨颂雅女士。史蒂文生黄律师事务所成立了香港及新西兰信托公司，并荣获香港家族办公室协会颁发「最具特色家族海外信托策划服务奖。」

Stevenson, Wong & Co. is delighted to announce that we have been awarded “Business Law Firm of the Year – China” at Corporate LiveWire Legal Awards 2017/18. Each award nominee is carefully examined, with the judging panel taking into account their performance over the past 12 months to ensure that only the most deserving firms are handed one of the trophies.

About The Firm
Founded in 1978, Stevenson, Wong & Co. (SW) is a forward-looking, full-service law firm. The firm is ranked fifth among all Hong Kong domestic firms in the Top 50 research of Asian Legal Business. SW provides services including Banking & Finance, Corporate Finance/Capital Markets, China Practice, Corporate Commercial Law and Corporate Services, Employment Law, Family Law and Private Clients, Immigration, Intellectual Property, Litigation & Disputes Resolution, Media and Entertainment Law, Property, Regulatory Enforcement and Technology and Communications. SW has a strategic association with AllBright Law Offices, one of the nation’s largest full service law firms. SW is also a founding member of INTERLAW, an international association. Through our membership in INTERLAW and our association with AllBright, clients are assured of the same personal, open-minded and highly effective approach delivered by our lawyers in Hong Kong and China.

Please contact Mr. Hank Lo for any enquiries or further information.

Following completion of the HK$469 million acquisition of 70% of the issued shares of FDB Holdings Limited (Stock Code: 1826) (the “Company”), the offeror successfully closed its unconditional mandatory cash general offer for outstanding shares of the Company as required under Rule 26 of the SFC Takeovers Code in Hong Kong.

The offer closed on 5 January 2018. Valid acceptances have been received in respect of 43,380,000 offer shares, representing approximately 3.5% of the entire issued share capital of the Company. Appropriate steps will be taken to restore the minimum public float required under Rule 8.08(1)(a) of the Listing Rules as early as practicable.

With effect from the closing date of the offer, Mr. Gao Yunhong (“Mr. Gao”) has been appointed as the chairman of the board and one of the executive directors of the Company. Ms. Zhu Wenhui and Mr. Qi Gang have also been appointed as executive directors of the Company.

The board of the Company further proposes to change the official registered English name of the Company from “FDB Holdings Limited” to “Dafy Holdings Limited” and its Chinese name from “豐展控股有限公司” to “達飛控股有限公司” to symbolise a new start and refresh the corporate image of the Company.

Mr. Gao is the sole shareholder of the Offeror. He is an experienced business entrepreneur and is the founder of Dafy Group, which comprises Shenzhen Dafy Finance Holdings Co. Limited, a company principally engaged in provision of financial technology and related services based in Shenzhen, the PRC, and its subsidiaries. Mr. Gao also has experience in properties investment and development in the PRC.

The Company and its subsidiaries principally engage in contracting service for alteration and addition works, maintenance, specialist works and new development, and consulting service for alteration and addition works, new development, licensing, building services, and architectural design for buildings in Hong Kong.

GF Capital (Hong Kong) Limited was the financial adviser to the offeror. GF Securities (Hong Kong) Brokerage Limited maked the general offer on behalf of the offeror. Mr. Sun Lin, senior partner of AllBright Law Offices, was the PRC legal advisers to the client. SW acted as the offeror’s Hong Kong legal advisers.

Our team was led by our partners Eric Lui and Rodney Teoh, supported by team members including Ellie Cheung (associate), Christopher Cheung (trainee solicitor) and Justin Chui (paralegal).

Please contact our Mr. Eric Lui or Mr. Rodney Teoh for any enquiries or further information.

Introduction

On 15 December 2017, Hong Kong Exchange and Clearing Limited (“HKEX”) published the Consultation Conclusions on the New Board Concept Paper.  Instead of creating a stand-alone board, the conclusions confirmed the previous “signals” to drop the plan and adopt an alternative by adding new chapters to the listing rules to welcome issuers from the emerging and innovative sectors.  The reform will benefit weighted voting rights (“WVR”) companies, pre-revenue Biotech companies and also overseas issuers pursuing a secondary listing. 

HKEX is in the process of finalising the details of the proposals, and has started drafting the proposed amendments to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Main Board Listing Rules”).  Formal consultations on the rule amendments are expected in the first quarter of 2018.

Highlights: Proposed Way Forward

• HKEX to extend the existing listing regime to allow the listing of:

• issuers from emerging and innovative sectors that have WVR structures with a minimum expected market capitalisation of HK$10 billion at the time of listing; and

• pre-revenue Biotech issuers with a minimum expected market capitalisation at the time of listing of HK$1.5 billion.

• HKEX to create a new concessionary secondary listing route, to attract overseas issuers, especially issuers with a “centre of gravity” in Greater China (“Greater China Companies”), from emerging and innovative sectors that have a primary listing on either the NYSE, NASDAQ or on the “premium listing” segment of the LSE’s Main Market

• HKEX to issue a guidance letter on the characteristics to be used for defining “innovative” companies to provide guidance to the market.  The guidance letter would be applicable to issuers with WVR structures or issuers going for the new concessionary secondary listing route.

Issuers with a WVR Structure

HKEX proposes to allow the listing of high growth and innovative companies with WVR structures.  The main entry requirements are set out below:

Since companies with WVR structures potentially carry additional risks to investors, the following safeguards will be put in place (note that this WVR safeguards are mostly exempted if the issuers are eligible in the concessional secondary listing route discussed below):

Listing of Pre-revenue Biotech Issuers

To widen market access, HKEX proposes to facilitate the listing of pre-revenue new economy companies, but this would be limited to Biotech issuers for the time being.  Pre-revenue biotech issuers should meet the following requirements:

HKEX will continue to look at whether other types of new economy companies may also be permitted to list under the pre-revenue regime.

Concessionary Route to Secondary Listing

HKEX aims to widen the market for secondary listings by creating a new concessionary route for secondary listing requirements in addition to the existing route currently in the Main Board Listing Rules and the 2013 Joint Policy Statement (“2013 JPS”).  The new concessionary route targets overseas issuers from emerging and innovative sectors that have a primary listing on a Qualifying Exchange (as defined below).  Greater China Companies, currently not allowed to secondary list with HKEX, will be able to apply through the new concessionary route for secondary listing as long as it satisfies the relevant requirements.

Issuers satisfying the requirements below may consider a secondary listing on the new concessional route:

In light of the above, HKEX has classified companies seeking secondary listings in Hong Kong into three categories:

• Grandfathered Greater China Companies – Greater China Companies that are primary listed on a Qualifying Exchange on or before the publication of the Consultation Conclusions
• Non-Grandfathered Greater China Companies – Greater China Companies that are primary listed on a Qualifying Exchange after the Consultation Conclusions
• Non-Greater China Companies – Companies that are not Greater China Companies

Equivalence Requirement
It will not be necessary for Grandfathered Greater China Companies and Non-Greater China Companies to demonstrate Hong Kong equivalent shareholders protection standards (“Equivalence Requirements”) by amending constitutional documents.  They will only be required to comply with the Key Shareholder Protection Standards set out in the 2013 JPS (which will be written into the Main Board Listing Rules), such as a super-majority vote of members required to approve of fundamental matters, and issuers must hold an AGM at least every 15 months.

WVR Structures
Furthermore, both Grandfathered Greater China Companies and Non-Greater China Companies with a WVR structure are eligible to be secondary listed in Hong Kong without the need to change their WVR structures or meet the proposed WVR safeguards (as set out in the section “Issuers with a WVR Structure” above), apart from disclosure requirements.

Non-Grandfathered Greater China Companies
Non-Grandfathered Greater China Companies will not be granted concessions regarding Equivalence Requirements and WVR Structures granted to Grandfathered Greater China companies and Non-Greater China companies

The requirements for the three types of potential candidates under the concessional secondary listing route are briefly summarised as follows:

Definition of “New Economy”

At present, HKEX considers that an “innovative” company would normally contain more than one of the following characteristics:

• has been successful due to the application of new technologies, innovations, or business models in the core business
• has R&D as a significant contributor to value and also as a major activity and cause of expense
• has had its success demonstrably attributable to unique features of innovation / intellectual property
• has an outsized market capitalisation or intangible asset value relative to tangible value

HKEX proposes to issue a guidance letter on the characteristics to be used for defining “innovative” companies to provide guidance to the market, as opposed to putting in place a fixed definition.

Implications

The question of dual class shares and pre-revenue companies have been contentious issues, being intricately tied with HKEX’s initiatives in maintaining competitiveness compared to other prominent exchanges.  Many market players have long anticipated a way forward for the issue, and may have wished that the regulators lead the market to a broad consensus sooner rather than later.

Nevertheless, the blueprint just released sets out a robust framework and is in many ways a commendable effort.  HKEX has taken a measured approach in drawing out the parameters of the initial target companies, which is appropriate, as balancing market development and shareholders’ protection has always been a challenge in Hong Kong.

A consensual framework that works to make Hong Kong a realistic listing venue for new economy companies while giving the regulators a suitably firm grip on the reins will always be a difficult task.  With this encouraging first step towards liberalisation, we look forward to seeing our market grow in prosperity and diversity.

This newsletter is for information purposes only.  Its content does not constitute legal advice, and should not be treated as such.  Stevenson, Wong & Co. will not be liable to you in respect of any special, indirect or consequential loss or damage.

Please contact our Eric Lui or Rodney Teoh for any enquiries or further information.

On 16-17 January 2018, Stevenson, Wong & Co. legal executive, Mr. Man Wong from our firm’s banking department was invited to give a presentation on the new stamp duty measures in a seminar organized by Bank of Communications.

The seminar attracted nearly 60 banking practitioners from branches in Hong Kong and Wan Chai. The seminar covered the computation of stamp duty under the new measures together with the possible exemptions and exceptions.

Please contact Mr. Eric Lui or Mr. Wong for any enquiries or further information about this event.

“Forum on New Era: Family Wealth Management and Inheritance” & the Launch Ceremony of AllBright Law Offices (Shenzhen) New Office was successfully held on 12 January 2018 at The Ritz-Carlton, Shenzhen. Stevenson, Wong & Co. Partners Ms. Catherine Por, Mr. Eric Lui and Ms. Wendy Lam, Consultant Ms. Shirley Sin, Associates Mr. Calvin Lo, King Tan and Mr. Raymond Lam, and Head of Business Development (China) Ms. Connie Yeung attended the event. The event attracted nearly three hundred guests from Bureau of Justice of Shenzhen Municipality, Shenzhen Lawyers Association, financial institutions, family wealth management practices, and colleagues from all 19 AllBright Law Offices in China.

rom left to right: Mr. Eric Lui, Ms. Catherine Por, Senior Partner of AllBright Law Office Mr. Du Xiao Dong, Ms. Wendy Lam, Associate Mr. Calvin Lo, Mr. King Tan, Mr. Raymond Lam and Ms. Shirley Sin

The event began with the opening ceremony of AllBright Law Offices (Shenzhen) New Office. The Forum featured three sessions including speeches from leaders, keynote speeches and roundtable discussions. Managing Director of AllBright Law Office, Mr. Wu Mingde, Secretary for Bureau of Justice of Shenzhen Municipality, Mr. Jiang Xi Lin and President of Shenzhen Lawyers Association, Mr. Lin Chang Chi were invited to deliver speeches to the audience and introduce their legal services in Shenzhen.

From left to right: Ms. Connie Yeung, Mr. King Tan, Ms. Catherine Por, Ms. Wendy Lam, Ms. Shirley Sin, Mr. Calvin Lo and Mr. Raymond Lam

Distinguished guests including Senior Partner of AllBright Law Office, Mr. Li Xian Ming and Zong, Shi Cai; Vice President of Da Tang Wealth, Mr. Li Xiao Jun; and Partner of Bird & Bird Ms. Ow Kim Kit were invited to share their insights and experience on topics regarding family wealth management.

Ms. Catherine Por and Mr. Du Xiao Dong

The final session was a roundtable discussion moderated by Senior Partner of AllBright Law Office, Mr. Li Xian Ming. Consultant of Summit Club Family Office Ms. Li Yu Shan, Executive Director of Product Department of Ping Au Trust Mr. Kang Chao Feng, Senior Partner of AllBright Law Office Mr. Justin Ouyang and Ms. Libby Guo were the speakers and discussed the topic of “Private Banking Wealth Management and Family Wealth Management and inheritance”.

From left to right: Lawyer from AllBright Law Office (Qing Dao) Ms. Xiao Xue Jing, Senior Partner from AllBright Law Office Ms. Libby Guo and Head of Business Development (China) Ms. Connie Yeung

“We are delighted to attend the forum and meet the experts who have extensive experience in wealth management. We look forward to attending the forum again.” said SW Family Team members.

Please contact Ms. Catherine Por or Ms. Wendy Lam for any enquiries or further information about this event.