Background

On 2 August 2022, The Securities and Futures Commission (the “SFC”) published an Agenda for Green and Sustainable Finance (the “Agenda”) outlining its further steps to support Hong Kong’s role as a regional green finance centre. The SFC will continue supporting the development of green and sustainable finance in Hong Kong and the transition to a greener economy through enhancing the quality of information available, increasing transparency and building trust for investors. The three main areas of focus are:

(1) Enhancing corporate disclosures;
(2) Monitoring the implementation of and enhancing existing measures relating to environmental, social and governance (ESG) funds and expectations for fund managers; and
(3) Identifying an appropriate regulatory framework for any proposed carbon markets.

Corporate disclosures

In relation to disclosures, the SFC is strongly aligned with the approach adopted by the International Organization of Securities Commissions (“IOSCO”) and acknowledges how the International Sustainability Standards Board (“ISSB”) could set out a path, with its proposed climate standard, which is built on the Task Force on Climate-related Financial Disclosures (“TCFD”) framework, forming a comprehensive global baseline for climate-related disclosures. The SFC shall continue to support the work of the new ISSB and sustainability disclosures more generally, including:

• Continuing to work with The Stock Exchange of Hong Kong Limited (“SEHK”) on a proportionate approach to corporate disclosure requirements that are aligned with global baseline standards.
• Working with other Cross-Agency Steering Group (“CASG”) members to consider how the requirements in the new ISSB climate standard Exposure Drafts could be adopted as part of Hong Kong’s domestic reporting framework.
• Engaging with the China Securities Regulatory Commission (“CSRC”) on the use of the ISSB climate standard to enhance cross-border consistency.
• Continuing to participate in the work of IOSCO on corporate sustainability disclosures.

In particular, a SFC-SEHK joint working group will continue to examine the readiness of listed companies to report under the proposed ISSB climate standard and the challenges faced by them, and to consider a framework aligned with the ISSB climate standard for Hong Kong. Other longer-term considerations include the digitalisation of climate reporting information, capacity building needs, and the development of an assurance framework in Hong Kong.

Internationally, the SFC will continue to participate in IOSCO’s work on reviewing the ISSB Exposure Drafts and considering assurance issues, as well as monitoring the work being done by the Network of Central Banks and Supervisors for Greening the Financial System (NGFS) Workstream on bridging the data gaps.

Monitoring the implementation of and enhancing existing measures

Asset management

The SFC has implemented measures to require fund managers to take climate-related risks into consideration in their investment and risk management processes as well as to make appropriate disclosures to meet investors’ demand for climate risk information and to combat greenwashing. Going forward, the SFC will continue to monitor the implementation of the measures and seek to enhance regulatory supervision in order to align with international regulatory development trends, including (i) continuing to consider the issues concerning the data underpinning asset manager disclosures, and (ii) maintaining regular dialogues with the industry to monitor the progress of licensed fund managers’ incorporation of new climate-related risks conduct and disclosure requirements, and provide the necessary clarification and guidance to the fund managers.

ESG funds

The SFC will continue to monitor ESG funds’ compliance with the requirements set out in its June 2021 circular. It will also continue its engagement with stakeholders, including hosting industry workshops to provide guidance, as well as working with the Investor and Financial Education Council (“IFEC”) to enhance investors’ awareness of ESG funds.

Taxonomy

One of the CASG’s action points is to aim for the adoption of the Common Ground Taxonomy (“CGT”) in Hong Kong. As a member of both the International Platform on Sustainable Finance (“IPSF”) and its Working Group on Taxonomies, the SFC will continue to monitor developments in this area, with a view to considering how the adoption of the CGT could complement the SFC’s existing regulatory and supervisory measures.

Education and training

Effective investor protection must include measures to educate investors. The SFC will continue to work with the IFEC to support investor education in this field, through regular updates via online and social media platforms, publicity campaigns, press events, public talks and stakeholder collaborations. The SFC will also continue to support the CASG’s efforts in relation to the GSF Centre and to contribute to IOSCO’s capacity building work, both through the IOSCO’s Sustainable Finance Task Force (“STF”) workstream on promoting good practices and the IOSCO Asia-Pacific Regional Committee (APRC).

Technology and innovation

The SFC will continue to work with other CASG members and stakeholders to facilitate the development of technologies to support green and sustainable finance initiatives locally, regionally and internationally. In particular, there is a plan to create a free and publicly accessible greenhouse gas (GHG) emissions estimation tool, with clearly-disclosed methodologies, that companies can use as an alternative source of information.

Regulatory framework for carbon markets

Hong Kong has a strategic role in adding value to carbon market development. There are two key types of carbon markets – voluntary carbon markets (“VCM”) and compliance markets or emissions trading schemes (“ETS”). At present, ETS only cover a small part (around 16%) of total global emissions. For corporates that do not fall under ETS, VCM may enable them to neutralise their emissions as they work on emissions reduction, and help channel capital to underlying projects to generate carbon credits. The SFC will focus on identifying the appropriate regulatory framework for the proposed business models. In addition, the SFC will continue to participate in the IOSCO STF’s carbon market workstream, with a view to supporting international developments in the transition to a greener global economy and considering the relevance of such developments to Hong Kong.

Analysis and takeaways

Jurisdictions worldwide have sought to respond to the urgent need to address the impact of climate change. Environmental issues have become a key focus for governments in different countries and it is recognised that private sector investment is vital to help fund the move towards a greener global economy. The SFC has been at the forefront of efforts to develop an effective regulatory framework for green finance in Hong Kong. The Agenda aims to enhance the quality of information available, increase transparency and build trust for investors, thereby supporting investment flows into sustainable projects that will drive forward net zero targets.

Please contact our Partner Mr. Rodney Teoh and Associate Ms. Angela Lau for any enquiries or further information.

This news update 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 arising from or in connection with any decision made, action or inaction taken in reliance on the information set out herein.

We acted for the Defendant Mother (“the Mother”) who obtained a Hadkinson Order pursuant to a judgment given by the Court of Appeal on 26 January 2022 (“the Judgment”), to the effect that unless the Plaintiff Father (“the Father”) complies and continues to comply with a prior Order made in the Family Court in relation to financial provision for the child, his appeal regarding the custody, care and control of the child shall stand dismissed without further Order of the Court.
On 23 February 2022, by way of a Notice of Motion, the Father applied for leave to appeal to the Court of Final Appeal in respect of the said Hadkinson Order on the ground that the Court erred in the “finding of facts” and further erred in its conclusion that the conditions for a Hadkinson Order were met.

What is a Hadkinson Order?
A Hadkinson Order is an Order by which a court may in its discretion refuse to hear a party to a cause, who has disobeyed an Order of the court until that party has purged his/her contempt.

Legal Principles
Section 22(1)(b) of the Hong Kong Court of Final Appeal Ordinance provides that leave to appeal will only be granted if the question involved in the appeal is one which, by reason of its great general or public importance, or otherwise, ought to be submitted to the Court of Final Appeal for decision.

Court’s Decision
The six grounds of appeal advanced by the Father did not satisfy the threshold for the grant of leave to appeal. Thus, the Father’s Notice of Motion was dismissed by the Court.

The Court also said that there is no basis for suggesting that the Judgment will lead to a floodgate of Hadkinson applications. As far as the child’s rights are concerned, the Court has considered how the Father’s non-payment has a detrimental impact on the child’s education and general well‑being. Whether or not a Hadkinson Order should be made by the Court is a fact-sensitive matter and depends on the individual circumstances of a case.

Similarly for ground two to six, the Father did not formulate any question of great general or public importance in the Notice of Motion. Nor did he dispute the law on the conditions for making a Hadkinson Order.

The Father also referred to some other factual matters in the Notice of Motion and his submissions. The consideration of whether these matters justify granting leave under the ‘or otherwise’ limb were deferred to the Appeal Committee of the Court of Final Appeal.

As the Father has failed in his application, the Court ordered him to pay the costs of this application to the Mother.

This article is co-authored by our experienced SW Private Team– Partners Catherine Por and Wendy Lam, and our Senior Associate Karl Wong and Associate Chloe Chow. Please contact Catherine Por or Wendy Lam for any further enquiries or information.

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.

(中文) 2022年8月22日，国际青年律师会 (International Association of Young Lawyers，以下简称 “AIJA”)在新加坡举行第 60 届国际青年律师论坛。本所合伙人、银行及金融部和诉讼及争议解决部主管徐凯怡律师受邀为 “在亚洲打击洗钱和欺诈：本地的成功和全球挑战 (Combatting Money Laundering and Fraud in Asia: Local Success and Global Challenges) ” 中担任演讲嘉宾，并与来自新加坡、瑞士﹑加拿大和马来西亚的律师进行交流与分享。

本次论坛由AIJA主办，并获得了亚洲商业法律研究所、新加坡律政部、新加坡国际调解中心、新加坡法学院、新加坡国际仲裁中心和新加坡律师协会等机构的支持。徐律师在会上与其他演讲嘉宾分别就各司法管辖区的近期趋势、科技创新如何减轻或加剧欺诈/洗钱/犯罪活动、新冠疫情如何影响打击洗钱及恐怖分子资金筹集，以及未来的挑战和趋势等议题展开讨论。徐律师亦向与会者分享了香港近期出现的约会程式诈骗。

徐律师以线上形式参与了本次论坛。徐律师表示很高兴获邀以演讲嘉宾的身份参与本次活动，并期待在不久的将来能与大家会面。

若阁下想了解更多详情，请联络本所合伙人徐凯怡律师。

Our Partner Milly Hung and Senior Associate Michael Lau have recently been invited to co-author the Hong Kong Chapter of “International Comparative Legal Guide – International Arbitration 2022”, published by Global Legal Group.

In the chapter, Milly and Michael explained and explored the international arbitration laws and regulations in Hong Kong, including the legal requirement of arbitration agreements, governing legislation, jurisdiction, procedural rules, preliminary relief and interim measures, etc.

To read the full article: International Arbitration Laws and Regulations Report 2022 Hong Kong (iclg.com)

This article was first published in ICLG – International Arbitration 2022.

Asian Legal Business (ALB) recently announced the finalists of the 21st ALB Hong Kong Law Awards. We are pleased to share that we have been nominated in the following six categories:

• Civil Litigation Law Firm of the Year
• Dispute Resolution Boutique Law Firm of the Year
• Matrimonial and Family Law Firm of the Year
• Transactional Boutique Law Firm of the Year
• Dispute Resolution Lawyer of the Year – Heidi Chui
• Woman Lawyer of the Year (Law Firm) – Heidi Chui

The Hong Kong Law Awards aim to recognize the outstanding achievements of private practitioners and in-house teams from Hong Kong and the region. Results will be announced at a gala dinner and awards ceremony on 9 September 2022.

To view the full list of finalists, please click here

For further information, please contact our Partner Mr. Willy Cheng.

Stevenson, Wong & Co. acted as Hong Kong legal advisers to International Alliance Financial Leasing Co., Ltd. (Stock Code: 1563) (the “Company”) in its extreme and connected transaction in relation to the acquisition of 70% interests in Yantai Nanshan University* (烟台南山学院) (the “Target College”), at a total consideration of RMB566 million (the “Acquisition”). The Acquisition was approved by the independent shareholders of the Company and completed on 18 August 2022.

The Acquisition was an extreme transaction. We understand that this is one of the few extreme transaction cases on the main board of the Stock Exchange since the RTO Listing Rules amendments took effect in October 2019. The Acquisition also involved continuing connected transactions relating to variable-interest entity (VIE) contractual arrangements and ancillary business agreements.

The Company is principally engaged in the finance leasing and provides finance leasing and advisory services, targeting customers in the healthcare, aviation, and public infrastructure industries in the PRC. The Target College is a private undergraduate college, which was ranked third in all private undergraduate institutions in Shandong Province in terms of full-time student enrolment in the 2020/2021 school year.

Zhongtai International Capital Limited acted as the financial adviser to the Company. Gram Capital Limited was appointed as the independent financial adviser to the independent board committee and the independent shareholders of the Company.

Our team was led by our Partner Rodney Teoh, supported by team members including Associate Florence Wai, Trainee Solicitors Calvin Lo and Carmen Liu.

Please contact our Partner Rodney Teoh and Associate Florence Wai for any enquiries or further information.

* For identification purposes only.

This news update 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 arising from or in connection with any decision made, action or inaction taken in reliance on the information set out herein.