On 30 August 2022, our Partner Gordon Tsang and Associate Gary Kwok were invited by LexOmnibus to give a CPD course on the topic “Rules and Recent Developments on Special Purpose Acquisition Companies”.

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.

1. Introduction

With increasing overseas operational activities coupled with more accommodating and flexible regulations regarding disclosure and registration procedures for issuing overseas bonds, there has been a rapid increase in offshore bond issuances from China in the past decade. These offshore bonds from PRC enterprises can be denominated in renminbi or other currencies (such as US dollars and euros), though US dollar bonds account for the largest portion. Furthermore, as shall further discussed below, they can be issued directly by Chinese domestic enterprises as well as their offshore subsidiaries or branches.

Background

We note that the Stock Exchange of Hong Kong (the “Exchange”) published an information paper (the “Information Paper”) back in April 2022 outlining the amendments to the Rules Governing the Listing of Securities on the Exchange (the “Rule Amendments”) to complement the Securities and Futures Commission’s (the “SFC”) new Code of Conduct¹ provisions on the conduct of issuers and intermediaries involved in book building and placing activities. As such, this article serves as an apt refresher of the rule amendments involved. The capitalised terms used herein shall have the same meaning as defined in the Information Paper.

The Rule Amendments apply to:

(a) a placing of Equity Interests² to be listed on the Exchange, including:

• (i) a placing in connection with a New Listing³ (whether by way of a primary listing or secondary listing); and
• (ii) a placing of Equity Interests of a class new to listing or new Equity Interests of a class already listed under a general or specific mandate; and

(b) a placing of listed Equity Interests by an existing holder of Equity Interests if it is accompanied by a top-up subscription by the existing holder of Equity Interests for new Equity Interests in the issuer.

Introduction

On 24 June 2022, the Hong Kong government gazetted the Anti-Money Laundering and Counter-Terrorist Financing (Amendment) Bill 2022 (the “Bill”)¹, proposing changes to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) (the “AMLO”)². Following the Consultation Conclusions ³ on the same subject published by the Financial Services and Treasury Bureau on 21 May 2021 (please see our news update), the Bill introduces a licensing regime for virtual asset service providers (“VASPs”) and a registration regime for dealers in previous metals and stones (“DPMS”) to impose statutory anti-money laundering and counter-terrorist financing (“AML/CTF”) obligations on the two sectors. The Bill has been introduced into the Legislative Council (“LegCo”) for first reading on 6 July 2022. This news update focuses primarily on the regime for VASPs.

Introduction

In the past few years, Hong Kong has seen a series of privatisations of listed companies, and a considerable amount of which have been carried out by way of scheme of arrangement. In this article, we will discuss the recent Hong Kong High Court judgement in Chong Hing Bank Limited (HCMP 968/2021, [2021] HKCFI 3091) (“Chong Hing”), which could draw potential implications for parties using court sanctioned schemes of arrangement to privatise Hong Kong listed companies or reductions of capital. Indeed, the way of dealing with concert parties’ votes on a privatisation scheme at a court-convened shareholder meeting may affect its validity. Furthermore, this High Court decision could affect the drafting of the scheme documents and notice of court meeting going forward.