New Foreign Debt policy introduced in the PRC

On 14 September 2015, the National Development and Reform Commission implemented the “Notice on Promoting the Management Reform on the Filing and Registration System for Issuance of Foreign Debt by Corporate Entities” (“关于推进企业发行外债备案登记制管理改革的通知”) (the “Notice”). According to the Notice, the original quota approval regime for borrowing interest loans with a term of more than one year from offshore by onshore corporate entities and its controlling offshore corporate entities or its branches has been replaced by a new filing and registration system. The filing procedures for corporate entities in issuing foreign debts have also been simplified. Moreover, when the aggregate foreign debts have exceeded the limit, the National Development and Reform Commission will issue a notice to the public and will not entertain any further applications for filing and registration.

SW partners Ms Catherine Por and Ms Wendy Lam attended the IAML Annual Meeting 2015 held by International Academy of Matrimonial Lawyers (IAML) in Taormina, Sicily, Italy on 9-13 September 2015. The Sicily conference was well attended by more than 148 fellows from 27 jurisdictions. Founded in 1986, IAML is an international association of practising lawyers who are recognised by their peers as the most experienced and skilled family law lawyers in their respective countries. Ms Catherine Por is a Fellow and one of the Governors of IAML. Ms Wendy Lam became a fellow of IAML in 2014.

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

On 11 September 2015, our partners Ms. Cornelia Chu and Ms. Heidi Chui attended the 14th annual Macallan ALB Hong Kong Law Awards gala dinner held at the Conrad Hotel, Hong Kong. Stevenson, Wong & Co. had been shortlisted as a finalist in the award categories of “Arbitration Law Firm of the Year”, “Deal Firm of the Year” and “Litigation Law Firm of the Year”.

Members of the legal profession gathered to salute the best deals and legal practitioners in Hong Kong.

Photograph of Ms. Cornelia Chu (on the right), Ms. Heidi Chui (on the left) and Ms. Yvonne Cheung (middle), account director at Thomson Reuters

Contact person: Ms. Cornelia Chu and Ms. Heidi Chui

The essence of the privity of contract rule means that only the parties to a contract can enforce it.

In an attempt to relax certain aspects of a rule that is at times artificial, various jurisdictions have implemented statutes providing for third party rights, including Hong Kong. The Contracts (Rights of Third Parties) Ordinance, Cap.622 is expected to come into force on 1st January 2016 and will enable a third party to enforce his rights in a more straightforward manner.

A third party can enforce a contract either where it is expressly provided so (section 4(1)(a) of Cap.623) or where it purports to do so (section 4(1)(b) of Cap.623).

Section 6 of Cap.623 makes it clear that the contracting parties may not, without the third party’s consent, by agreement vary or rescind the third party’s rights so that the third party’s right is altered or extinguished.
In England, the default position in the commercial world has been to exclude such third party rights. However, there are some areas where the Contracts (Rights of Third Parties) Act 1999 has not been excluded in its entirety, such as in the context of M&A transactions.

For example, where a seller agrees not to compete but fails to abide by the restrictive covenant, this may mean that the buyer’s group of companies may suffer losses. It is therefore common for contracts governed by English law to make use of the rights under the Contracts (Rights of Third Parties) Act 1999 to directly enforce restrictive covenants.

The aforementioned example demonstrates that whilst the default commercial position in the UK is to exclude the Contracts (Rights of Third Parties) Act 1999, there should always be a careful consideration of the context and circumstances of each contract before the parties choose to adopt such default position.

Stevenson, Wong & Co. acted for Orient ZhiHui Limited (Issuer) as the legal advisers as to Hong Kong laws for its USD 150 million private placement bonds

SW acted for Orient ZhiHui Limited (Issuer) as to Hong Kong laws for its USD 150 million private placement bonds with the benefit of a Keepwell Deed provided by Orient Securities Company Limited. The interest rate of the bond was 4.09% and the joint placing agents were Nomura International (Hong Kong) Limited and Orient Securities (Hong Kong) Limited. The joint subscribers were Bank of America Singapore Branch and Industrial Bank Co., Ltd.