11 Apr 2019

Stevenson, Wong & Co. Held a Career Talk at the City University of Hong Kong

On 11 April 2019, Stevenson, Wong & Co. (“SW”) gave a career talk at the City University of Hong Kong. SW partners Ms. Lai Lam, Mr. Rodney Teoh and trainee solicitor Ms. Karlie Cheung introduced the firm, traineeship and internship programme to nearly 30 law students.

Ms. Lai Lam discussed some key issues about the traineeship programme such as the application, qualifications and process for selecting trainee solicitors. Mr. Rodney Teoh provided more information about the work and challenges that trainee solicitors may face in Corporate Finance, Private Client, and Dispute Resolution. He also introduced the summer and winter internship programme to the attendees. The final session was presented by one of our trainee solicitors, Ms. Karlie Cheung who shared her experience of her life as a trainee at SW.

Please contact Ms. Lai Lam or Mr. Rodney Teoh for any enquiries or further information about this event.

Posted by Editor

10 Apr 2019

Stevenson, Wong & Co. Partner Mr. Rodney Teoh Attended CityU Employers’ Luncheon 2019

On 9 April 2019, Stevenson, Wong & Co. (“SW”) partner Mr. Rodney Teoh and public relations manager Ms. Margaret Ip attended City University of Hong Kong (“CityU”) Employers’ Luncheon 2019 at Convention Hall, Hong Kong Convention and Exhibition Centre. Over 300 employers from the business community and diverse industries, 80 academics and 120 students were engaged in this signature occasion of CityU. The event allows the employer attendees to sharpen their understanding of the educational philosophies of CityU. There was also an exhibition displaying students’ excellent work and showcasing their achievements at the event.

SW Partner Mr. Rodney Teoh

SW Partner Mr. Rodney Teoh and law students from CityU

Please contact our partner Mr. Rodney Teoh for further information.

Posted by Editor

10 Apr 2019

The Stock Exchange of Hong Kong Limited (the “Exchange”) publishes listing decision on why the Exchange rejected certain listing applications

Background

On 22 March 2019, the Exchange published a listing decision (LD121-2019) to provide guidance on the reasons for rejecting 24 listing applications. The Exchange acknowledged that there was a noticeable increase in the number of listing applications rejected in 2018 as compared to previous years. The aforementioned increase was due to a heightened level of scrutiny exercised by the Exchange in its assessment of suitability of listing applicants (the “Applicant(s)”), and the exercise of its discretion to determine whether there are facts and circumstances to form a reasonable basis to believe that the Applicants are likely to invite speculative trading upon listing or to be acquired for their listing status. The Exchange placed particular emphasis on the Applicants’ (1) commercial rationale for listing and whether there was a genuine need for funding, and (2) valuation and the methodology used, when vetting the listing applications.

Summary

The table below provides a summary of the reasons for rejection raised by the Exchange:

Reasons for rejection		Issues
Suitability
1.	Lack of commercial rationale for listing and thus no genuine funding needs	Fifteen Applicants failed to: (a) substantiate the commercial basis for the proposed expansion plans, and the proposed expansion plans were not commensurate with their previous business strategies and financial performance; (b) explain how their application of the IPO proceeds makes commercial sense, and where the Applicants intended to utilise the IPO proceeds to acquire land or property for use as a showroom, office premises or retail outlets, the cost savings gained from owning as opposed to leasing the properties was noted to be insignificant; or (c) demonstrate a genuine funding need as the Applicants had previously relied upon internally generated funds to finance their operations during the track record period (the “TRP”) and would be able to fund the proposed expansion plans with internal resources and/or debt financing.
2.	Unsupported valuation	Three Applicants failed to justify: (a) why their forecasted price-earnings ratios were higher than those of industry peers and the basis on which the peers were selected; and (b) how such valuations were reasonable in light of the Applicants’ history and profit forecasts.
3.	Packaging	One Applicant failed to demonstrate that different companies recently restructured under the listing group had operated as a single economic unit during the TRP, which led to the perception that the Applicants’ reorganisation had been done solely to meet eligibility requirements under the Listing Rules.
4.	Deterioration of financial performance	One Applicant showed a significant deterioration in their financial performance during the TRP and there was insufficient basis to believe that their situation would improve as their diversification into a new segment was recent and long term prospects of the new business were uncertain.
5.	Suitability of director/person of substantial interest or controlling shareholder	Three Applicants’ director(s) or person(s) of substantial interest or controlling shareholder(s), who had significant influence on the operations and management of the Applicants during the TRP, had previously been convicted of offences relating to dishonesty, thus rendering the Applicants unsuitable for listing.
6.	Sustainability of business	A substantial portion of the Applicants had a substantial portion of revenue during the TRP derived from a separate business operated by their controlling shareholder(s), which in particular led to the following observations and/or concerns: (a) the delineation of the Applicants’ business from its controlling shareholder(s) did not conform to industry norms; (b) the arrangements with the Applicants’ controlling shareholder(s) were not on normal commercial terms; and (c) there was uncertainty whether the Applicants’ arrangements with independent customers would generate similar amount of sales.
Eligibility
7.	Failure to meet the minimum net profit requirements after excluding non-ordinary course income
8.	Failure to meet the qualification requirements for transfer from GEM to Main Board
Other reasons
9.	Failure of the sponsor to satisfy the independence requirement

Conclusion

The listing decision reflects (1) the change in the Exchange’s listing reviewing process; and (2) the new initiatives of the Exchange shown in recent developments such as (a) the GEM Listing Rules amendments in February 2018; and (b) the Consultation Paper regarding Backdoor Listing published in June 2018. For further details, please refer to our news updates published on 5 March 2018 and 11 September 2018.

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 Hank Lo or Rodney Teoh for any enquiries or further information.

Posted by Editor

8 Apr 2019

(中文) 史蒂文生黄受邀出席 “中国企业海外权益保护” 研讨会并担任演讲嘉宾

(中文) 2019年4月8日，史蒂文生黄律师事务所合伙人，诉讼及争议排解部、银行及金融部主管徐凯怡律师受邀出席在江苏省南京市举办的“中国企业海外权益保护”研讨会并担任专题演讲嘉宾。

“中国企业海外权益保护”研讨会是由江苏省欧美同学会、中共建邺区委组织部主办，由南京市律师协会承办，并由江苏省产业海外发展和规划协会、江苏省国际商会协办。中共建邺区委常委、组织部长刘玉民，江苏省欧美同学会副会长杨群，建邺区司法局局长严兴中出席研讨会并发表致辞。

徐凯怡律师在研讨会中发表了“内地企业如何在香港采取有效措施保护权益”主题演讲，并共同探讨如何为中国企业顺利“走出去”保驾护航。

若阁下欲了解更多关于本次研讨会和本所详情，请联络本所合伙人徐凯怡律师：heidichui.office@sw-hk.com。

Posted by Editor

3 Apr 2019

Stevenson, Wong & Co.’s Private Client Department Won Several Awards

Stevenson, Wong & Co. (“SW”) is delighted to announce the winning of 4 awards – a testament to the excellence and territory wide recognition of our Private Client Department.

SW has been awarded “Family Mediation Law Firm of the Year in Hong Kong” in 2019 Global Law Experts Annual Awards. It honours those who have been successful over the past 12 months and who have shown excellence not only in expertise but in service.

We have again been recognized for our success and dedication in the legal industry by being awarded “Family Law Firm of the Year – Hong Kong” in Finance Monthly Legal Awards 2019 and ACQ5 Law Awards 2019.

SW Partner Ms. Catherine Por has been selected by Lawyer Monthly as the recipient of “Women in Law Awards 2019” in recognition of her outstanding legal expertise in and contribution to Family Law. The Lawyer Monthly Women in Law Awards celebrate and highlight the achievements of women in the legal profession across the globe. It recognizes the excellence and outstanding achievements of individuals over the past twelve months.

Catherine Por heads the Private Client Department in the firm. She specializes in all aspects of family law disputes, and has extensive experience in complex financial claims, intervener proceedings, financial claims under Part IIA of the Matrimonial Proceedings and Property Ordinance (Chapter 192), Child Abduction cases, relocation of children cases, claims under the Guardianship of Minors Ordinance (Chapter 13), custody cases, pre-nuptial and post-nuptial agreements, contentious and non-contentious trust cases, contentious estate matters, cross border issues and enforcement proceedings. She has provided on several occasions legal opinions on Hong Kong Family Law. Catherine is also an Accredited General and Family Mediator, Fellow of the Chartered Institute of Arbitrators and is a Notary Public and Civil Celebrant of Marriages.

SW has one of the leading private client practices in Hong Kong with over 40 years of experience. The practice has grown significantly in recent years which uniquely also deals with wealth protection and succession planning, estates and trusts, Committee work, wealth and asset management, all under one roof. Our teams are dedicated and aim to provide effective and practical solutions and support to people going through changes in their family circumstances. We have expertise in dealing with all aspects of contentious and non-contentious family matters. We deal with cases with an international element, whether they relate to children or finances. We also regularly help clients with PRC issues.

Please contact Ms. Catherine Por for any enquiries or further information.

Posted by Editor

1 Apr 2019

Hainan Lawyers Association Visited Stevenson, Wong & Co.

On 1 April 2019, delegates from Hainan Lawyers Association paid a friendly visit to Stevenson, Wong & Co. (“SW”) and met with partners Mr. Willy Cheng, Ms. Heidi Chui, Ms. Milly Hung and senior associate Mr. Samson Wong. SW partner Mr. Willy Cheng gave an introduction of SW’s history and services and then delegates and SW personnel engaged in an in-depth exchange of views so as to develop further co-operation.

From left to right: Mr. Wu, deputy secretary of the Party Committee of the Ministry of Justice of Hainan Province, SW partner Mr. Willy Cheng, President of Hainan Lawyers Association Mr. Xiaohui Zhang and Mr. Ares Lee, Vice Director, Research of China Legal Service (H.K.) Ltd.

Please contact our partner Mr. Willy Cheng for more enquiries about this event.

Posted by Editor

Recent Articles/Events