26 Mar 2025

Stevenson, Wong & Co. in association with AllBright Law (Hong Kong) Offices LLP advised Nanshan Aluminium International Holdings Limited (2610.HK) on its Successful Listing on the Hong Kong Stock Exchange

Stevenson, Wong & Co. in association with AllBright Law (Hong Kong) Offices LLP acted as the Hong Kong legal advisers to Nanshan Aluminium International Holdings Limited (2610.HK) (“Nanshan Aluminium International”) in its successful listing on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).

The shares of Nanshan Aluminium International were listed on the Stock Exchange on 25 March 2025. Nanshan Aluminium International initially offered a total of 88,235,300 shares, among which 8,823,600 shares were offered under the Hong Kong public offering and 79,411,700 shares were offered under the international placing. The offer price was HK$26.60 per offer share, and the gross proceeds from the global offering amounted to approximately HK$2,347.1 million.

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Nanshan Aluminium International and its subsidiaries (the “Group”) are a leading alumina manufacturer in Southeast Asia, committed to continually strengthening its market position in the region. Since its inception, the Group’s primary focus has been on tapping into Indonesia’s abundant bauxite and coal reserves, utilising these resources to fuel its operations. The Group’s strategic position within the Special Economic Zone amplifies its logistical and economic efficiencies, enables the Group to forge a highly efficient and technologically advanced alumina production base.

The listing of Nanshan Aluminium International constitutes a spin-off of the Group by its controlling shareholder, Shandong Nanshan Aluminium Co., Ltd., the shares of which are listed on the Shanghai Stock Exchange (600219.SH).

Nanshan Aluminium International has four cornerstone investors, Glencore International AG, Hongkong Topway Trading Co., Limited (a subsidiary of Xiamen Xiangyu Co., Ltd. (600057.SH)), Reijong International Industrial Equipment (HK) Limited and PT Indika Energy Tbk (INDY.IDX) which subscribed for a total of around 35.14 million offer shares amounted to approximately HK$934.63 million.

The sole sponsor of the listing was Huatai Financial Holdings (Hong Kong) Limited. The joint global coordinators were Huatai Financial Holdings (Hong Kong) Limited, CMB International Capital Limited, China Galaxy International Securities (Hong Kong) Co., Limited, China International Capital Corporation Hong Kong Securities Limited, CLSA Limited, Daiwa Capital Markets Hong Kong Limited, DBS Asia Capital Limited, ICBC International Securities Limited, and UOB Kay Hian (Hong Kong) Limited.

Our team was led by our partner Mr. Rodney Teoh, supported by team members including Mr. Davis Lam (senior associate), Ms. Angela Lau (associate), Mr. Austin Kot (associate) and Mr. Jay Lee (legal manager (corporate finance)).

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

Posted by Editor

21 Mar 2025

Consultation Conclusions on the Review of Corporate Governance Code and Related Listing Rules

The Stock Exchange of Hong Kong Limited (“Exchange”) published the Consultation Conclusions (“Consultation Conclusions”) on the Review of Corporate Governance Code (“CG Code”) and Related Listing Rules on 19 December 2024. The Exchange received more than 260 responses from a wide variety of stakeholders, including listed issuers and market participants.

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While the majority supported the proposals outlined in the June 2024 Consultation Paper on Corporate Governance Code (“Consultation Paper”),[1] notable divergences were observed regarding the appointment of a lead independent non-executive director (“INED”) and the limit on INED’s tenure.

Following a review of the feedback, the Exchange has set the implementation date for the suggested modifications as 1 July 2025. Transitional arrangements will apply to certain rules regarding “overboarding” and tenures of INEDs. The latest guidelines will be provided by the Exchange in the first half of 2025 to facilitate the listed companies in complying with the most updated requirements.

A. Major Revisions to the CG Code and Related Listing Rules

The following table presents the primary focuses on the fundamental changes in the CG Code and the relevant Listing Rules, namely (i) Board Effectiveness; (ii) INED’s Independence; (iii) Board and Workforce Diversity; (iv) Risk Management and Internal Controls; and (v) Dividends.

Proposals	Final Amendments
Board Effectiveness
Designation of a lead INED (“Lead INED”)	· The functional role of a Lead INED is to facilitate discussions among the INEDs on the board and provide stakeholders with greater insight into the roles and contributions of the INEDs. · The newly introduced Recommended Best Practice C.1.8 recommends appointing a Lead INED in listed companies where the chairman is not an INED. This arrangement enables the Lead INED to act as an intermediary for the board members and shareholders, as well as providing an alternative communication channel when standard communication with the chairman or management proves insufficient. · The Exchange clarifies that the designation of an INED is not essential if the board chair is an INED and does not fall under the categories that necessitate an announcement in accordance with Main Board Listing Rules 13.51(2). Any alterations in the appointment of a Lead INED shall be promptly published via an updated list of directors and their roles and functions on both the Exchange’s and listed companies’ websites. · The listed companies are mandated to disclose the board’s interaction with the shareholders in the Corporate Governance Report (“CG Report”). · The latest Mandatory Disclosure Requirements section L(d) and Code Provision F.1.1 provide that the following details must be included in the disclosure: – The nature and number or frequency of such engagements; – The group(s) of shareholders and representatives of the issuer involved; and – The issuer’s approach to following up on the outcomes of these engagements
Mandatory director training	· The Exchange emphasises the importance of maintaining director competence and expertise by mandating compulsory training, particularly for First-time Directors (“First-time Directors”). · The First-time Directors refer to individuals who (1) do not have previous experiences in being appointed as a director of a listed company on the Exchange; or (2) not being designated as a director of a listed company on the Exchange for a minimum of three years preceding their appointment. They are required to undergo a minimum of 24 hours of training within a period of 18 months following their appointment. · For the First-time Directors who possess experience serving as directors of a listed company on the exchanges in foreign jurisdictions within the past three years before their designation, a total of 12 training hours are necessary within the initial three years of appointment. · A confirmation listing the details of the directors taking part in the continuous professional development is specified under the Mandatory Disclosure Requirements section B(i), which includes: (i) the total hours of continuous professional development accomplished; (ii) the format or mode of continuous professional development engaged in, specifying whether an external or internal provider was utilised or if the development resulted from self-study; and (iii) the total number of hours completed, the training subjects addressed, and a description of the relevant training provider(s) for each mode of continuous professional development undertaken. Note: For the First-time Directors, a confirmation statement indicating that they have fulfilled the basic training requirement is compulsory pursuant to new Main Board Listing Rules 3.09H and GEM Listing Rules 5.02H.
Board performance review	· The proposal will be implemented accordingly as Code Provision B.1.4, which mandates the issuer to perform an official review of the board’s performance a minimum of every two years. · The Exchange clarifies that the emphasis of the review is predominantly based on the holistic performance of the board, such as whether it corresponds with the company’s overall business objectives and strategies, instead of an individual assessment of each director. · Additional guidance in the New Corporate Governance Guide (“New CG Guide”) regarding the anticipated scope and level of details required for the related disclosure will be provided.
Board skills matrix	· Code Provision B.1.5. will be implemented, which will require the issuer to maintain and disclose a board skills matrix in the CG Report, including details such as the combination of skills possessed by the board at present. · The New CG Guide will include guidance on the recommended format and requisite level of detail for the maintenance of a board skills matrix and enhancement of disclosure.
Overboarding INED and director’s time commitment	· The revised Main Board Listing Rules 3.12A and GEM Listing Rules 5.07A provide that an INED must not simultaneously hold more than six directorships of listed companies listed on the Main Board or GEM. · Listed companies with overboarding INEDs will be given a three-year transition period starting from 1 July 2025, with compliance required by the first Annual General Meeting (“AGM”) held on or after 1 July 2028. IPO applicants are obliged to ensure their INEDs adhere to the respective cap on the simultaneous directorships effective from 1 July 2025. · The nomination committee is required to adopt consistent assessment requirements to evaluate the director’s time commitment and board contribution alongside his or her capacity to fulfill obligations in an effective manner on an annual basis as stipulated in the Mandatory Disclosure Requirements section E(d)(iii). · Factors such as the directorships of the listed issuers on the Exchange and other significant external time commitments will also be taken into consideration.
INED’s Independence
Cap on INED’s tenure	· An INED of the issuer’s board is not allowed to serve for over nine years (“Long Serving INED”), which will be implemented in two phases over a six-year transition period to encourage board renewal, as elucidated in the revised Main Board Listing Rules 3.13A and GEM Listing Rules 5.09A. Phase 1 Requirement: A listed company on the Exchange shall not comprise Long Serving INEDs constituting the majority of INEDs on the board. With the three-year transition period commencing from 1 July 2025, adherence to the requirement must be completed by the first AGM carried out on or after 1 July 2028. Phase 2 Requirement: A listed company shall not include any Long Serving INEDs on the board. With the six-year transition period commencing from 1 July 2025, adherence to the requirement must be completed by the first AGM carried out on or after 1 July 2031.
Disclosure on INED’s tenure	· The duration of the tenure and the current appointment period of each director is required to be disclosed in the CG Report as provided in the updated Mandatory Disclosure Requirements section B(a).
Board and Workforce Diversity
Composition of the nomination committee	· Code Provision B.3.5 will be introduced to require listed companies to designate a minimum of one director of a different gender to be part of the nomination committee to foster great diversity within the board.
Workforce diversity policy	· The revised Main Board Listing Rules 13.92(1), GEM Listing Rules 17.104(1) and Mandatory Disclosure Requirements section J(b) require the listed companies to implement a workforce diversity policy alongside a board diversity policy.
Annual review of board diversity policy and disclosure of gender ratio	· The updated Mandatory Disclosure Requirements section J(a) specifies that listed companies are obliged to conduct a review of the board diversity policy annually to encourage increased accountability for the measurement of progress and pursuit of diversity objectives. · The revised Mandatory Disclosure Requirements section J(c) states that the issuers are required to disclose separately in the CG Report regarding the gender ratio of (i) senior management and (ii) the workforce (excluding senior management) to update the market and investors that enable them to perform a more sophisticated examination on the diversity and inclusion initiatives.
Arrangements during temporary deviation	· The revised Main Board Listing Rules 13.92(2) and GEM Listing Rules 17.104(2) stipulate that the current guidance provided by the Exchange on temporary deviations from the requirement that issuers have listed companies consist of directors of various genders on the board will be codified.
Risk Management and Internal Controls
Strengthened the board’s obligations in conducting annual reviews on the risk management and internal control system (“RMIC Systems”)	· The obligation to perform annual reviews on the effectiveness of the RMIC Systems in the listed companies is stated in the revised Mandatory Disclosure Requirements section H to promote a systematic approach in identifying potential risks and vulnerabilities. · The revised Code Provision D.2.1 has been refined to specify the scope of the review, encompassing the coverage of material controls of both the listed companies and its subsidiaries’ RMIC Systems. · A comprehensive evaluation of the RMIC Systems by the listed companies are expected to establish proper procedures and controls to mitigate business risks.
Dividends
Disclosure of the listed companies’ policies concerning dividends payments and the board’s dividend decisions	· The newly amended Mandatory Disclosure Requirements section M has provided that there is an enhanced disclosure requirement of the companies’ dividend policies and board’s dividend decisions to enhance transparency and accountability in financial reporting. · Details such as the policy’s aim and objective and the primary considerations in determining whether to declare, recommend or pay any dividend; and confirm the board’s compliance with the dividend policy (or otherwise, an explanation of its departure from the policies). · For listed companies without a dividend policy, it is necessary to disclose reasons for the non-existence of such policies. · For all listed companies, it is a mandatory requirement to state clearly whether (i) there are material variations in the dividend rate compared to the prior corresponding period; and (ii) the reasons for non-declaration of the dividends and the intended measures taken by the issuer to improve investors return.

B. Analysis and takeaways

The Exchange has strived to review and refine the Consultation Paper based on the recommendations and opinions provided by multiple industrial stakeholders and professional bodies. This has apparently reflected the Exchange’s efforts to enhance the sound corporate governance of the listed companies in multiple essential areas. The proposed amendments to the respective rules, provisions and requirements regarding Board Effectiveness, INED’s Independence, Board and Workforce Diversity, Risk Management and Internal Controls and Dividends, reveal the Exchange’s commitment to foster a structured and robust framework within the regulatory and compliance regime. As reflected in the Consultation Conclusions, the listed companies on the Exchange are expected to adhere to the most recent guidelines and their respective timelines to ensure effective compliance.

Please contact our Partner Mr. Rodney Teoh 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.”

[1] Please see our news update on the Exchange’s June 2024 Consultation Paper on Corporate Governance Code here.

Posted by Editor

26 Feb 2025

Partner Gordon Tsang Recognized by CBLJ in The A-List 2024-25: Rising Stars

We are delighted to announce that our Partner, Gordon Tsang, has been named a Rising Star in The A-List 2024-25 by China Business Law Journal (CBLJ).

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27 Jan 2025

Stevenson, Wong & Co. advised as issuer’s international counsel on Weifang Guokong Development Group Co., Ltd.’s successful offering of U.S.$20,500,000 6.95 per cent. Bonds due 2028. The bonds are listed on the Chongwa (Macao) Financial Asset Exchange Co., Ltd..

The placing agents of the offering include Harmonia Capital Limited, CNCB (Hong Kong) Capital Limited, Donghai International Securities (Hong Kong) Limited, Blackwell Global Securities Limited, CMBC Securities Company Limited, Danehill Capital Limited, Golden Continent Securities Co., Limited, Huijin Securities International Limited, ICBC International Securities Limited, Shenwan Hongyuan Securities (H.K.) Limited, Sino Partner International Securities Limited, SPDB International Capital Limited and Zhongtai International Securities Limited.

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Posted by Editor

23 Jan 2025

Partners Heidi Chui and Rodney Teoh Recognized by CBLJ in The A-List 2024-25: Growth Drivers

We are delighted to announce that our Partner and Head of Banking and Finance, Litigation and Dispute Resolution, Heidi Chui, alongside our Partner and Deputy Head of Corporate Finance and Co-head of the FinTech Group, Rodney Teoh, have been recognized as Growth Drivers in The A-List 2024-25 by China Business Law Journal.

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17 Jan 2025

(中文) 2024年12月《电子交易条例》之最新修订

(中文) 2024年12月《电子交易条例》之最新修订

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《电子交易条例》（香港法例第553章）（下称「该条例」）于2000年首次通过，其立法原意旨在促进电子交易的合法性及普及性，为电子签署及电子合约的法律效力提供法律框架。该条例的主要目的是确保一般电子交易在法律上与传统的纸质交易具有同等法律效力，从而促进电子商务及数字经济的发展。

该条例第17条订明电子合约不妨碍合约的有效性及可强制执行性。相比纸质交易，该条例为交易各方提供以下便利：

该条例的条款	条款内容	与纸质交易的比较
第17(1)条：	「在合约成立方面，除非合约各方另有协议，否则要约及承约可全部或部分以电子纪录形式表达。」	在普通法下，要约（offer）及承约（acceptance）为订立合约的必要元素。据此，除合约各方另有协议，以电子纪录[1]形式表达要约及承约的合约仍有十足的效力。
第17(2)条：	「凡使用电子纪录成立任何合约，不得仅因以电子纪录作此用而否定合约的有效性及可强制执行性。」
第17(2A)条：	「在合约成立方面，凡要约或承约全部或部分以电子纪录形式表达，则不得仅因某与该电子纪录相连或在逻辑上相联的电子签署是电子签署而否定该电子签署的法律效力。」	合约各方可透过电子签署[2]取代亲笔签署（wet-ink signature）。据此，亲笔签署再不是必须的。

随着电子交易日趋普及，香港政府以《2024年电子交易（豁免）（修订）（第2号）令》（L.N. 142 of 2024）（下称「修改令一」）及《2024年电子交易条例（修订附表3）（第2号）令》（L.N. 143 of 2024）（下称「修改令二」）修订了该条例及《电子交易（豁免）令》（香港法例第553B章）（下称「该附属条例」），以适应新的市场需求和技术发展。修订于2024年12月13日起实施，其摘要如下：

该条例/该附属条例的条款	赋权作出修订的条款	修订内容	修订影响
修改令一第3条	该条例第11(1)条[3]	废除该附属条例附表1第 30 项	原来该附属条例附表1第30项为《生死登记条例》（香港法例第174章）。以往，该条例第5条不适用于载列于该附属条例附表1的条例，即《生死登记条例》项下规定以书面形式作出的纪录不可透过电子纪录形式取代。于修订实施后，《生死登记条例》项下规定以书面形式作出的纪录可透过电子纪录形式取代。
修改令一第3条	该条例第11(1)条[3]	废除该附属条例附表1第 6 项	原来该附属条例附表1第30项亦为《生死登记条例》。以往，该条例第6条不适用于载列于该附属条例附表1的条例，即《生死登记条例》项下的签署要求不可透过电子签署取代。于修订实施后，《生死登记条例》项下的签署要求可透过电子签署取代。据此，在修订实施后，身份证申请及更新申请可透过电子形式提交。
修订令二第3条	该条例第50条[4]	加入该条例附表3第32及33项	该条例附表3第32及33项分别为《有限责任合伙条例》（香港法例第 37 章）第12条及《气体安全（气体供应）规例》（香港法例第51B章）第4(2)及(3)条。例如，以往公司注册处须以挂号邮递方式把有限责任合伙的注册证明书送交申请注册的商号。于修订实施后，公司注册处将以电子方式把有限责任合伙的注册证明书送交申请注册的商号。

上述修订突显香港政府致力透过法律来适应科技发展的决心。该条例及该等附属条例不仅有助提高交易效率，亦减少纸质文件的需求，从而降低运营成本。就金融机构而言，这意味着可以更快地处理交易，提升客户体验，并加强市场竞争力。本所预计，随着香港继续发展成为国际创新及科技中心，该条例及该附属条例将作进一步修订，以扩大电子服务的应用范围，进一步巩固香港作为国际金融中心的地位。

本摘要仅供参考，并非旨在提供正式的法律意见。

[1] 根据该条例第2条（释义），「电子纪录（electronic record）」指资讯系统所产生的数码形式的纪录，而该纪录（a）能在资讯系统内传送或由一个资讯系统传送至另一个资讯系统；并且（b）能储存在资讯系统或其他媒介内。

[2] 根据该条例第2条（释义），「电子签署（electronic signature）」指与电子纪录相连的或在逻辑上相联的数码形式的任何字母、字样、数目字或其他符号，而该等字母、字样、数目字或其他符号是为认证或承认该纪录的目的而签立或采用的。

[3] 根据该条例第11(1)条，常任秘书长可藉于宪报刊登命令，将本条例原本适用的任何条例，或任何条例内的特定规定或准许，或任何条例内的某类别或种类的规定或准许，豁除于第5、6、7或8条的适用范围之外。

[4] 根据该条例第50条，局长可藉宪报刊登的命令修订附表1、2及3。

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