On 8 March 2018, Stevenson, Wong & Co. Partner and Head of Litigation and Dispute Resolution Department Ms. Heidi Chui was invited to attend the spring reception of China-Appointed Attesting Officers Limited (“CAAO”) at Bank of America Tower. China-Appointed Attesting Officers gathered to celebrate the beginning of the Year of the Dog and to network with fellow Officers.

Please contact Ms. Heidi Chui for any enquiries or further information about this event.

Introduction

On 15 December 2017, Hong Kong Exchanges and Clearing Limited (“HKEX”) published the Consultation Conclusions (the “Conclusions”) on the Review of the Growth Enterprise Market (“GEM”) and Changes to the GEM and Main Board Listing Rules. The revised Listing Rules took effect from 15 February 2018 with transitional arrangements.

Under the revised regime, Growth Enterprise Market (创业板) is renamed as “GEM” for both English and Chinese names and repositioned from a market for emerging companies to a market for small to mid-sized companies.

All the proposals in the consultation paper are adopted except for the proposals regarding the (a) the admission requirements for GEM transfer to the Main Board; and (b) extending the post-IPO lock up requirement on controlling shareholders for Main Board listing applicants which are not adopted.

Key Conclusions

Transitional Arrangements in relation to Listing Applications

Listing applications submitted before 15 February 2018

Listing applications submitted to the HKEX before 15 February 2018 will be processed in accordance with the GEM or Main Board Listing Rules in force as at the date of the Conclusions. Only one renewal of such applications will be permitted thereafter.

Listing applications submitted on or after 15 February 2018

Listing applications submitted to the HKEX on or after 15 February 2018 will be processed in accordance with the revised GEM or Main Board Listing Rules.

Transitional Arrangements in relation to GEM Transfer Applications

GEM transfer applications submitted before 15 February 2018

Applications to transfer from GEM to the Main Board that are submitted by eligible issuers before 15 February 2018 and have not lapsed, been rejected or returned as at that date, will be processed under the GEM streamlined process. The eligibility for the Main Board will be assessed in accordance with the Main Board Listing Rules in force at the date of the Conclusions, i.e. 15 December 2017. Only one renewal of such applications will be permitted thereafter.

GEM transfer applications submitted from 15 February 2018 to 14 February 2021

The Conclusions provide a 3-year transitional period. All GEM transfer applications submitted by eligible issuers within the period from 15 February 2018 to 14 February 2021 will have eligibility for the Main Board assessed in accordance with the Main Board Listing Rules in force as at the date of the Conclusions, i.e. 15 December 2017, and subject to the following requirements:

(a) applicants that have changed their principal businesses and/or controlling shareholders since listing on GEM will be required to:

• appoint a sponsor to conduct due diligence; and

• publish a listing document as a new listing applicant to the Main Board; or

(b) applicants that did not change their principal business and controlling shareholders since listing on GEM will only need to:

• prepare a GEM transfer announcement in connection with its GEM transfer; and

• appoint a sponsor to conduct due diligence in respect of their activities during the most recent full financial year and up to the date of the GEM transfer announcement to ensure that the information in the GEM transfer announcement is accurate, complete and not misleading.

Implications

One of the main implications of the HKEX’s proposal was the reform of GEM as a stand-alone board. Without the streamlined transfer process, GEM transfer applicants will be required to appoint a sponsor to conduct due diligence and publish a “prospectus-standard” listing document for its transfer application.

Nevertheless, in the light of the three-year transitional arrangement, eligible GEM issuers without change of principal business nor controlling shareholders since listing will still be allowed to only issue a GEM transfer announcement and appoint a sponsor to conduct due diligence in respect of their activities during the most recent full financial year for their transfer application to the Main Board.

Another amendment to the rules relates to a controlling shareholder’s lock-up period after a GEM listing. Following the revision, the post IPO lock up will be extended to a “12+12” lock up period, in the sense that the controlling shareholder(s) cannot dispose any of the issuer’s shares held by it (with exceptions) during the first year after listing and must retain a controlling stake of the issuer for the subsequent year.

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.

AllBright Annual Dinner was successfully held on 10 February 2018 at Shanghai International Convention Center. Stevenson, Wong & Co. Partners Mr. Willy Cheng, Mr. Hank Lo, Mr. Eric Lui, Ms. Cornelia Chu, Ms. Heidi Chui, Mr. Stephen Wong, Mr. Rodney Teoh and other SW staff attended the annual dinner.

Managing Director of AllBright Law Office, Mr. Wu Mingde delivered a Lunar New Year Message to all attendees. SW Partner Mr. Willy Cheng and Bird & Bird representative, Mr. Justin Walkey also delivered a speech. Mr. Cheng said that SW attached importance to the cooperation with AllBright as AllBright, provides a platform for SW to develop its market in China. SW looks forward to further cooperation with AllBright so as to have greater success in the future.

Lawyers and representatives from all 19 AllBright offices in China joined the event. The dinner was a perfect opportunity for all members of AllBright to come together and celebrate another successful year whilst recognizing the efforts made by all staff throughout the year. This year, talented representatives from different branch offices provided wonderful entertainment as part of an enjoyable evening.

SW’s performing group gave a wonderful performance titled “Funky Night” and sang two songs. They sang and danced on the stage which gave a lively atmosphere and received thunderous applause.

From left to right: Mr. Christopher Cheung (trainee solicitor); Ms. Florence Wai (associate); Ms. Ellie Cheung (associate); Mr. Rodney Teoh (partner); Mr. Gordon Tsang (associate); Mr. Wilfred Cheng (trainee solicitor) and Ms. Ivy Yeung (trainee solicitor).

Please contact our Mr. Willy Cheng or Mr. Hank Lo for any enquiries or further information about this event.

On 8th February 2018, our Partners Mr. Hank Lo, Mr. Eric Lui, Mr. Stephen Wong, Mr. Rodney Teoh and our associate Mr. Gordon Tsang were invited to attend the 18th Anniversary Celebration of AllBright’s Hangzhou Office. The event attracted more than one hundred guests including the representatives from other AllBright offices in Mainland China.

Mr. Stephen Wong and Mr. Rodney Teoh

Mr. Stephen Wong and Mr. Rodney Teoh

Mr. Gordon Tsang

AllBright’s Hangzhou office was established in 2000. The Hangzhou office principally engages in the following practice areas: dispute resolution, real estate and construction, securities and capital markets, corporate, commercial and M&A, and banking and finance.

For enquiries or further information about this event, please contact Mr. Hank Lo, Mr. Stephen Wong or Mr. Rodney Teoh.

We are delighted to announce that our Partner and Head of Litigation and Dispute Resolution Department Ms. Heidi Chui has been appointed by the Secretary for Financial Services and the Treasury of the Government of the Hong Kong Special Administrative Region as a member of Disciplinary Panel A of the Hong Kong Institute of Certified Public Accounts (“HKICPA”) in February 2018 for a term of two years.

The HKICPA is the statutory licensing body of accountants in Hong Kong. It is responsible for matters including the maintenance of the quality of entry to the profession; the promulgation of standards on financial reporting, auditing and assurance, and accounting ethics standards; as well as the development of the profession.

Ms. Heidi Chui is an Arbitrator (on the panel list of the Law Society of Hong Kong), Fellow of the Chartered Institute of Arbitrators (U.K.) and an Accredited General Mediator with both the Hong Kong International Arbitration Centre and the Law Society of Hong Kong. She is also a member of the Arbitration Committee of The Law Society of Hong Kong. She is also a China Appointed Attesting Officer.

Please contact Ms. Heidi Chui for any enquiries or further information.

Stevenson, Wong & Co. is delighted to announce 3 awards, a testament to the excellence and territory wide recognition of our Family Department.

First, our Family Department has been selected as the winner of “Family – Law Firm of the Year – Hong Kong” in Lawyer Monthly Legal Awards 2017

Secondly, we have been awarded “Family Mediation Law Firm of the Year in Hong Kong 2018” by Corporate INTL. Corporate Intl Magazine Global Award which commemorates those who have been successful over the past 12 months and who have shown excellence not only in expertise but in service.

Thirdly, our Family Department has again been recognized for its success and dedication in the legal industry by being awarded as “Family Law Firm of the Year – Hong Kong” in Corporate USA Today Annual Awards 2018 and Lawyer International – Legal 100 2018 Awards.

Stevenson, Wong & Co has one of the leading family law practices in Hong Kong with over 40 years of experience. The practice has grown and become a significant part of a developing Private Client department which uniquely also provides 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 also deal with cases with an international element, whether they relate to children or finances. We regularly help clients with PRC issues.

We also offer and promote mediation as an alternative dispute resolution procedure. We regularly conduct mediations for a variety of family issues with a high success rate. We are dedicated to the use of alternative dispute resolution in litigation, providing assistance to parties to reach a mutually agreed settlement in a timely and flexible manner.

Our Succession planning and estates practice group, in addition to assisting our clients with the preparation of wills, succession planning and the handling of probate applications, works closely with our family team to assist separating parties in wealth protection. We handle financial and maintenance claims of family and dependants against the estate of deceased persons. We offer advice and help resolve financial disputes involving complex issues, substantial assets or complicated company and trust structures

As well as with SW Trustee, we also work closely with international trust corporations to establish trusts to meet the needs of our domestic and international clients.

Committee Work is a growing area in Hong Kong and we are experienced in handling applications under Part II of the Mental Health Ordinance, advising Committees and acting as a Professional Committee appointed by the Court of First Instance.

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