Stevenson, Wong & Co. advised Real Hero Ventures Limited (the “Offeror”) in relation to (i) the acquisition of 48.98% of the total issued share capital of 1957 & Co. (Hospitality) Limited (“1957 & Co.”, Stock Code: 8495) at the consideration of approximately HK$100 million (the “Acquisition”) and (ii) the mandatory general offer for all the outstanding shares in 1957 & Co. (the “Offer”). The entire issued share capital of 1957 & Co. was valued at approximately HK$205 million.

The Acquisition triggered the Offeror’s mandatory general offer obligation under Rule 26 of the SFC Takeovers Code. As such, the Offeror made a mandatory unconditional cash offer for all the outstanding shares in 1957 & Co. via its offer agent, Silverbricks Securities Company Limited. The Offer was closed on 17 August 2022. Valid acceptances had been received in respect of 86,266,000 offer shares, representing approximately 22.47% of the entire issued share capital of 1957 & Co.. Immediately after the close of the Offer, the Offeror was interested in approximately 71.45% of the entire issued share capital of 1957 & Co.

The Offeror is ultimately owned by Mr. Cai Weike (“Mr. Cai”). Mr. Cai is a seasoned investor and operator with over 10 years’ experience in PRC Internet, e-commerce, logistics trade, operation of restaurants and catering management related industries. On 19 August 2022, Mr. Cai was appointed as the chairman of the board and one of the executive directors of 1957 & Co..

1957 & Co. is a Hong Kong-based restaurant operation and management group that offers a variety of speciality cuisines in restaurants designed by award-winning interior and lighting designers. The company operates full-service restaurants under various brands, including Sushi Ta-ke, An Nam (including its junior brand, Petit An Nam), Modern Shanghai, Hokkaidon, Mango Tree (including its junior brand, Mango Tree Café), Gonpachi and Paper Moon. The company also provides restaurant pre-opening and management consultancy services in Hong Kong and the PRC.

The SW team was led by corporate partners Mr. Hank Lo and Mr. Gordon Tsang, senior associate Mr. Terence Lau, supported by associates Ms. Teresa Yip, Mr. Bun Chan and Mr. Gary Kwok. Partner Mr. Gordon Tsang is also serving as the joint company secretary and authorised representative of 1957 & Co..

Please contact Mr. Hank Lo, Mr. Gordon Tsang or Mr. Terence Lau for any enquiries or further information about this transaction.

In August, we welcomed our last batch of students for our 2022 summer internship programme. 16 passionate and talented students from local and overseas universities joined our 3-week internship programme.

Throughout the programme, the interns participated in the department seat rotations, department talks, and networking sessions to have a glimpse of working at a full-service law firm.

We hope you enjoyed your time with us, and we wish you all the best in your legal studies and career.

Our August Batch of Summer Interns (front row from the left): Eva Lam, Hilary Yung, Partner Milly Hung, Partner Lai Lam, Partner Janice Chin, Christy Wong, Zita Kwan, Trainee Mentor Jess Chung and Trainee Mentor Collina See
2nd row from the left: Gabriel Yu, Max Zhang, Cyrus Lam, and Wilson Tang

The interns attended various department talks during the 3-week programme.

The interns presented on their last day to the partners and mentors.

Our July Batch of Summer Interns (front row from the left): Trainee Mentor Jess Chung and Trainee Mentor Collina See, Freya Chan, Amy He, Partner Rodney Teoh, Partner Milly Hung, Partner Lai Lam, Partner Janice Chin, Chloe Li, Karen Yee and Gladys Wong
2nd row from the left: Harry Poon, Tobias Lai, Alpha But, and Trainee Mentor Charles Luk

For more information about our internship programme, please contact Ms. Lai Lam, Mr. Rodney Teoh, Ms. Milly Hung or Ms. Janice Chin.

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”.

Special Purpose Acquisition Companies (“SPAC”) is a new listing regime in Hong Kong. It allows SPAC promoters to source target companies with potential in listing for merger and acquisition to acquire a listing status through an unconventional initial offering.

During the 3-hour webinar, Gordon and Gary gave an in-depth introduction to the listing requirements of traditional IPOs and SPAC, as well as the De-SPAC Transaction and De-Listing Mechanism of SPAC. They also compared the SPAC listing requirements between the U.S., Hong Kong and Singapore. Lastly, they concluded the course by discussing the advantage and potential risks of SPAC Listing in Hong Kong.

Due to the pandemic, the course was delivered via a webinar, and positive feedback was received from the audience.

Please contact Partner Gordon Tsang for any enquiries or further information about this course.

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.

Corporate disclosures

In relation to disclosures, the SFC is strongly aligned with the approach adopted by the International Organization of Securities Commissions (“IOSCO”) and acknowledges how the International Sustainability Standards Board (“ISSB”) could set out a path, with its proposed climate standard, which is built on the Task Force on Climate-related Financial Disclosures (“TCFD”) framework, forming a comprehensive global baseline for climate-related disclosures. The SFC shall continue to support the work of the new ISSB and sustainability disclosures more generally, including:

• Continuing to work with The Stock Exchange of Hong Kong Limited (“SEHK”) on a proportionate approach to corporate disclosure requirements that are aligned with global baseline standards.
• Working with other Cross-Agency Steering Group (“CASG”) members to consider how the requirements in the new ISSB climate standard Exposure Drafts could be adopted as part of Hong Kong’s domestic reporting framework.
• Engaging with the China Securities Regulatory Commission (“CSRC”) on the use of the ISSB climate standard to enhance cross-border consistency.
• Continuing to participate in the work of IOSCO on corporate sustainability disclosures.

In particular, a SFC-SEHK joint working group will continue to examine the readiness of listed companies to report under the proposed ISSB climate standard and the challenges faced by them, and to consider a framework aligned with the ISSB climate standard for Hong Kong. Other longer-term considerations include the digitalisation of climate reporting information, capacity building needs, and the development of an assurance framework in Hong Kong.

Internationally, the SFC will continue to participate in IOSCO’s work on reviewing the ISSB Exposure Drafts and considering assurance issues, as well as monitoring the work being done by the Network of Central Banks and Supervisors for Greening the Financial System (NGFS) Workstream on bridging the data gaps.

Monitoring the implementation of and enhancing existing measures

Asset management

The SFC has implemented measures to require fund managers to take climate-related risks into consideration in their investment and risk management processes as well as to make appropriate disclosures to meet investors’ demand for climate risk information and to combat greenwashing. Going forward, the SFC will continue to monitor the implementation of the measures and seek to enhance regulatory supervision in order to align with international regulatory development trends, including (i) continuing to consider the issues concerning the data underpinning asset manager disclosures, and (ii) maintaining regular dialogues with the industry to monitor the progress of licensed fund managers’ incorporation of new climate-related risks conduct and disclosure requirements, and provide the necessary clarification and guidance to the fund managers.

ESG funds

The SFC will continue to monitor ESG funds’ compliance with the requirements set out in its June 2021 circular. It will also continue its engagement with stakeholders, including hosting industry workshops to provide guidance, as well as working with the Investor and Financial Education Council (“IFEC”) to enhance investors’ awareness of ESG funds.

Taxonomy

One of the CASG’s action points is to aim for the adoption of the Common Ground Taxonomy (“CGT”) in Hong Kong. As a member of both the International Platform on Sustainable Finance (“IPSF”) and its Working Group on Taxonomies, the SFC will continue to monitor developments in this area, with a view to considering how the adoption of the CGT could complement the SFC’s existing regulatory and supervisory measures.

Education and training

Effective investor protection must include measures to educate investors. The SFC will continue to work with the IFEC to support investor education in this field, through regular updates via online and social media platforms, publicity campaigns, press events, public talks and stakeholder collaborations. The SFC will also continue to support the CASG’s efforts in relation to the GSF Centre and to contribute to IOSCO’s capacity building work, both through the IOSCO’s Sustainable Finance Task Force (“STF”) workstream on promoting good practices and the IOSCO Asia-Pacific Regional Committee (APRC).

Technology and innovation

The SFC will continue to work with other CASG members and stakeholders to facilitate the development of technologies to support green and sustainable finance initiatives locally, regionally and internationally. In particular, there is a plan to create a free and publicly accessible greenhouse gas (GHG) emissions estimation tool, with clearly-disclosed methodologies, that companies can use as an alternative source of information.

Regulatory framework for carbon markets

Hong Kong has a strategic role in adding value to carbon market development. There are two key types of carbon markets – voluntary carbon markets (“VCM”) and compliance markets or emissions trading schemes (“ETS”). At present, ETS only cover a small part (around 16%) of total global emissions. For corporates that do not fall under ETS, VCM may enable them to neutralise their emissions as they work on emissions reduction, and help channel capital to underlying projects to generate carbon credits. The SFC will focus on identifying the appropriate regulatory framework for the proposed business models. In addition, the SFC will continue to participate in the IOSCO STF’s carbon market workstream, with a view to supporting international developments in the transition to a greener global economy and considering the relevance of such developments to Hong Kong.

Analysis and takeaways

Jurisdictions worldwide have sought to respond to the urgent need to address the impact of climate change. Environmental issues have become a key focus for governments in different countries and it is recognised that private sector investment is vital to help fund the move towards a greener global economy. The SFC has been at the forefront of efforts to develop an effective regulatory framework for green finance in Hong Kong. The Agenda aims to enhance the quality of information available, increase transparency and build trust for investors, thereby supporting investment flows into sustainable projects that will drive forward net zero targets.

Please contact our Partner Mr. Rodney Teoh and Associate Ms. Angela Lau 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.

We acted for the Defendant Mother (“the Mother”) who obtained a Hadkinson Order pursuant to a judgment given by the Court of Appeal on 26 January 2022 (“the Judgment”), to the effect that unless the Plaintiff Father (“the Father”) complies and continues to comply with a prior Order made in the Family Court in relation to financial provision for the child, his appeal regarding the custody, care and control of the child shall stand dismissed without further Order of the Court.
On 23 February 2022, by way of a Notice of Motion, the Father applied for leave to appeal to the Court of Final Appeal in respect of the said Hadkinson Order on the ground that the Court erred in the “finding of facts” and further erred in its conclusion that the conditions for a Hadkinson Order were met.

What is a Hadkinson Order?
A Hadkinson Order is an Order by which a court may in its discretion refuse to hear a party to a cause, who has disobeyed an Order of the court until that party has purged his/her contempt.

Legal Principles
Section 22(1)(b) of the Hong Kong Court of Final Appeal Ordinance provides that leave to appeal will only be granted if the question involved in the appeal is one which, by reason of its great general or public importance, or otherwise, ought to be submitted to the Court of Final Appeal for decision.

Court’s Decision
The six grounds of appeal advanced by the Father did not satisfy the threshold for the grant of leave to appeal. Thus, the Father’s Notice of Motion was dismissed by the Court.

The Court also said that there is no basis for suggesting that the Judgment will lead to a floodgate of Hadkinson applications. As far as the child’s rights are concerned, the Court has considered how the Father’s non-payment has a detrimental impact on the child’s education and general well‑being. Whether or not a Hadkinson Order should be made by the Court is a fact-sensitive matter and depends on the individual circumstances of a case.

Similarly for ground two to six, the Father did not formulate any question of great general or public importance in the Notice of Motion. Nor did he dispute the law on the conditions for making a Hadkinson Order.

The Father also referred to some other factual matters in the Notice of Motion and his submissions. The consideration of whether these matters justify granting leave under the ‘or otherwise’ limb were deferred to the Appeal Committee of the Court of Final Appeal.

As the Father has failed in his application, the Court ordered him to pay the costs of this application to the Mother.

This article is co-authored by our experienced SW Private Team– Partners Catherine Por and Wendy Lam, and our Senior Associate Karl Wong and Associate Chloe Chow. Please contact Catherine Por or Wendy Lam for any further enquiries or information.

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.

(中文) 2022年8月22日，国际青年律师会 (International Association of Young Lawyers，以下简称 “AIJA”)在新加坡举行第 60 届国际青年律师论坛。本所合伙人、银行及金融部和诉讼及争议解决部主管徐凯怡律师受邀为 “在亚洲打击洗钱和欺诈：本地的成功和全球挑战 (Combatting Money Laundering and Fraud in Asia: Local Success and Global Challenges) ” 中担任演讲嘉宾，并与来自新加坡、瑞士﹑加拿大和马来西亚的律师进行交流与分享。

本次论坛由AIJA主办，并获得了亚洲商业法律研究所、新加坡律政部、新加坡国际调解中心、新加坡法学院、新加坡国际仲裁中心和新加坡律师协会等机构的支持。徐律师在会上与其他演讲嘉宾分别就各司法管辖区的近期趋势、科技创新如何减轻或加剧欺诈/洗钱/犯罪活动、新冠疫情如何影响打击洗钱及恐怖分子资金筹集，以及未来的挑战和趋势等议题展开讨论。徐律师亦向与会者分享了香港近期出现的约会程式诈骗。

徐律师以线上形式参与了本次论坛。徐律师表示很高兴获邀以演讲嘉宾的身份参与本次活动，并期待在不久的将来能与大家会面。

若阁下想了解更多详情，请联络本所合伙人徐凯怡律师。