News Updates

Find out all about our firm’s latest news updates below. To learn more about any individual item, please contact us here.

7 Nov 2022

Hong Kong Government Policy Statement on Development of Virtual Assets in Hong Kong

Introduction

On 31 October 2022, Hong Kong’s Fintech Week 2022 commenced with the Financial Services and the Treasury Bureau (FSTB) releasing a policy statement (the “Policy Statement”) on the Government’s measures and plans for the development of virtual assets (“VA”), including discussion on its vision, approach, the new licensing regime for VA service providers (the “VASP Regime”) (see our news update on the AMLO Bill (as defined below) implementing the VASP Regime here), green bond tokenisation (see our news update on green bond here) and allowing retail investors to trade cryptocurrencies.

Vision and Approach

The Government recognised the potential of distributed ledger technologies (“DLT”) and Web 3.0 as the future finance and commerce, and has stated its readiness in supporting the VA market in Hong Kong, for example, issuance of non-fungible tokens (“NFTs”), presence of Metaverse developers and use of DLT in trade finance etc. To allow VA innovations to thrive in Hong Kong, it is important to put in place appropriate guardrails to address risks and align to international standard regulatory safeguards in relation to financial stability, consumer protection, as well as money laundering and terrorists financing.

Over the past few years, adopting the “same activity, same risks, same regulation” principle, the Government and the regulators in Hong Kong have worked collaboratively and launched a comprehensive framework to regulate VA activities in Hong Kong.

Licensing Regime for VA Trading Platforms / VA Exchanges

A licensing regime for VA service providers (“VASPs”) was first introduced by the Securities and Futures Commission (“SFC”) in the publication of a position paper titled “Regulation of Virtual Asset Trading Platforms” in November 2019 (see our news update here). On 24 June 2022, the Hong Kong government gazetted the Anti-Money Laundering and Counter-Terrorist Financing (Amendment) Bill 2022 (the “AMLO Bill”), proposing changes to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615). The AMLO Bill introduced a new licensing regime for virtual asset exchanges which will take effect on 1 March 2023. Pursuant to the AMLO Bill, any person who carries or holds themselves out as carrying on a business of providing VA service; and any person, whether in or outside Hong Kong, who actively markets to the public in Hong Kong any VA services he provides or purports to provide will have to obtain a VASP license from SFC, failing which an offence is committed . 1

However, during the meetings of the Bills Committee after the gazettal of the AMLO Bill, concerns were raised on the proposal that VASPs would be restricted to offer their services to only professional investors, unlike other markets in which retail investors can access to VA via VA-related products such as exchange trade products.

As an initial step to allow the public to access VA under the new licensing regime, on the same day as the announcement of the Policy Statement, SFC published a circular on the possibility of having VA futures exchange traded funds (“ETFs”) in Hong Kong, 2which sets out the requirements that SFC will consider when authorising ETFs that obtain exposure to VA primarily through future contracts for public offering in Hong Kong under sections 104 and 105 of the Securities and Futures Ordinance. As stipulated in the Policy Statement, SFC will also conduct a public consultation to explore how retail investors may be given access to VA under the new licensing regime.

Property rights of tokenised assets and Stablecoins

The Government recognised the unique characteristics of VA as compared to traditional assets and indicated it is open to future review on property rights for tokenised assets and the legality of smart contracts. Furthermore, the Government also indicated that the consultation outcome and next steps of the discussion paper issued by the Hong Kong Monetary Authority (“HKMA”) on crypto-assets and stablecoins in January 2022 (the “Discussion Paper”), which examined the current regulatory framework in Hong Kong regarding stablecoins and sought the public’s and industry’s feedback on whether stablecoins or crypto-assets fall under the definition of stored value facility and be subject to the mandatory licensing regime regulated by the HKMA (see our news update ), will be published by HKMA in due course.

Pilot Projects
To demonstrate its support the global VA community, the Government has announced a number of pilot projects:

1. Issuance of NFTs for Hong Kong Fintech Week (“HKFTW”)

In order to prove the Government’s engagement in the Fintech and Web3 community, NFTs were issued to all the attendees of the HKFTW 2022. The NFTs not only served as a proof of attendance to the HKFTW, but also equipped with benefits to the holders of the NFTs, including special discounts on tickets for HKFRW next year and exclusive early announcements for participation in other Fintech events and programmes. In addition, the NFT holders were offered a chance to create their own Augmented Reality (AR) avatar to experience the Metaverse.

2. Green bond tokenisation

Following the completion of Project Genesis, which is the first green finance project led by HKMA and the Bank for International Settlements to develop two prototypes (utilising permissioned and permissionless blockchain respectively) to use DLT to issue green bonds to retail investors with higher transparency and easier access, 3 HKMA is now working on a new project to tokenise the Government’s green bond issuance for subscription by institutional investors. The objective of this pilot project is to test out the use of DLT throughout the bond cycle, including but not limited to, issuance, settlement, asset servicing, secondary trading and redemption of bonds, within the existing financial infrastructure and the legal and regulatory environment in Hong Kong. This pilot project will be a guide for similar issuances of green bonds by other market participants in the future.

3. e-HKD

VA and crypto assets are currently not regarded as valid and legal means of payment under Hong Kong law. Subsequent to the market feedback from the Discussion Paper issued by the HKMA as mentioned above, and to in line with other jurisdictions worldwide, the Government and the regulators continued to explore the possible launch of a Central Bank Digital Currency (rCBDC) – the e-HKD. The HKMA will adopt a “three-rail approach”, by exploring the phases (1) the technology and legal foundations, (2) use cases and designs, and (3) the timeline for launching e-HKD, to promote the launch of e-HKD in Hong Kong. The Government is positive that e-HKD will act as the potential “backbone” and anchor bridging legal tender and VA, and thereafter offer price stability and confidence to empower more innovations in the field of security token offerings on different types of VA.

Analysis and Takeaways

Considering the recent robust development of the VA market internationally, including Singapore tightening its VA regulatory regime this year, the Policy Statement evidenced the Government’s determination and commitment to build and promote a sustainable and comprehensive regulatory framework for Fintech and VA activities. Though much remains to be settled and revealed in detail, it is worth looking forward to the development of the regulation on VA, including the possibility of opening Hong Kong’s VA market to retail investors, the launch of e-HKD, VA futures ETFs authorisation and implementation of the AMLO Bill, which will foster and consolidate Hong Kong’s status as an international financial hub and enhance its position in the Fintech sector regionally and globally.

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.

1Section 53ZRA of the AMLO Bill.
2 SFC. (October, 2022). Circular on Virtual Asset Futures Exchange Traded Funds. Retrieved from SFC: https://apps.sfc.hk/edistributionWeb/gateway/EN/circular/products/product-authorization/doc?refNo=22EC60
3 Bank for International Settlements. (November, 2021). BIS Innovation Hub and Hong Kong Monetary Authority conclude first green finance project. Retrieved from Bank for International Settlements: https://www.bis.org/press/p211104.htm

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2 Nov 2022

Stevenson, Wong & Co. Sponsored and Attended HKIAC’s 2022 Arbitration Week

Hong Kong International Arbitration Centre (“HKIAC”) successfully held the 11th Hong Kong Arbitration Week from 24 to 28 October 2022. We are honored to sponsor and support the Hong Kong Arbitration Week again and attended the ADR in Asia Conference (“ADR Conference”) as an Exhibitor on 26 October. The Arbitration Week received strong support from 22 well-known Hong Kong and international institutions, including the Asian International Arbitration Center (AIAC), the China International Economic and Trade Arbitration Commission (CIETAC), the International Chamber of Commerce Court of Arbitration (ICC), the Hong Kong Department of Justice and the Law Society of Hong Kong.


From the left: our Senior Associate Mr. Calvin Huang, Consultant Ms. Jennifer Li, Partner and Head of Litigation and Dispute Resolution Department Ms. Heidi Chui, Senior Associate Mr. Kyle Lo, Paralegal Ms. Cathy Yang, Marketing and Communications Executive Ms. Julia Yeung

As the flagship event of Hong Kong Arbitration Week, this year’s ADR Conference was conducted in a hybrid format. Under the theme “The Future is Here”, experts from the international arbitration field were invited to discuss Arbitration and Alternative Fees, Cryptocurrency Disputes, and the Impact of ESG on International Arbitration. The ADR Conference invited HKIAC’s Secretary Dr. Mariel Dimsey to deliver the opening remarks, The Right Honourable Lord Neuberger of Abbotsbury GBS, Non-Permanent Judge of the Court of Final Appeal of Hong Kong Special Administrative Region as the Keynote Speaker, and HKIAC’s Co-Chair Mr. David W. Rivkin to deliver the closing remarks.

About HKIAC and Hong Kong Arbitration Week

The Hong Kong International Arbitration Centre (HKIAC) was established in 1985 by a group of leading businesspeople and professionals to meet the growing need for dispute resolution services in Asia. Over the past 30 years, HKIAC has become one of the world’s leading dispute resolution organizations, specializing in arbitration, mediation, adjudication and domain name dispute resolution.

Hong Kong Arbitration Week is a major annual event organized by HKIAC. It aims to provide a leading exchange platform in international arbitration to develop and promote Asia Arbitration through conferences, luncheons and evening receptions.


HKIAC’s Secretary Dr. Mariel Dimsey delivered the opening remarks


The Right Honourable Lord Neuberger of Abbotsbury, Non-Permanent Judge of the Court of Final Appeal of Hong Kong Special Administrative Region delivered the Keynote remarks


HKIAC’s Co-Chair Mr. David W. Rivkin delivered the closing remarks

Please contact our Partner Ms. Heidi Chui for further information about this event.

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27 Oct 2022

(English)THE EXCHANGE PUBLISHED THE CONSULTATION PAPER ON LISTING REGIME FOR SPECIALIST TECHNOLOGY COMPANIES

Introduction

On 19 October 2022, The Stock Exchange of Hong Kong Limited (the “Exchange”) published a consultation paper on the proposed amendments to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) in relation to a Listing Regime for Specialist Technology Companies (the “Consultation Paper”). In particular, the Exchange seeks to create a new Chapter 18C to govern the listing of Specialist Technology Companies, taking into consideration of the high growth potential of Specialist Technology Companies (“STCs”).1 The Exchange is seeking market feedback on its proposals by 18 December 2022.

Definition of “Specialist Technology Companies”

A broad definition is adopted so as to reserve the Exchange’s flexibility to publish and update the guidance letter as specialist technology industries (“Specialist Technology Industries”) evolve over time. STC is proposed to be defined as “a company primarily engaged (whether directly or through its subsidiaries) in the research and development of, and the commercialisation and/or sales of, specialist technology products within an acceptable sector of a Specialist Technology Industry”.2

A non-exhaustive list of Specialist Technology Industries and acceptable sectors will be published and updated from time to time. The proposed industries are set out as follows:3

(i) Next-generation information technology;
(ii) Advanced hardware;
(iii) Advanced materials;
(iv) New energy and environmental protection; and
(v) New food and agriculture technologies.

The Exchange proposes not to limit eligible applicants to those with “leading-edge” technologies. This aligns with the stakeholders’ view that the success of a STC is often attributable to the successful commercialisation of the core technology rather than the innovativeness of the technology itself. Moreover, companies with multiple business segments are included in the proposed listing regime for STCs, provided that they are “primarily engaged” in the relevant business (as referred to in the definition of STC).4

Background Issues

The Exchange recognises the necessity to regulate STCs since they pose particular regulatory issues:5

Difficulty in reaching a consensus on valuation
  • STCs often operate in new markets at the early stages and thus it is difficult to predict the potential market size of the products and how successful the company will be in addressing the needs of that market.
  • Moreover, since some STCs have not commercialised their products, they are subject to risks of speculation and manipulation of their valuation. They may also modify their business models significantly which leads to share price volatility and/or trading illiquidity after listing.
    • Absence of a Competent Authority
  • The Competent Authority regime for Biotech Companies for example provides investors with a frame of reference for investors to judge the stage of development of the products, in the absence of commercial indicators.
  • However, the products of STCs are not usually required to be evaluated or approved by a Competent Authority.
  • The Exchange is also not in a position to vet or assess the truth or accuracy of the claims made by STCs in their Listing Document. Therefore, this places investors at a risk of misrepresentation.
    • Viability of a product or service
  • Since novel technology may be applied, special expertise is necessary to assess the capabilities of their products.
  • There is a risk of companies intentionally overstating these capabilities, and deficiencies in the capabilities may not be uncovered until commercialisation.
    • Failure to successfully commercialise
  • STCs may fail to successfully commercialise, since many of them are still in the early stage and are engaging in R&D to commercialise their product.
    • Reliance on external funding
  • STCs rely on external funding to support operations. Since these companies have not yet generated sufficient revenue, they would fund their working capital requirements through proceeds from equity or debt financing.
  • Moreover, additional funding might be sought by the companies after listing, resulting in dilution of existing shareholders’ ownership interest.

    • Categorisation into Commercial and Pre-Commercial Companies

    The Exchange proposes that STCs will be categorised into “Commercial” and “Pre-Commercial” companies, with revenue threshold as a “bright line” test. 6

    “Commercial Companies” are those that have achieved meaningful commercialisation of their Specialist Technology Products and achieved a minimum revenue of HK$250 million in the most recent audited financial year, and are also expected to demonstrate year-on-year growth of revenue from the Specialist Technology Business. 7 Pre-Commercial companies will be subject to more stringent requirements as stated below. 8

    Requirements

    The below table sets out a comparison of the key requirements for Commercial Companies and Pre-Commercial Companies to be eligible for listing as set out in the Consultation Paper: 9

    Commercial Companies Pre-Commercial Companies

    Qualifications for Listing
    Expected market
    Capitalisation         		At least HK$8 billion at the time of listing Qualifications for Listing
    At least HK$15 billion at the time of listing
    Revenue Threshold At least HK$250 million arising from the company’s Specialist Technology business segment(s) for the most recent audited financial year No requirement
    Research and Development (R&D) Engaged in R&D for at least three financial years
    R&D investment constitutes at least 15% of total operating expenditure for each of the three financial years prior to listing R&D investment constitutes at least 50% of total operating expenditure for each of the three financial years prior to listing
    Operational track record At least three financial years of operation under substantially the same management prior to listing
    Third-party investment Definition of Sophisticated Independent Investors (“SIIs”):

    (a) must not be a core connected person of the listing applicant (excluding a person being connected only by virtue of being a substantial shareholder); and

    (b) must be a sophisticated investor who meets any of the indicative size thresholds or qualification requirement

    Minimum investment requirements:
    The listing applicant must have received meaningful investment from SIIs, with the following indicative benchmark which must be met:

  • investment from at least two SIIs at least 12 months prior to the date of the listing application, each holding such amount of shares or securities convertible into shares equivalent to 5% or more of the issued share capital of the listing applicant as at the date of listing application and throughout the preapplication 12-month period (“Pathfinder SIIs”); and
  • at least the following aggregate investment from all SIIs as at the time of listing of:
    • Expected market
    capitalisation
    at the time of listing
    (HK$)     		Minimum total
    investment
    (as % of issued share
    capital) at
    time of listing
    ≥ 8 billion to < 20 billion 20%
    ≥ 20 billion to < 40 billion 15%
    ≥ 40 billion 10%
    Minimum total
    investment
    (as % of issued share
    capital) at
    time of listing
    ≥ 15 billion to < 20 billion 25%
    ≥ 20 billion to < 40 billion 20%
    ≥ 40 billion 15%

    IPO Requirements
    More robust price discovery process
  • Allocate at least 50% of the total number of shares offered in IPO to Independent Institutional Investors
  • Revised initial allocation and clawback mechanism as follows:
    Initial No. of times (x) of over-subscription in
    the public placing tranche
    ≥ 10x to < 50x ≥ 50x
    Minimum allocation to retail investors as % of
    total shares offered in IPO     		5% 10% 20%
    • Requirements on free float and offer size
  • Free float: minimum free float (being shares not subject to any disposal restrictions) of at least HK$600 million upon listing;
  • Offer size: the Exchange would expect the listing of a Specialist Technology Company to be accompanied by an offer (including both the placing tranche and the public subscription tranche) of a meaningful size and reserves the right not to approve the listing if the offer size is not significant enough to facilitate post-listing liquidity, or otherwise gives rise to orderly market concerns.
    		•
    Disclosure requirements
  • Additional disclosure requirement in the Listing Document to facilitate IPO investors’ assessment of a STC, including: (a) pre-IPO investments and cash flows; (b) products and commercialisation status and prospects; (c) R&D; (d) industry specific information; and (e) intellectual property.
  • A warning statement in its Listing Document that the applicant is a Specialist Technology Company and so investment in its securities carries additional risks.

    • Post-IPO Requirements
    Post-IPO lock-up
  • Post-IPO lock-up on the following persons:
    (a) controlling shareholders of the listing applicant;

    (b) key persons including founders, any weighted voting rights (“WVR”) beneficiaries, executive directors and senior management, and key personnel responsible for the technical operations and/or R&D; and

    (c) Pathfinder SIIs.

    		•
    Continuing obligations for Pre-Commercial Companies (until achieving the
    Commercialisation
    Revenue
    Threshold)     		Not applicable
  • Additional disclosure in the interim and annual reports including the timeframe for, and any progress made towards, the issuer achieving the Commercialisation Revenue Threshold; and updates on any revenue, profit and other business and financial estimates as provided in the Listing Document (and any subsequent updates to those estimates as published by the Pre-Commercial Company)
  • Shortened remedial period of 12 months (rather than the usual 18 months) for re-compliance with the sufficiency of operations requirement before delisting
  • Restricted from effecting any transaction that would constitute a material change of business without the prior consent of the Exchange
  • Identified through the stock marker “PC”

    • Analysis and Takeaways

    Since 2018, the Exchange has been active in implementing listing reforms, which range from permitting the listing of pre-revenue biotech companies, the listing of WVR Issuers that are considered innovative, to the creation of a new concessionary secondary listing route for overseas issuers listed on a qualifying exchange.

    However, it is considered that Hong Kong still lags behind the US and Mainland China in terms of the number and market capitalisation of STCs (or their equivalent), which was explained by (i) the difficulty of Pre-Commercial Companies to meet the profit, revenue or cash flow requirements of the Exchange’s Main Board eligibility tests; and (ii) that Commercial Companies are often not able to meet the Main Board tests. It is therefore crucial to develop a listing regime which is friendlier to STCs since there is a strong appetite among investors to invest in these companies due to their high growth potential, 10 which in turn increase the competitiveness of the Hong Kong market and promote Hong Kong as a fundraising and technology hub of the Greater Bay Area.

    Please contact our Mr. Rodney Teoh (Partner) and our Calvin KW Lo (Paralegal (pending admission)) 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 Consultation Paper, appendix IV, at IV-4
    2 Consultation Paper p. 29
    3 Consultation Paper p. 30
    4 Consultation Paper p. 32
    5 Consultation Paper pp. 3 to 4
    6 Consultation Paper p. 34
    7 Consultation Paper pp. 4, 39 to 40
    8 Consultation Paper p. 35
    9 Consultation Paper pp. 5-10
    10 Consultation Paper pp. 2-3

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    25 Oct 2022

    [Hybrid Seminar Registration] Walk through the end-to-end journey in Cyber Risk Management to get you up to speed

    Enterprises believe Cyber-Security solutions nowadays are able to tackle the problems all in one, but there are other comprehensive solutions that can provide particular solutions as well. To Know more about the needed configurations and necessary steps to equip yourself in nowadays Cyber Risk Management.

    We are going to have a hybrid seminar coming up to walk through the takeaway points from each Cyber Risk. A better reference for you to navigate through this Cyber Security journey. What are these cyber-attacks and how to navigate through the World with Datastore on Cloud/On-Premise options?

    Details:
    Date: 4 Nov 2022 (Friday)
    Time: 1pm to 2pm
    Speakers:
    Mr. Anthony Cheung | Director of TechMem (Hong Kong) Limited
    Ms. Milly Hung | Partner, Stevenson, Wong & Co.
    Mr. Michael Lau | Senior Associate, Stevenson, Wong & Co.
    Language: English
    Fee: Free
    Registration method:
    This hybrid seminar will take place at our office and live stream on Zoom.
    Venue: 39/F, Gloucester Tower, the Landmark, Central
    Online: Zoom
    Please scan the QR codes in the poster below to register.

    Contents:

    • What are at risk? (From Cyberattacks, e.g. Data, Operations, etc.)
    • What is the blast radius? (Penalty, Reputations, Commercial Loss)
    • How did it happen? (What’s baking behind?)
    • What are the measures nowadays to tackle them?
    • What’s the mentality when addressing Cyber Risk in your own company?
    • What are the guidelines and regulations from HKMA and HKIA to contain the risk? (Tackling AML, GDPR, and Regional Handshake)

    We shall go through all of these points in the upcoming webinar and give references and real-life examples of how these impacts are prevented, in particular from an experienced Cyber-Security Lead in FSI (Financial Service Industry) to walk through the measures and expertise in this area.

    By the end of the webinar, participants could sign up for free Cyber Risk Assessments to indicate the Cyber Risks (How did it handle now and what is suggested) in your unique IT environment.

    For any inquiries, please contact us at: marketing@sw-hk.com.

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    24 Oct 2022

    Partner Milly Hung and Senior Associate Michael Lau Invited by the Law Society of Hong Kong as Webinar Speakers

    On 18 October 2022, our Partner Milly Hung and Senior Associate Michael Lau were invited by the Law Society of Hong Kong to be the webinar speakers of “Litigation in Cybercrime”.

    Our Partner Milly Hung (on the right) and Senior Associate Michael Lau (on the left)

    By highlighting the common cybercrime in Hong Kong, Milly and Michael has led the participants to go through various common civil and criminal actions against the cybercrime fraudsters. To handle the aftermath, they shared their previous experiences about the “Letter of No Consent” Regime and the ways to trace and claim back the assets that have been misappropriated as a result of the Cybercrime.

    For more information, please contact our Partner Milly Hung.

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    20 Oct 2022

    (中文) 史蒂文生黄律师事务所获香港中资银行业协会委任为法律事务委员会顾问

    (中文) 本所荣幸获香港中资银行业协会 (以下简称 “协会” ) 委任为法律事务委员会顾问, 并与协会其他专业委员会之委员和法律顾问共同参与委任状之颁赠仪式。该典礼于2022年10月17日在中国银行大厦举行。本所合伙人、银行与金融部和诉讼与争议解决部主管徐凯怡律师受邀出席。此外，协会其他专业委员会之顾问单位，包括德勤 (Deloitte) ﹑普华永道 (PwC) ﹑安永 (EY) 和毕马威 (KPMG) 的代表亦参与了委任仪式。


    左起: 立法会议员、香港中资银行业协会法律事务委员会执委会主任简慧敏女士、本所合伙人徐凯怡律师、立法会议员(金融界)、香港中资银行业协会副会长兼秘书长陈振英先生

    徐律师就本次委任表示: 非常荣幸我所获香港中资银行业协会委任为法律顾问，为协会之法律事务﹑会务和业界未來发展提供支持，贡献微薄的力量。期待日后与各专业委员会之委员和会员，有更多的交流和合作。祝愿协会未來的工作成果丰硕，会务蒸蒸日上！

    关于香港中资银行业协会

    香港中资银行业协会为2016年于香港注册成立的非牟利社团，由中国银行(香港)有限公司、中国工商银行(亚洲)有限公司、中国农业银行股份有限公司香港分行、中国建设银行(亚洲)股份有限公司、交通银行股份有限公司香港分行及国家开发银行香港分行6家机构共同发起。协会会员主要为中资银行，亦吸纳业界不同背景的会员。

    关于法律事务委员会

    法律事务委员会为香港中资银行业协会辖下的专业委员会之一，其职责包括: 协助会员了解相关法律要求，防范法律风险和构建会员在法律专业范畴的统一沟通协调平台。此外, 亦包括就与银行业务有关的立法或对业界发展有重大影响的法律咨询事项收集会员意见并提交予相关机构，以及与内地、香港及其他相关国家/地区的法律界建立工作联系等。

    如阁下有任何查询或想了解更多详情，请联络本所合伙人徐凯怡律师。

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