18 Aug 2025

(中文) 合伙人张源辉律师受邀为首届中部地区律师行业发展交流会担任演讲嘉宾

(中文) 2025年7月4日至5日﹐本所合伙人张源辉律师，受邀出席在安徽省合肥市举行的首届中部地区律师行业发展交流会，并作为演讲嘉宾分享专业见解。
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12 Aug 2025

Stevenson, Wong & Co. advised the lead underwriters on the successful listing of DarkIris Inc. (NASDAQ: DKI) on the Nasdaq Capital Market

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7 Aug 2025

The Stock Exchange of Hong Kong Limited (the “Exchange”) has concluded its consultation on proposals to optimize IPO price discovery and open market requirements, publishing its final conclusions and launching a further consultation on ongoing public float proposals.

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Conclusions to IPO price discovery and open market reform proposals

Having considered the consultation responses with 1,253 respondents from all sectors, the Exchange will adopt the following key changes to the listing requirements:

IPO offering and pricing mechanisms:

Minimum bookbuilding placing tranche:

Require an issuer to allocate at least 40% of its shares initially on offer in an IPO to its bookbuilding placing tranche.

Allocation to public subscription tranche:

Allow a new listing applicant to choose either Mechanism A or Mechanism B as its IPO offering mechanism:

Mechanism A: Replace the current allocation and clawback mechanism with prescribed allocations to the public subscription tranche as follows:

	Initial allocation	Demand for shares in the public subscription tranche in number of times (x) the initial allocation
	Initial allocation	≥15x to <50x	≥50x to <100x	≥100x
Percentage of offer shares allocated to the public subscription tranche	5%	15%	25%	35%

Mechanism B: Introduce an alternative mechanism that requires a minimum 10% initial allocation (and a maximum of up to 60%) of offer shares to the public subscription tranche with no clawback mechanism.
Open market requirements:

Initial public float and free float:

Require issuers to meet the following minimum public float and free float requirements at the time of listing:

	Initial public float thresholds	Initial free float thresholds
Issuers (not incorporated in Mainland China) with a single class of shares	Tiered percentage thresholds ranging between 10% and 25% depending on the market value of the relevant class of shares at listing	10%, with a market value of HK$50 million (GEM: HK$15 million); OR HK$600 million in market value
H-share issuers with no other listed shares
A+H issuers	10%; OR HK$3 billion in market value	5% with a market value of HK$50 million (GEM: HK$15 million); OR HK$600 million in market value

The new requirements will come into effect on 4 August 2025 and apply to all issuers and all new applicants with listing documents published on or after that date.

Further consultation on ongoing public float proposals

In response to market feedback on the appropriate ongoing public float requirements, the Exchange is also launching a further consultation on detailed proposals on those requirements.

	Current requirement	Proposed requirement
Ongoing public float thresholds
· Issuers (not incorporated in Mainland China) with a single class of shares	Maintain at all times the percentage of public float prescribed at listing, i.e. 25% or any lower percentage prescribed at listing (the Initial Prescribed Threshold)	Maintain at all times: 1. The Initial Prescribed Threshold; OR 2. the Alternative Threshold of HK$1 billion in value and 10% public float
· H-share issuers with no other listed shares
· A+H issuers		H shares in public hands must have HK$1 billion in value OR 5% public float
Public float shortfall	Breach of Listing Rules if public float falls below the applicable ongoing public float thresholds
Consequence of public float shortfall
· Obligations upon breach	Obliged to restore public float and publish announcement	Obliged to restore public float and publish announcement; AND Restricted from taking actions that may further lower public float percentage
· Trading suspension	Exchange reserves right to direct trading suspension in case of a public float shortfall	No suspension solely due to a public float shortfall
· Delisting mechanism	Delisting if trading is suspended for 18 months (GEM: 12 months)	Impose stock marker if issuer has a significant public float shortfall; AND Delisting if issuer fails to restore public float within 18 months (GEM: 12 months)
Public float reporting	Confirm public float sufficiency in annual reports	Confirm public float sufficiency in monthly returns and annual reports, with additional actual public float disclosure requirements

The public comment period ends on 1 October 2025.

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.

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17 Jul 2025

Stevenson, Wong & Co. advised Mega Fortune Company Limited (NASDAQ: MGRT) on its successful listing on the Nasdaq Capital Market

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27 Jun 2025

Partner Gordon Tsang Appointed to the Obscene Articles Tribunal

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16 Jun 2025

Hong Kong’s Stablecoins Ordinance to Take Effect on 1 August 2025, Welcoming A New Era for Virtual Asset Regulation

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The Hong Kong[1] Government has confirmed that the Stablecoins Ordinance will take effect on 1 August 2025,[2] requiring issuers of fiat-referenced stablecoins in Hong Kong or those pegged to the Hong Kong dollar (“HKD”) to be licensed by the Hong Kong Monetary Authority (“HKMA”).

Overview of the Stablecoins Ordinance

The Stablecoins Ordinance aligns Hong Kong’s virtual assets regulatory framework with international standards under the “same activity, same risks, same regulation” principle.

The Stablecoins Ordinance sets out a regulatory framework for activities relating to “specified stablecoins” (“Specified Stablecoins”). Specified Stablecoins, as a type of virtual assets used as a medium of exchange, maintain a stable value with reference to one or more official currencies, such as the HKD, or a digital representation of value.[3] Issuers of Specified Stablecoins in Hong Kong must obtain a licence from the HKMA and continue to comply with the comprehensive requirements.

Key Provisions of the Licensing Regime

The Stablecoins Ordinance introduces a comprehensive regulatory framework for the issuance, offering, and marketing of Specified Stablecoins. Below are the key provisions: –

Licensing Requirement

Any person engaging in the following activities must obtain a license from the HKMA: –

issuing Specified Stablecoins in Hong Kong in the course of business;
issuing Specified Stablecoins outside Hong Kong that are pegged, wholly or partly, to the HKD; and
carrying out activities designated by the HKMA as “regulated stablecoin activities”.

Requirements of Licensed Issuers

To obtain a licence from the HKMA for issuing Specified Stablecoins, applicants must satisfy, including but not limited to, the following minimum criteria: – [4]

Offering Restrictions The Stablecoins Ordinance regulates not only the issuance of Specified Stablecoins, but also who can offer Specified Stablecoins, including but not limited to: –

Licensees under the Stablecoins Ordinance;
SFC-licensed virtual asset trading platform operators under the Securities and Futures Ordinance (Cap. 571);
SFC-licensed corporations for Type 1 (dealing in securities) activity;
Authorised institutions under the Banking Ordinance (Cap. 155);
Stored value facility (“SVF”) licensees under the Payment Systems and Stored Value Facilities Ordinance (Cap. 584);

Under the new regime, Specified Stablecoins issued by HKMA-licensed issuers can be offered to retail investors; others are restricted to professional investors or exempted persons designated by the HKMA or Financial Secretary. Transitional Arrangements Existing stablecoin issuers (“Issuers”) have a three-month period from 1 August 2025 (“Effective Date”) to apply for a licence, during which they may continue regulated stablecoin activities without immediate penalty. Issuers meeting the following conditions may receive a six-month extension: –

Submitting a license application within three months from the Effective Date;
Receiving written confirmation from the HKMA acknowledging the application;
Providing a written statement confirming they were conducting regulated stablecoin activities in Hong Kong before the Effective Date; and
Providing a written undertaking to comply with regulatory requirements applicable to licensed issuers upon receiving a temporary license.

Issuers failing to apply within three months will enter a one-month wind-down period starting three months after the Effective Date. Issuers whose applications are rejected or withdrawn will enter a one-month wind-down period from the date of rejection or withdrawal, with the option to apply for an extension.AML/CFT Requirements On 26 May 2025, the HKMA released a consultation paper outlining proposed AML/CFT requirements for regulated stablecoin activities. Key proposals include, but are not limited to: –

Customer Due Diligence (“CDD”): Conducting CDD for customers involved in issuance or redemption transactions of HK$8,000 or more, including verifying wallet ownership;
Unhosted Wallets: Implementing enhanced monitoring, transaction limits, and screening for transfers to unhosted wallets to mitigate money laundering and terrorist financing (“ML/TF”) risks;
Ongoing Monitoring: Using blockchain analytics to track transaction histories and detect illicit activities, with mandatory suspicious transaction reporting;
Travel Rule Compliance: Adhering to virtual asset transfer requirements under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615), ensuring due diligence on custodial wallet providers; and
Secondary Market Monitoring: Proposing measures such as limiting primary distribution to regulated entities, using blockchain analytics, and blacklisting illicit wallet addresses to combat ML/TF risks in peer-to-peer trading.

Feedback on these proposals is due by 30 June 2025.Implications for the Virtual Asset Industry Enhanced Investor Confidence: The stringent licensing requirements, including reserve asset segregation and AML/CFT compliance, provide greater assurance to investors, reducing the risk of fraud and financial instability.

Attracting Global Players: The Stablecoins Ordinance’s alignment with international standards and its pragmatic approach make Hong Kong an attractive destination for both traditional financial institutions and fintech startups.
Compliance Challenges: Smaller issuers may face significant costs in meeting the HKMA’s high regulatory standards, particularly in areas like reserve management, ongoing auditing, and AML/CFT compliance.

Conclusion The Stablecoins Ordinance, set to take effect on 1 August 2025, represents a significant step forward in Hong Kong’s digital finance journey. By balancing innovation with robust regulation, the Stablecoins Ordinance enhances market integrity, protects consumers, and positions Hong Kong as a competitive player in the global virtual asset landscape. Collaboration between regulators, issuers, and industry stakeholders will be essential to ensure a smooth transition and sustainable growth in Hong Kong’s stablecoin ecosystem.For issuers, compliance with the Stablecoins Ordinance will require significant investment in legal, operational, and financial systems, especially regarding reserve asset management and AML/CFT controls. While this may raise barriers to entry for smaller or less well-capitalised firms, it is expected to enhance overall market credibility and attract established financial institutions and global fintech companies to the Hong Kong market.For investors and users, the new licensing and supervisory requirements are designed to boost confidence in the safety and reliability of stablecoins available in Hong Kong, particularly for retail users who will have access only to products issued by HKMA-licensed entities.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] In this article, “Hong Kong” means the “Hong Kong Special Administrative Region of the People’s Republic of China”.[2] On 21 May 2025, the Legislative Council of Hong Kong passed the Stablecoins Bill; “Stablecoins laws effective Aug 1”.[3] Section 4 of the Stablecoins Ordinance [4] Schedule 2 Part 2 of the Stablecoins Ordinance

Requirement	Details
Corporate Structure	The applicant must be a company, or an authorized institution incorporated outside Hong Kong.
Financial Resources	The applicant must have a minimum paid-up share capital of HK$ 25 million or its equivalent, and adequate liquid assets.
Reserve Assets	The applicant must establish an effective stabilisation mechanism for its Specified Stablecoins, maintaining a pool of reserve assets at least equal to the par value of the stablecoins in circulation, which is segregated from any other pool of reserve assets, ensuring high quality and liquidity, and allowing timely redemptions at par value without excessive fees.
Redemption	Process redemption requests of the Specified Stablecoins by holders at par value without undue delay and without having to face burdensome conditions and fees.
AML/CFT Compliance	Implement effective anti-money laundering and counter-terrorist financing (“AML/CFT”) systems and controls.
Disclosure and Auditing	Provide sufficient and timely disclosures to the public regarding reserve asset management policies, risk assessments, composition, and market value, and undergo regular independent verification and audits.
Fitness and Propriety	Ensure key personnel, including controllers, chief executives, directors, and stablecoin managers, meet the HKMA’s fitness and propriety standards.
Local Presence	Maintain a physical presence in Hong Kong for regulatory oversight.

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.

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