We are pleased to announce that our Partner and Head of Corporate Finance, Mr. Hank Lo, has been named one of the “Dealmakers of Asia 2021, Hong Kong” by Asian Legal Business (ALB). In addition, our firm has also been recognized in the “ALB Asia M&A Rankings 2021”.

About Mr. Hank Lo

Mr. Lo heads the Corporate Finance Practice in the firm. He specializes in capital markets, corporate finance, mergers and acquisitions and representative matters. Hank has significant experience advising issuers, sponsors and underwriters on initial public offerings on both the main and GEM boards of The Stock Exchange of Hong Kong Limited; advising publicly listed companies on a broad range of corporate finance transactions; advising private equity funds, venture capital funds and Hong Kong listed companies on their investments in and exits from companies with an emphasis on China; and providing advice to companies in Greater China on representative matters including property transactions, foreign investment and initial public offerings.

About Our Corporate Finance Group

Our highly experienced corporate finance group has an excellent track record of handling complex transactions of every size. Our clients include public and private corporations, investment banks, financial institutions, direct investment funds and international bodies. Through our network of Interlaw associated offices, we provide clients with access to substantial resources in Europe, the Americas and Asia. Drawing on this network, we can provide a seamless, integrated service that draws together different areas of expertise across countries and continents.

For any enquiries, please contact our Partner Mr. Hank Lo or click here to see the Dealmakers ranking and here to see the M&A rankings.

(中文) 2022年1月7日，本所合伙人﹑诉讼及争议解决部主管徐凯怡律师，受邀为山西省法学会港澳台法律研究会2021年年會担任演讲嘉宾﹐向与会者介绍香港在个人资料（私隐）之相关条例和分享实战经验。本次研究会由山西省法学会港澳台法律研究会和山西省政法管理干部学院主办，并由上海市锦天城（太原）律师事务所和中国国际贸易促进委员会山西商事法律服务中心承办。

徐律师在会上透过案例分享，说明了个人资料保障的六大核心原则﹐如收集之目的及方式﹑准确性和保存期等。徐律师亦阐释了新出台的《2021年个人资料（私隐）修订条例》﹐并从规管对象﹑个人资料/ 信息之定义和行政罚款权等方面﹐对香港和中国内地的个人信息保护法进行了全面的对比和解说。

若阁下想了解更多详情，请联络本所合伙人徐凯怡律师(heidichui.office@sw-hk.com)。

Our Partner, Head of Litigation and Dispute Resolution Department, Ms. Heidi Chui, has been appointed by Shanghai Arbitration Commission (the “SHAC”) as new Panel (the 7^th Cohort) of Arbitrator, with effect from 1 January 2022.

Established in 1995, SHAC has arbitrated over 40,000 cases involving dispute amount over RMB 200 billion. SHAC received over 3000 registration forms from all over the world. After rounds of reviews, 386 overseas arbitrators were selected, with 68 arbitrators from Hong Kong. The appointed arbitrators are reputable professors, senior accountants, senior lawyers with extensive experience in arbitration, trial, and financial management nationally and globally.

Ms. Chui is one of the few solicitors accredited and listed on the panel of arbitrators for The Law Society of Hong Kong. She is also an arbitrator of Hong Kong International Arbitration Centre, China International Economic and Trade Arbitration Commission, Shanghai International Arbitration Centre, Shenzhen Court of International Arbitration, Hainan International Arbitration Court (Hainan Arbitration Commission), Nanjing Arbitration Commission, Guangzhou Arbitration Commission, Ningbo Arbitration Commission, Hefei Arbitration Commission and Langfang Arbitration Commission.

She is also an accredited mediator of HKAIC, The Law Society of Hong Kong and a Panel Mediator for Buildings Management Cases of the Lands Tribunal, and a fellow of the Chartered Institute of Arbitrators (U.K.). She is also a China Appointed Attesting Officer as appointed by the Ministry of Justice PRC.

For more information, please contact our Partner Ms. Heidi Chui (heidichui.office@sw-hk.com), or click here to visit SHAC’s website. 

Introduction

On 17 December 2021, The Stock Exchange of Hong Kong Limited (the “Exchange”) published its consultation conclusions (the “Consultation Conclusions”) to create a new listing regime for special purpose acquisition companies (“SPACs”) in Hong Kong.  The Exchange also published a guidance letter on SPACs (the “Guidance Letter”).  In addition, the Securities and Futures Commission (the “SFC”) published a Practice Note 23 to provide guidance on waivers of the mandatory general offer obligation under Rule 26.1 of the Takeovers Code for De-SPAC Transactions.

Majority of the responses from the public has generally supported the Exchange’s proposals outlined in its consultation paper on SPAC dated 17 September 2021 (the “Consultation Paper”).  This article follows up with our news update in September 2021 on the Exchange’s Consultation Paper.  The capitalised terms used herein shall have the same meanings as defined in the Consultation Conclusions and Consultation Paper.

The Exchange shall broadly implement its proposals on SPAC set out in the Consultation Paper, with some amendments to reflect the public’s responses. The amended Listing Rules as set out in the Consultation Conclusions and the Guidance Letter came into effect on 1 January 2022.

Key features of SPACs

The table below lays out the key differences between the original proposals and the final SPAC framework to be implemented:

Analysis and Takeaways

We can see that the Hong Kong regulators have kept in mind its commitment to investor protection in the Consultation Conclusions.  The new Hong Kong SPAC listing regime seeks to strike a balance between upholding Hong Kong as a leading financial centre by allowing SPAC listings while ensuring high quality SPAC listing applicants and De-SPAC targets to enter into the Hong Kong capital markets and maintaining robust regulatory framework.   

Please contact our Partner Mr. Rodney Teoh and associate Ms. Angela Lau for any enquiries or further information.

Reuters Beijing recently interviewed our Partner Mr. Gordon Tsang regarding his views on China concept stocks turning to Hong Kong for listing. Mr. Tsang pointed out that the strengthening control of the US stock market and the proactive reform of the Hong Kong Stock Exchange (HKEX), including the new listing regime for special purpose acquisition companies (SPAC), will reinforce the return of China concept stocks.

Mr. Tsang said that technology companies and start-ups such as blockchain and electric vehicles might find it difficult to be listed through traditional IPO methods. However, the new SPAC listing regime to be launched by the HKEX next year will allow more flexibility and therefore, set an easier path for those companies to be listed in Hong Kong. Mr. Tsang added that, “The returning China concept stocks have greater development opportunities. Not only have they gained high attention and recognition, but also a positive impact on their valuation, stock liquidity, stock trading volume and financing capacity.”

For more information, please contact our Partner Mr. Gordon Tsang, or click here to view the complete interview (only available in Chinese).

Background

On 10 December 2021, The Stock Exchange of Hong Kong Limited (the “Exchange”) published its consultation conclusions (the “Consultation Conclusions”) as to its review of the Corporate Governance Code (the “CG Code”) and the related Rules Governing the Listing of Securities on the Exchange (the “Listing Rules”). The Exchange has received positive feedbacks from the public on its proposals outlined in its “Consultation Paper on Review of Corporate Governance Code and Related Listing Rules” (the “Consultation Paper”) on 16 April 2021.

The requirements under the new CG Code will be applicable to CG reports for financial year commencing on or after 1 January 2022 with certain exceptions as explained below.  The Exchange will also publish a new set of guidance (the “CG Guidance”) to facilitate issuers’ compliance with the corporate governance requirements.  The capitalised terms used herein shall have the same meaning as defined in the Consultation Conclusions and Consultation Paper.

The new CG Code and amended Listing Rules will become effective from 1 January 2022.

Summary of the key revised Listing Rules and new CG Code

The below table sets out a comparison between the original proposals and the conclusions:

Analysis and Takeaways
The importance of good corporate governance cannot be overlooked as it is the cornerstone of any good business, long-term success and business sustainability of a corporation. The main focuses of the consultation are to promote good corporate governance standards among listed issuers in Hong Kong, to instill changes in the board’s mindset, to enhance communication between issuers and their shareholders and to encourage further environmental, social and governance (ESG) disclosures and standards. The consultation shows the Exchange’s commitment to continue to formulate a robust corporate governance framework in ensuring market quality, aligning the interest of all its stakeholders and adopting international best practices.

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

This article has been prepared for clients and professional associates of Stevenson, Wong & Co. While every effort has been made to ensure accuracy as at the date of issue, this document is a general outline for reference only, and is not an exhaustive treatment of the areas discussed. Accordingly, this document cannot be relied upon as legal advice in any individual case and we bear no responsibility for any loss occasioned to any person acting or refraining from action as a result of the contents in this document.