史蒂文生黄律师事务所
史蒂文生黄律师事务所作为配售代理国际律师协助聊城市国泰东昌城市建设发展集团有限公司（「发行人」）成功发行人民币1.075亿元，票面利率为8.0%，2025 年到期的债券。
发行人为一家由聊城市东昌府区财政局全资拥有的国有企业，其为由聊城市东昌府区人民政府支持的重要土地开发和城市建设实体及国有资产经营者。发行人及其子公司的主营业务包括东昌府区保障性住房项目的拆迁安置，并承担保障性住房项目的投融资、实施与运营。
本项目的联席全球协调人、联席牵头经办人及联席账簿管理人为富中证券有限公司（前称万海证券有限公司）及海通国际证券有限公司。联席牵头经办人及联席账簿管理人为交银国际证券有限公司、天风国际证券与期货有限公司、同一证券有限公司及申万宏源证券（香港）有限公司。
本所团队由合伙人张源辉律师领导，团队成员包括刘咏琳律师、吴巧怡律师、蔡皓贤见习律师及李嘉智律师助理。
如阁下有任何查询，请联系我们的合伙人张源辉律师。
2024年1月12日，本所与高普科技金融(香港)有限公司(CSpro)在本所位于中环的办公室联合举办了一场圆桌讨论活动，主题为”证券币周五 (STO Friday)”。本所合伙人，企业融资副主管及金融科技部联席主管张源辉律师深入解析了议题，并与CSpro创办人兼行政总裁李尚信先生共同主持了此次圆桌讨论。
在讨论过程中，张律师概述了香港与证券型代币发行（STOs）方面的监管环境。他涵盖了有关虚拟资产的历史性规则发展，并探讨了证监会近期关于代币化证券相关活动的通知。张律师还分享了有关由现实世界资产（RWA）支持的STOs如何为投资者带来新的机会和益处。
本所合伙人及金融科技部联席主管张源辉律师 (右二)，与CSpro创办人兼行政总裁李尚信先生 (左二)
本次圆桌讨论探讨了以下核心主题：
我们对CSpro的邀请及共同举办本次活动表示诚挚的感谢。此次圆桌讨论为参与者提供了宝贵的知识分享和讨论平台，有助于我们更深入地了解STO及其影响。
如阁下有任何查询，请联系我们的合伙人张源辉律师。
国际权威法律媒体《商法》（China Business Law Journal）近日公布了2023年度 “The A-List 法律精英：2023年中国业务律界精锐” 榜单。本所共有三位合伙人凭借杰出的专业实力和客户及业界之高度评价荣登榜单:
为甄选出最受市场推荐的精英律师，《商法》向参与中国相关业务的全球企业法务与高管、律所合伙人，以及各界法律专家发出提名推荐邀请。本次公布的“律界精锐”拥有傲人业绩，是律所发展的中流砥柱、业务发展的领军者。他们拥有丰富执业经验和深厚法律素养，身经百战，能够最快掌握法律市场的动态变化，为客户创造实际价值，助力事务所持续发展。
(English)
Introduction
On 27 December 2023, the Financial Services and the Treasury Bureau (the “FSTB”) and the Hong Kong Monetary Authority (the “HKMA”) jointly published a consultation paper (the “Consultation Paper”) on proposals to implement a regulatory regime for stablecoin issuers in Hong Kong. The FSTB and the HKMA are seeking market feedback on their proposal by 29 February 2024.
Background
Virtual asset (“VA”) presents both opportunities for financial innovation and challenges to the financial system. Among the various types of VA, fiat-referenced stablecoin (“FRS”) aims to maintain a stable value in relation to fiat currencies. With the potential for extensive and frequent interaction with the traditional financial system, FRS may affect various commercial, financial, and economic activities and possibly pose more immediate and direct threats on the stability of the financial system.
Prior to this consultation, the HKMA released a Discussion Paper on Crypto-assets and Stablecoins in January 2022 (the “Discussion Paper”) and the consultation conclusion to the Discussion Paper in January 2023. Please also see our news update in relation to The Hong Kong Monetary Authority Published Discussion Paper on Crypto-Assets and Stablecoins, as well as our news update regarding The HKMA Published Conclusion on Crypto-assets and Stablecoins Discussion Paper. The industry and various organisations generally expressed their support to include stablecoins within the regulatory framework. Against this backdrop, the FSTB and the HKMA propose to implement a regime and a new piece of legislation for regulating issuance of FRS.
Current Regulatory Framework and Developments in Hong Kong
A. Licensing Regime for VA Service Providers (“VASPs”)
In December 2022, the Legislative Council passed a bill confirming the implementation of a new licensing regime for VASPs under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) (the “AMLO”) which came into effect on 1 June 2023. Under this regime, centralised virtual asset exchanges in Hong Kong must obtain licenses and comply with regulations set by the Securities and Futures Commission (the “SFC”). The FSTB, the HKMA and the SFC are working together to improve the regulatory landscape in relation to VA, which include exploring the possibility of extending the regulatory framework to cover other VA-related activities.
B. Proposal for Regulatory Regime for FRS Issuers
The FSTB and the HKMA collaborate with the SFC and other stakeholders to develop the specific regulations for FRS issuers, aiming to prevent regulatory arbitrage, address any regulatory overlaps or gaps, and mitigate risks associated with different activities in the VA sector. Recognising the evolving and intricate nature of the VA market, a new piece of legislation is proposed to implement a licensing regime for FRS issuers. This legislation may also encompass the regulatory framework for other segments of the VA market in the future.
It is proposed that FRS issuers be brought within the regulatory remit of the HKMA. Moreover, the issuance of FRS by an FRS licensee would be excluded from certain regulatory regimes, such as those applicable to securities (including collective investment schemes) and stored value facilities (“SVFs”). This approach aims to prevent overlapping regulatory requirements from being imposed on FRS issuers.
Key Features of the Proposed Licensing Regime for FRS Issuers
| Scope and coverage
|
Definition of Stablecoin
Definition of FRS
Scope of Regulation
(i) issue an FRS in Hong Kong; (ii) issue a stablecoin that purports to maintain a stable value with reference to the value of the Hong Kong dollar (“Hong Kong dollar-referenced stablecoin”); or (iii) actively market their issuance of FRS to the public of Hong Kong, should be licensed by the HKMA
|
| Licensing criteria and conditions | Management of Reserves and Stabilisation Mechanism
Redemption Requirements
Restrictions on Business Activities
Physical Presence in Hong Kong
Financial Resources Requirements
Disclosure Requirements
Governance, Knowledge and Experience
Risk Management Requirements
Audit Requirements
Anti-Money Laundering and Counter-Financing of Terrorism
|
| Specified licensed entities |
|
| Power of the authorities | Power to Modify the Regime
(i) the risks posed to the monetary and financial stability of Hong Kong; (ii) the risk posed to the functioning of Hong Kong as an international financial centre; and (iii) matters of significant public interest.
Powers of the HKMA
|
| Offences, sanctions and appeal | Criminal Offences and Sanctions
Civil and Supervisory Sanctions
Appeals
|
| Transitional Arrangement |
|
Analysis and takeaways
The Consultation Paper represents a collaborative initiative between the FSTB and the HKMA to put forward the regulatory framework for the issuance of FRS that has garnered overall support from previous consultations. It is anticipated that this regime has the potential to unlock sustainable business opportunities in the VA markets while effectively addressing associated risks.
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.
史蒂文生黄律师事务所作为配售代理国际律师协助威海南海投资开发有限公司（「发行人」）成功发行3.1亿人民币，票面利率为8.0%， 2024 年到期的债券。
发行人为一家由威海南海新区管理委员会全资拥有的国有企业， 其为威海南海新区的国有资产投资运营主体，业务范围涉及工程、产品销售及供水等多个领域。是次发行的配售代理包括富中证券有限公司、同一证券有限公司及中国银河国际证券（香港）有限公司。
本所团队由合伙人张源辉律师领导，团队成员包括刘咏琳律师、吴巧怡律师、蔡皓贤见习律师及李嘉智律师助理。
如阁下有任何查询，请联系我们的合伙人张源辉律师。
(English)
Introduction
On 15 December 2023, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) published conclusions (the “Consultation Conclusions”) to its consultation paper on GEM Reforms (the “Consultation Paper”).
During the consultation period which ended on 6 November 2023, the Hong Kong Stock Exchange received 58 responses in total. After considering the comments made by the respondents, the Hong Kong Stock Exchange has adopted all the proposals in the Consultation Paper with minor adjustments and clarifications. For more details of the proposed GEM listing reforms, please refer to our news update on the Consultation Paper. The said proposals came into effect on 1 January 2024.
The Hong Kong Stock Exchange has marked several modifications and clarifications to its original proposals in Chapter 2 of the Consultation Conclusions, which the conclusions are summarised below:
Initial Listing Requirements
New Alternative Eligibility Test
The Hong Kong Stock Exchange proposed a new financial eligibility test (the “market capitalisation / revenue / R&D test”) to attract high-growth enterprises heavily involved in R&D. Concerns were raised about its effectiveness in attracting new GEM listings and favouring technology industries over traditional ones. The Hong Kong Stock Exchange clarified that the market capitalisation / revenue / R&D test is open to companies from all industries with substantial R&D investment, therefore, small and/or medium-sized enterprises (“SMEs”) in traditional industries can still list on GEM if they meet cash flow test thresholds. The Hong Kong Stock Exchange will monitor the market capitalisation / revenue / R&D test’s effectiveness and make adjustments if needed.
Reduction of Post-IPO Lock-up Period for Controlling Shareholders
Regarding the post-IPO lock-up period for controlling shareholders of GEM issuers, the proposed duration was reduced from 24 to 12 months. While there are concerns about operational instability and shell activities, the Hong Kong Stock Exchange considers them adequately addressed by emphasising existing rules and guidance on reverse takeovers and the delisting regime. As such, the 12-month lock-up period is considered sufficient to balance the interests of investors and post-IPO fundraising flexibility of the GEM issuers.
Existing Eligibility Requirements
Though not mentioned in the Consultation Paper, some respondents suggested lowering the minimum market capitalisation of HK$150 million and cash flow requirement of HK$30 million for GEM listing. However, the Hong Kong Stock Exchange decided to maintain the existing requirements, commenting that the current minimum market capitalisation is already lower comparing to peer markets and that operating activities which generate a reasonable level of cash flow are more likely to indicate business sustainability.
Continuing Obligations
Compliance Officer and Compliance Adviser
The Hong Kong Stock Exchange removed the requirement for an executive director of a GEM issuer to serve as the compliance officer, with the view that the board of directors collectively holds responsibility for compliance, making the role of compliance officer unnecessary. To ease the financial burden of GEM issuers and further align with the rules applicable to Main Board issuers, the engagement period for compliance advisers is also shortened so that it ends on the date on which the GEM issuer publishes its financial results for the first full financial year commencing after the date of its initial listing.
Periodic Reporting Requirements
As to the removal of mandatory quarterly financial reporting for GEM issuers, while some respondents preferred retaining quarterly reporting to enhance transparency, the Hong Kong Stock Exchange believed that removing the requirement (and only keeping it as a recommended practice) would reduce compliance costs for GEM issuers. Respondents unanimously supported aligning financial reporting timeframes of GEM issuers with those of the Main Board, as both markets adhere to the same accounting standards and report preparation process. A respondent suggested amending the guidance letter HKEX-GL25-11 to reflect the change in publication timeframes, which the Hong Kong Stock Exchange agreed to.
Transfers to the Main Board
New Streamlined Transfer Mechanism
In the Consultation Paper, the Hong Kong Stock Exchange planned to introduce a streamlined mechanism for qualified GEM issuers to transfer their listings to the Main Board. An overwhelming proportion of respondents supported this proposal, believing that the streamlined transfer mechanism will enhance accessibility and efficiency, eliminate the need for a redundant “prospectus-standard” listing document, and save time and costs by removing the requirement for sponsor appointment. Considering the majority support, the Hong Kong Stock Exchange has adopted this proposal.
Track Record Requirements
As part of the streamlined transfer process, applicants are required to demonstrate a minimum track record of ownership continuity and control, as well as of no significant changes in their principal business for three full financial years as a GEM listed issuer before the transfer. Some respondents considered the three-year period to be too long and proposed shortening it to one or two years. However, the Hong Kong Stock Exchange believed the three-year compliance record is necessary to justify the streamlined transfer arrangements, while decided to retain the existing transfer mechanism alongside the new streamlined transfer mechanism. The existing mechanism requires a transferee to demonstrate a one-year pre-transfer track record period after GEM listing. In other words, GEM issuers can choose the existing transfer route over the streamlined mechanism for a quicker transfer if the benefits outweigh the costs associated with sponsor due diligence and the production of a “prospectus-standard” listing document.
Liquidity and Valuation Requirements
Transfer applicants must also meet certain liquidity and valuation criteria, including the Daily Turnover Test and the Volume Weighted Average Market Capitalisation Test as described in the Consultation Paper. Supporting respondents considered that a daily turnover requirement could reflect adequate investor demand in the GEM issuer’s securities, and the minimum daily turnover threshold is set at HK$50,000. Regarding the Volume Weighted Average Market Capitalisation Test, for the purpose of assisting issuers and market practitioners, the Hong Kong Stock Exchange will further provide illustrative examples to explain how to calculate the volume weighted average market capitalisation of an issuer.
Compliance Record Requirement
The Hong Kong Stock Exchange has introduced a compliance record requirement for streamlined transfers. This means that transfer applicants must not have committed a serious breach or be the subject of an investigation or ongoing disciplinary proceedings related to a serious or potentially serious breach of the Listing Rules. Some raised concerns about the presumption of innocence and the potential disruption and costs associated with cancelling a transfer application if an applicant is only made aware of an investigation at the time of application. In response, the Hong Kong Stock Exchange again emphasised the importance of a clean compliance record to mitigate the risk of disciplinary action or serious breaches after the GEM issuer being transferred to the Main Board.
Costs for Transfers of Listing
The proposal of exempting GEM transferees from the Main Board initial listing fee received widespread support, as it reduces the cost of transferring from GEM to the Main Board and incentivise qualified companies to choose the streamlined transfer mechanism.
Analysis and takeaways
The lack of GEM listings in recent years has underscored the need for reforms to enhance its competitiveness. By reintroducing the streamlined transfer mechanism with modifications and clarifications in the Consultation Conclusions, GEM listing reforms may attract SMEs from Hong Kong and the Greater Bay Area that are seeking a listing, and reduce compliance costs for current GEM issuers while maintaining market quality and protection to investors.
Effectiveness of the reforms in restoring vitality to the GEM market is yet to unfold. Hopefully, the GEM reforms will pave the way for a more conducive environment to SMEs, new listings, and a more vibrant GEM market.
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.
