Agnes Chen 陈美云

Julia Charlton presented a webinar on HKEX Consultation on Changes to Corporate Governance Code and Listing Rules. Now available on the Charltons YouTube channel here: https://cutt.ly/1eP6SH2N #Webinar #CorporateGovernance #HKEX #ListingRules #JuliaCharlton #LegalEducation #YouTube #Charltons #RegulatoryUpdate #WatchNow

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The Hong Kong Stock Exchange (“HKEX”) has issued a comprehensive Guidance Letter (the “Guidance”) on independent investigations for listed companies suspended from trading due to allegations of accounting or corporate irregularities. The Guidance sets out the HKEX's expectations on the investigation scope and procedures, independence and transparency requirements and how listed issuers can work towards resumption of trading as soon as practicable. Please refer to our article below authored by our Partner Keith Chan and trainee solicitor Natalie Poon for the key takeaways of the Guidance Letter. Feel free to reach out to us if we can be of assistance! https://lnkd.in/gYH7SNT9 #MinterEllisonLLP #FinancialServicesRegulatory #HKEX

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Seminar on Financing Arrangements In today's complex regulatory environment, listed companies face challenges in managing loans and lending arrangements while complying with Hong Kong Listing Rules and the Securities and Futures Ordinance. Following misconduct cases, regulators like the SFC and HKEX have taken enforcement actions and provided guidance for safeguarding investor interests. The Institute has recently published the Securities Law and Regulation Guidance Note to summarise the relevant regulatory requirements and share the best practices in handling financing arrangements. In this seminar, authors of the Guidance Note will discuss the key legal and regulatory considerations, as well as practical tips for avoiding common pitfalls and maintaining good corporate governance based on some recent enforcement cases. A panel discussion will follow to explore the practical challenges faced by listed issuers and governance professionals when granting and taking loans, and the associated implications on risk management and financial reporting. Please register at: Physical: https://lnkd.in/gdWB7b8N Online: https://lnkd.in/gnMzNrFD

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The Singapore Exchange Regulation recently proposed amendments to the Listing Rules and has launched a public consultation seeking comments on the proposed rules. In this article, Virtus Law LLP (Stephenson Harwood (Singapore) Alliance) partner Sheetal Sandhu explores the rationale for the proposed rule, the avenues for the requisitioning of general meetings under the Singapore Companies Act, the current challenges faced by requisitioning shareholders and the proposed rule change. #shareholders #sgx

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On 6 September 2024, Hong Kong’s Securities and Futures Commission issued a restriction notice to Kingston Securities Limited, directing the firm to freeze certain assets held in a client account belonging to a board member of a listed corporation. Read more: https://cutt.ly/6eRSclHi #HKSFC #KingstonSecurities #AssetFreeze #CorporateMisconduct #InvestorProtection #SecuritiesRegulation #HK_SFO #MarketIntegrity #FinancialOversight #DirectorDuties

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On 12 April 2024, The Stock Exchange of Hong Kong Limited (the “Exchange“) published the consultation conclusions on Proposed Amendments to Listing Rules Relating to Treasury Shares (“Consultation Paper“). Receiving support from the market, the proposals set out in the Consultation Paper will be implemented with only minor modifications. Please see the below article penned by our Partner Nicole Chan and trainee solicitor Heidi Chau for a summary of the major changes to The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules“). #MinterEllisonLLP #InitialPublicOfferingsandSpinoffs #HongKongListingRules #CorporatePractice

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Our Partner and Head of Financial Services Practice, Jeremy Lam, was quoted in the article titled “HK fund firms urged to 'get their house in order' as SFC steps up inspections” by Ignites Asia. Jeremy highlighted the importance of improving compliance measures for Hong Kong's asset managers due to increased scrutiny from the SFC. He noted that the SFC's heightened inspections might lead to disciplinary actions for executives found in violation. Jeremy also mentioned that the regulator is expected to act swiftly in implementing these changes. Read the article here: https://lnkd.in/gjSe_5Ey Learn more about our Financial Services practice here: https://lnkd.in/gqKmBm7v #Deacons #DeaconsFinancialServices #InvestmentFunds #SFC #Regulation #Compliance

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The Hong Kong Stock Exchange (HKEX) recently published a consultation paper proposing changes to the Corporate Governance Code and related amendments to the Listing Rules. The proposed changes represent the continuous effort by the HKEX to upgrade its corporate governance framework from time to time, with the last round of changes to the Code having occurred only two years ago. The HKEX’s proposals apply equally to both issuers listed on the Main Board and GEM, the secondary board of the HKEX. Consultation deadline is 16 August CompliancePlus Consulting Limited is in principle supporting this HKEX consultation proposal and our submission is attached below that the key points are below: - we agree to the hard cap of six listed issuer directorships that an independent non executive director (INED) may hold - we suggest a hard cap of 7 years on the long serving INED https://lnkd.in/gABVr239

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Directors of companies in Hong Kong owe fiduciary duties to the company and its shareholders. Fiduciary duties are among the most fundamental obligations that directors must uphold, and they are designed to ensure that directors act in the best interests of the company – but do they owe duties to creditors? Today our Chris Hooley discusses the topic and goes through a few court cases which should be taken into consideration for companies operating in Hong Kong. https://lnkd.in/gkfTjrdB #LegalIssues #CaseAnalysis ##FiduciaryDuties #Shareholders #Creditors #HongKong #UK #NewZealand

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This update discusses the recent public consultation by SGX RegCo, whereby it proposed amendments to the SGX-ST Listing Rules to impose an obligation on issuers to facilitate the convening and conduct of shareholder-requisitioned meetings under sections 176 and 177 of the Companies Act 1967 of Singapore. #Corporate #SGXPublicConsultation #ProposedRegulatoryChanges #ShareholderMeetings #SGXListingRules #Publications

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In the recent decision of Re Primlaks (H.K.) Ltd (in Liquidation) [2024] HKCFI 752, the Hong Kong court held that in adjudicating proofs of debt based on a default judgment, a liquidator may go behind the judgment in the event of fraud, collusion or miscarriage of justice. Where a proof of debt is based on a default judgment, the ground of miscarriage of justice is particularly relevant since a default judgment involves a one-sided presentation of facts, the objectivity and accuracy of which could be subject to challenge or further scrutiny. In particular, the court held that the liquidator need not challenge the judgment prior to looking behind it. In this case, the court found it sufficiently clear that the liquidators’ case was based on an alleged miscarriage of justice in a default judgment. The court agreed with the liquidators that there was good reason that the default judgment ought not to have been granted. The petitioner failed to introduce sufficient evidence to discharge their burden of proving that the alleged loans were genuine debts. Furthermore, the available contemporaneous documents show information that directly contradicted the petitioner's claim. As such, the liquidator's decision to reject the petitioner's claim was confirmed and dismissed the petitioner's application with costs. Read more here: https://lnkd.in/ge_sB6Rv The views expressed in the article belong solely to the author(s) of the article and does not necessarily represent the views of INSOL or INSOL Asia Hub. All content presented on LinkedIn by INSOL Asia is for the benefit and interest of the restructuring and insolvency community, and for general informational purposes only, and INSOL makes no representations as to the accuracy or completeness of any information contained in the article. INSOL posts do not constitute legal advice. Credits: Dentons Hong Kong LLP, Keith Brandt, Henry Li #insolvency #restructuring #hongkong

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[GCC Consulting News] The Securities and Futures Commission (SFC) initiated legal proceedings against local and overseas investors for manipulating shares of Ching Lee Holdings Limited (Ching Lee). This scheme, which began before Ching Lee's listing on 29 March 2016 and lasted over five months, involved artificially inflating the share price and turnover, leading to a 90% price collapse on 7 September 2016. On 11 July 2019, the SFC applied for and obtained interim injunctions, freezing up to $124.9 million in assets from 15 entities involved. These injunctions were extended to ensure assets were available for potential restoration orders. The SFC also commenced criminal proceedings against five individuals, including Sit Yi Ki, Lam Wing Ki, and Tam Cheuk Hang, for conspiring to carry out false trading. They were convicted and sentenced to imprisonment, marking the first such case under the Securities and Futures Ordinance (SFO) to be tried at the Court of First Instance. The Court of Final Appeal upheld the SFC’s jurisdiction over overseas defendants, reinforcing Hong Kong’s market regulation. This case underscores the SFC's commitment to tackling market manipulation and ensuring justice for affected investors. #GCCConsulting #SFC #MarketManipulation #LegalProceedings #InvestorProtection #FinancialRegulation #SecuritiesAndFutures #CourtRuling #AssetFreezing #FalseTrading #HongKongFinance

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Spurred by their concerns over increasing misconduct by listed companies related to money lending transactions, key Hong Kong regulatory bodies, including The Stock Exchange of Hong Kong Limited (HKEx), the Securities and Futures Commission (SFC) and the Accounting and Financial Reporting Council (AFRC), have issued various guidelines setting out their expectations on listed companies during various stages of money lending transactions. These guidelines reiterated the need for listed companies to maintain and implement effective internal control systems and ensure adequate and timely public disclosure. In this newsletter, our HKCRP team underscores key compliance requirements on listed companies when conducting money lending transactions. Peter Po Kwong Yuen Christina Fu Howard Chan

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Under the new filing regulations, what approvals and verifications are required for domestic enterprises’ refinancing activities after overseas IPO? What are the applicable issues?    Liu Zhi and Yang Lin at ETR Law Firm analyse key areas of scrutiny for overseas securities offerings post-listing, aiming to provide reference for future filing activities. Wang Jiawei also contributed to this article.    Click China Business Law Journal for more information.    👉 Join our membership: https://lnkd.in/gBZGctHN     #cblj #china #IPO #listing #overseas #investment #compliance #capitalmarkets #inhousecounsel #business #legalprofession #lawfirms #lawyers #legal #law #lawdotasia 

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Insolvency and restructuring tools are often the final line of defense in fraud investigations and asset recovery. Join our Senior Managing Director, Daniel Chow, from the Corporate Finance & Restructuring practice, along with David Kwok from Dentons, at a training event organised by ACFE Hong Kong Chapter. Together, they will discuss "Using Insolvency and Restructuring Tools to Investigate Fraud." Discover how these techniques can be applied in cases of suspected fraud. Learn more and register here: https://lnkd.in/gEuPARQE #Insolvency #Restructuring #ExpertsWithImpact

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We are pleased to update that a team led by our Deputy Chairman Chee Meng Tan, SC, including Partners Manoj Pillay Sandrasegara and Kai Yun Tan, has successfully defended our High Court win for our client Oversea-Chinese Banking Corporation Ltd, in a US$30.4 million letter of credit claim brought by a beneficiary. The Singapore Court of Appeal has affirmed the High Court’s decision that fraud on the part of the beneficiary had been made out. Importantly, the Court of Appeal commented that the law should “call a fraud a fraud”, and clarified that the fraud exception to an issuer’s obligation to pay under an LC does not bear a higher threshold than the standard applicable to other financial instruments such as independent guarantees. This is one of the rare decisions in which issuer banks had successfully managed to establish the fraud exception on the beneficiary’s part; there are many lessons for issuer banks and traders to be drawn from the “red flags” found by the High Court, and affirmed by the Court of Appeal. The Court of Appeal has now made it clear that the standard of fraud should not be so narrow as to allow a beneficiary to bury its head “ostrich-like in the sand”, and benefit from its struthious belief in the truth of its representations. We highlight the salient points of the Court of Appeal’s decision in this update. The full decision by the Court of Appeal can be found here: https://lnkd.in/gkVWnjpZ   Click on the link below to view the full update. We appreciate that there is significant market interest on the implications of this decision. Does this decision now make it easier for issuer banks to refuse payment under an LC? If an LC bank suspects fraud, what questions should the LC bank ask and where should the LC bank look? What should traders and LC banks do to manage fraud risks in the light of this decision? If you would like a more detailed discussion on this decision, please feel free to reach out to the above Partners for clarification.

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Listing Rules Foundation Course – Session Three: Chapter 14A - Connected Transactions Directors, senior management, and governance professionals, don't miss out on this essential session to ensure compliance and stay informed on the topic of ‘Chapter 14A - Connected Transactions’ of Hong Kong Exchanges and Clearing Limited (HKEX) Listing Rules. It is a valuable opportunity to enhance your understanding and stay up-to-date with the regulatory requirements. Speakers from HKEX, Stephenie Fung, Ashley Chan will explain with practical case studies covering topics on: • Who are connected persons • What are connected transactions • Specific requirements for continuing connected transactions • Measures for identifying and monitoring the transactions • Applicable compliance requirements • Aggregation and alternative size tests Venus Lo from HKEX and legal and governance professional practitioners Tom CHAU, Cindy Kwong and Frank Yuen will share their insights in a panel discussion. Register now:  Physical: https://lnkd.in/g4JJWyU5  Online: https://lnkd.in/gmzxBNbd #HongKongListing #HKCGI #ComplianceTraining #CorporateGovernance #ListingRules

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