The Immigration (Advance Passenger Information) Regulation (“Regulation“) made under section 6A of the Immigration Ordinance (Cap. 115) has been gazetted on 24 March 2023 and has been tabled at the Legislative Council for negative vetting on March 29, which seeks to provide legal backing for implementation of the Advance Passenger Information (“API“) system in Hong Kong, requiring airlines to provide travellers’ personal data to the Immigration Department (“ImmD“) in Hong Kong before the flights arrive in Hong Kong (thus will not affect the flights departing from Hong Kong).
By way of background, in 2018, under the updated Convention on International Civil Aviation (“CICA“) implemented by the International Civil Aviation Organization (“ICAO“) which is applicable to Hong Kong, each Contracting State is required to establish the API system, i.e. an electronic communications system whereby personal data of travellers (i.e. API data such as the traveller’s name, date of birth, nationality and travel document information) and their respective aircraft information (such as the scheduled date and time of departure and flight number of the aircraft) are collected and transmitted by the airline concerned to the border control agency prior to/after flight departure, so that the border control agency can immediately conduct a risk assessment of border security for issuing boarding directions in respect of the travellers.
The aim of this Regulation is to enable Hong Kong as an international aviation hub to meet the requirement and recommendations of the ICAO, as well as to facilitate the ImmD to further enhance its passenger clearance and enforcement capabilities to prevent undesirables, including potential non-refoulement claimants, from boarding flights heading to Hong Kong.
The Regulation (except for the parts relating to offences, penalty and defence) is set to be rolled out by phases alongside the roll-out of the API system in the third quarter of 2024.
The Securities and Futures Commission (the “SFC”) in Hong Kong is in the process of introducing a comprehensive framework to regulate virtual assets (including cryptocurrency, crypto-asset, digital token, etc.) related activities. In December 2022, the Anti-Money Laundering and Counter-Terrorist Financing (Amendment) Bill 2022 was passed by the Legislative Council to introduce, among other things, a licensing regime for virtual asset service providers.
Under the new licensing regime to take effect on 1 June 2023, all centralised virtual asset trading platforms (the “VATPs“) carrying on business in Hong Kong or actively marketing to Hong Kong investors will need to be licensed by the SFC. VATPs must satisfy the fit and proper test and comply with the anti-money laundering and counter-terrorist financing (AML/CTF) requirements, as well as other regulatory requirements on investor protection. On 20 February 2023, the SFC launched the anticipated consultation on the proposed detailed regulatory requirements for operators of virtual asset trading platforms.
It is proposed that licensed VATPs shall comply with, among other things, the Guidelines for Virtual Asset Trading Platform Operators (the “VATP Guidelines“), which are based on the existing regulatory requirements applicable to SFO-licensed platform operators, and particularly, the Terms and Conditions for VA Trading Platform Operators (the “VATP T&C“), including safe custody of assets, know-your-client, AML/CFT, conflicts of interest, admission of virtual assets for trading, prevention of market manipulation, accounting and auditing and risk management.
In the consultation, the SFC is seeking the public’s views on certain regulatory requirements, which are additions or variations to the existing requirements in the VATP T&C, including but not limiting to:-
(a) whether to allow licensed VATPs to serve retail investors, and if so, what investor protection measures are required;
(b) proposed requirements for insurance / compensation arrangement; and
(c) trading in virtual asset derivatives.
With the understanding that platform operators currently licensed under the Securities and Futures Ordinance may need time to revise their systems and controls to meet some of the new requirements under the proposed VATP Guidelines, the SFC has proposed to provide a 12-month transitional period to VATPs which are pre-existing (i.e. in operation in Hong Kong prior to 1 June 2023 with meaningful and substantial presence).
Interested parties are encouraged to submit their comments on the proposal under consultation on or before 31 March 2023.
The Companies (Amendment) Ordinance 2023 (“Amendment Ordinance“) was gazetted on 27 January 2023 and will come into operation on 28 April 2023.
Background
The manner in which a Hong Kong incorporated company holds its general meeting is governed by the provisions of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) (“CO“) and the company’s own articles of association (“articles“).
Under the current provisions of the CO, a general meeting can be held at two or more places using technology that enables the members of the company who are not together at the same place to listen, speak and vote at the meeting, but there is no clear reference as to whether a company can hold fully virtual general meetings. In particular, because the current provisions of the CO refer to a place or places for holding general meetings, it seems to suggest that there must be a physical venue for general meetings.
In view of the advancement of technology in electronic communication, the Amendment Ordinance seeks to modernise the CO (and the model articles prescribed in Schedules 1 to 3 to the Companies (Model Articles) Notice (Cap. 622H of the Laws of Hong Kong)) to expressly cater for the scenario of companies holding fully virtual general meetings as well as hybrid general meetings.
Major elements of the Amendment Ordinance
Major elements of the Amendment Ordinance include:
Other key points
Even if a company’s existing articles refer to a place or places for conducting a general meeting or require the notice of general meeting to specify the physical venue of the meeting, it is not necessary for the company to amend its articles in order to enjoy the flexibility of holding fully virtual general meetings or hybrid general meetings as introduced by the Amendment Ordinance, unless the company’s articles expressly preclude the holding of a general meeting by using virtual meeting technology, or require a general meeting to be held only at a physical venue.
Companies are advised to review their articles to see if any of the above express restrictions exist.
The Amendment Ordinance does not remove the option of holding physical general meetings. Companies should choose the most appropriate mode of meeting for its members based on the circumstances of the company and its members. The ultimately aim is to promote engagement with members and encourage their participation at meetings.
For more information, please refer to the Amendment Ordinance, and the “Guidance Note – Good Practice on Holding Virtual or Hybrid General Meetings” and list of frequently asked questions published by the Companies Registry.
On 20 January 2023, the Stock Exchange of Hong Kong Limited (the “Exchange“) published a report on its annual review of issuers’ annual reports for the 2021 financial year. The Exchange adopted a thematic approach and identified specific areas of review. Whilst noting that issuers continued to achieve a high rate of compliance with annual report disclosure requirements under the Listing Rules, the Exchange identified several areas of improvements and made recommendations to issuers.
Financial reporting and related controls
Material lending transactions
Financial statement disclosure under accounting standards
Issuers should take note of the observations and recommendation contained in the report in order to improve transpiration and accountability to investors in its future annual reports. For further information, please visit this link.
The investor identification regime for the securities market in Hong Kong (“HKIDR“) will be launched on 20 March 2023. The purpose of the HKIDR is to enhance market surveillance and monitoring in order to achieve better investor protection.
Relevant licensed corporations and registered institutions (collectively referred to as “Relevant Regulated Intermediaries”) will have the following main obligations under the HKIDR upon its implementation:
Before the HKIDR commences on 20 March 2023, Relevant Regulated Intermediaries are reminded to complete the following as part of their preparation for the implementation:
For further information, SFC’s guidelines and circulars can be found here.
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