On 1 January 2022, the proposed amendments to the Hong Kong Listing Rules relating to the new listing regime for special purpose acquisition companies (SPAC) have become effective. The Stock Exchange of Hong Kong Limited (SEHK) also issued a guidance letter on SPACs to assist applicants and issuers to understand and comply with the amended Listing Rules.

The new SPAC listing regime reflects the SEHK’s commitment to make Hong Kong’s capital-raising markets internationally attractive, competitive and diversified.

The Court of First Instance (“CFI“) has recently reaffirmed an employer’s right to terminate a contract of employment and agency without cause in the cases of Lam Siu Wai v Equal Opportunities Commission [2021] HKCFI 3092 and Cheung Li On v Sun Life Hong Kong Limited [2021] HKCFI 3784.

In Lam Siu Wai, the dismissed employee claimed wrongful dismissal in breach of the employer’s implied duty of mutual trust and confidence. The CFI ruled that such duty involves the maintenance of the employer-employee relationship, but is not applicable in the context of termination. Further, the employer’s contractual or statutory termination right can be exercised unreasonably or capriciously, so long as it is exercised in accordance with contractual and statutory rights.

In Cheung Li On, where a breach of the implied duty of good faith in the exercise of the contractual right was argued, the CFI similarly ruled that the very nature of the power to terminate a contract without cause is that its exercise does not have to be justified, and it cannot be overridden by the implied duty of good faith. A duty of good faith is implied to restrict an unqualified discretion only if the termination power may prevent a proper exercise of contractual discretion, but not to limit a right to terminate.

To avoid a dispute, employers must pay attention when deciding whether to give or stay silent on the reasons for termination.

On 2 December 2021 Hong Kong Exchanges and Clearing (HKEX) announced the publication of a Net-Zero Guide to sustainability and achieving net zero carbon for Hong Kong listed issuers, and other businesses looking for guidance and insight, and a partnership with leading environmental, social and governance data providers to display HKEX-listed companies’ ESG metrics.

This is important guidance for Hong Kong listed companies which now have enhanced ESG reporting obligations under the Listing Rules.

The Hong Kong Labour Department announced that on 9 December 2021 a Hong Kong contractor was fined HK$145,000 at Kowloon Magistrates’ Court for violation of the Factories and Industrial Undertakings Ordinance and the Construction Sites (Safety) Regulations arising from a fatal accident in May 2018 at a construction site in Ho Man Tin, Kowloon.

Prosecutions of this nature can have a serious adverse impact on contractors’ ability to tender for future projects, and highlight the importance of compliance with high safety standards and all applicable Hong Kong regulations.

On 26 November 2021 the Securities and Futures Commission issued restriction notices against two Hong Kong brokerages prohibiting dealing with assets in 17 trading accounts suspected to be related to an alleged social media ramp-and-dump scheme involving manipulation of the market price of shares in a Hong Kong listed company in late October 2021.

This continues the SFC’s campaign against alleged social media ramp-and-dump schemes in Hong Kong, and the likelihood is that we will see more SFC investigations and enforcement proceedings in this area.