Tuesday, 27 August 2013

China Updates- Foreign Exchange

The State Administration of Foreign Exchange (SAFE) of China in July issued the Guidelines for the Administration of Foreign Exchange Under Service Trade under Circular 30 (effective September). Circular 30 simplifies foreign exchange rules for the service industry whilst abolishing numerous previous SAFE regulations.

The Guidelines provide that the State does not impose restrictions on international payments in services trade as long as the payments are based upon genuine and lawful transactions. Nor are banks required to inspect and verify the transaction documents for receiving and paying foreign exchange under services trade where the value of such funds is US$50,000 (or equivalent) or less. However, where the nature of the funds is unclear, banks should request the submission of transaction documents. Likewise, where the funds exceed US$50,000 or equivalent, transaction documents must be submitted to banks for approval before the transaction can be processed. In the case of dividend payments, for example, the bank must verify the annual financial audit report issued by a certified public accounting firm, the board resolution on profit distribution, and the company's most recent capitalverification report. 

Tuesday, 20 August 2013

Hong Kong Updates- Directors

The requirement for all Hong Kong private companies to have at least one natural person as a director is approaching and it is expected that this will apply to all new companies by 1st January 2014, and to all existing companies after a grace period of (possibly) 6 months.

Primasia Corporate Services Limited will offer a personal director services, subject to due diligence and conditions, to a limited number of companies.

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Primasia will post the updates of Hong Kong and China from time to time. Follow us on our Website/ Blogger/ LinkedIn and stay tunned for our updates!
===================================================================
Need more information?
Please contact:
John Barclay -Email
Teresa Tam - Email 
--------------------------
Follow us on:
Website: Primasia HK / Primasia China
LinkedIn: Primasia
--------------------------
Primasia Corporate Services Limited
Tel: +852 2882 2088
Suite 1106-08, 11/F., Tai Yau Building, No. 181 Johnston Road, Wanchai, Hong Kong

Monday, 29 July 2013

Hong Kong Updates- Trade Descriptions (Unfair Trade Practices) (Amendment) Ordinance 2012

We previously reported, in our September 2012 newsletter, the impending reform of Hong Kong’s trade descriptions legislation. The Trade Descriptions (Unfair Trade Practices) (Amendment) Ordinance 2012 ("the Ordinance") comes into force on 19 July 2013 and we now report on the legislation in its final form. We will restrict our comments to the “service” aspects of the new legislation, which the original Trade
Descriptions Ordinance did not cover. In addition to including services, other aspects of descriptions (such as those indicating price or availability) are now covered.

The revised Ordinance:
• Extends the prohibition on false trade descriptions to services as well as goods;
• Creates five new “unfair trade practices” offences;
• Strengthens enforcement mechanisms.

Trade Descriptions
It is now an offence for a trader to apply a false trade description to a service. Trade descriptions include
anything in respect of goods or services or any part of them and could include the price, how the price is
calculated, what is included (or excluded - see “Misleading omission”), the existence of any price advantage or discount, or claims that the service is "the best" or "the most popular".

Friday, 28 June 2013

Hong Kong Updates- Directors' Practice Notes Issue 2

The Hong Kong Institute of Directors has announced the release of its Directors' Practice Notes Issue 2 which provides guidelines for directors and recommendation of best-practice in Hong Kong. Most of the Notes apply specifically to listed companies. 

However, some are of general application, i.e. they will apply to directors of private companies, of which there are more than 1 million in Hong Kong. For example, the Notes reaffirm that directors are entitled to receive any information they require in order to meet their responsibilities as directors. The implication is that such information must also be timely. Against this, they are then entitled to rely on the accuracy of the information unless they have grounds to suspect that the information is not reliable. This will become increasingly important especially as the provisions of the new Companies Ordinance come into effect, including the requirement anticipated from 2014 (date to be confirmed) that every Hong Kong company, i.e. every one of the 1 million companies mentioned above, will have to have at least one natural person as a director. 

Primasia Corporate Services Limited will offer individuals directors to companies to fulfil this requirement, subject to the requisite information mentioned above being provided to Primasia.

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Primasia will post the updates of Hong Kong and China from time to time. Follow us on our Website/ Blogger/ LinkedIn and stay tunned for our updates!
===================================================================
Need more information?
Please contact:
John Barclay -Email
Teresa Tam - Email 
--------------------------
Follow us on:
Website: Primasia HK / Primasia China
LinkedIn: Primasia
--------------------------
Primasia Corporate Services Limited
Tel: +852 2882 2088
Suite 1106-08, 11/F., Tai Yau Building, No. 181 Johnston Road, Wanchai, Hong Kong

Thursday, 30 May 2013

China Updates- Anti-Monopoly Law (AML)

In April, MOFCOM gave conditional approvals to two acquisitions involving overseas groups. The first wasthe acquisition by Glencore Group of the remaining shares of Xstrata plc., i.e. those which it did not already hold.

The second was the acquisition by Marubeni of Gavilon Holdings. Both involved strategically-sensitive global
markets where China is highly dependent on imports.

In the first case, MOFCOM sought (after very lengthy consideration) for the first time extraterritorial divestiture of assets as a condition of approval. Given that the anti-monopoly arguments were not strong, the decision appears to be strongly policy-influenced.Likewise, in the Marubeni case, MOFCOM subdivided the markets for consideration to include a separate market for imports, once again based on figures which would not in themselves have created a strong overall AML case. This again suggests that policy or strategic influences are at play, and that these will continue to be key factors.Again, in the Marubeni case, MOFCOM included extra-territorial conditions in its approval, reflecting its increasing confidence in its role.

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Primasia will post the updates of Hong Kong and China from time to time. Follow us on our Website/ Blogger/ LinkedIn and stay tunned for our updates!

===================================================================
Need more information?
Please contact:
John Barclay -Email
Teresa Tam - Email 
--------------------------
Follow us on:
Website: Primasia HK / Primasia China
LinkedIn: Primasia
--------------------------
Primasia Corporate Services Limited
Tel: +852 2882 2088
Suite 1106-08, 11/F., Tai Yau Building, No. 181 Johnston Road, Wanchai, Hong Kong

Friday, 29 March 2013

Hong Kong Updates- Property market & Companies Ordinance

Property market – in a further attempt to cool Hong Kong’s property market, the Financial Secretary
announced on February 22nd a sudden change to the rates of valorem stamp duty ("AVSD").

Companies Ordinance - the first set of five pieces of subsidiary legislation for the implementation
of the new Companies Ordinance were gazetted on 1 February 2013, to cover the following topics:

Words and expressions in company names
(i.e. those not permitted),

Disclosure of company names and liability status
(e.g. at registered office and in certain documents),

Accounting standards,

Directors’ report, and

Summary financial reports.

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Primasia will post the updates of Hong Kong and China from time to time. Follow us on our Website/ Blogger/ LinkedIn and stay tunned for our updates!

===================================================================
Need more information?
Please contact:
John Barclay -Email
Teresa Tam - Email 
--------------------------
Follow us on:
Website: Primasia HK / Primasia China
LinkedIn: Primasia
--------------------------
Primasia Corporate Services Limited
Tel: +852 2882 2088
Suite 1106-08, 11/F., Tai Yau Building, No. 181 Johnston Road, Wanchai, Hong Kong

Thursday, 28 February 2013

China Updates- Employment-related issues

The Supreme People’s Court issued Judicial Interpretation IV on various employment-related issues, effective 1 February 2013. Key items include:

Non-compete Covenants
  • The amount of compensation appropriate for non-compete obligations is indicated to be 30% of the previous 12 months’ salary.
  • Previously, some amount has been required on the basis that the employee’s job-hunting prospects are damaged by a non-compete agreement, but there has been no national guidance available.
  • If, during the non-compete period, the employer terminates the non-compete agreement, the employee will be entitled to an additional 3 months of non-compete compensation.
  • If the employer fails to pay the non-compete compensation for 3 months, then the employee may terminate the agreement.
  • Breach of a non-compete agreement by an employee does not relieve the employee of the obligation to comply, even if damages are awarded.
  • The payment may apply even if the employer does not want to enforce the non-compete clause or the employee has no intention of breaching the clause. Hence, employers should consider whether they either need the clause in the first place or should release an employee from such a clause before the employee leaves.

Transfers of Employees: where a transfer of an employee is arranged by the employer, his or her years of service should be recognised by the new employer.

Oral Variation of Contracts - will be legally recognised if both the employer and the employee have acted in accordance with the oral variation for more than a month.

Expiry of Business Licence – does not relieve an employer from the obligation to pay severance pay.

Foreigners Without Work Permit: a foreigner without a work permit will not be able to seek redress in the Chinese courts.

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Primasia will post the updates of Hong Kong and China from time to time. Follow us on our Website/ Blogger/ LinkedIn and stay tunned for our updates!
===================================================================
Need more information?
Please contact:
John Barclay -Email
Teresa Tam - Email 
--------------------------
Follow us on:
Website: Primasia HK / Primasia China
LinkedIn: Primasia
--------------------------
Primasia Corporate Services Limited
Tel: +852 2882 2088
Suite 1106-08, 11/F., Tai Yau Building, No. 181 Johnston Road, Wanchai, Hong Kong