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* * * OUR PRACTICES ARE MARKET LEADING, AND OUR LAWYERS ARE ROUTINELY
RECOGNISED AS AMONG THE BEST IN HONG KONG AND BEYOND. CLIENTS DIRECTLY
BENEFIT FROM THE EFFECTIVENESS AND EFFICIENCIES YIELDED FROM THE
COMMERCIAL APPLICATION OF OUR LAWYERS’ INSIGHT ACROSS A BROAD RANGE OF
STRATEGICALLY SIGNIFICANT SECTORS. OUR MULTIDISCIPLINARY SECTOR TEAMS
LEVERAGE THEIR DECADES OF EXPERIENCE TO HELP CLIENTS TAKE ADVANTAGE OF
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* * FEATURED INSIGHTS
* Hong Kong passes bill enabling listed companies to hold or transfer
treasury shares
* 2024 highlights and 2025 outlook for Hong Kong employers and HR
practitioners
* HKEX publishes consultation conclusions on corporate governance code
enhancements following consultation
* About JSM
* * * JOHNSON STOKES & MASTER (JSM) IS A PRE-EMINENT LAW FIRM IN HONG KONG
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A PRE-EMINENT LAW FIRM IN HONG KONG
A HONG KONG ICON RETURNS
Our vision is to help support our clients and the broader community in Hong Kong
to capitalise on the exciting and unique range of local and global opportunities
the city offers.
View more
ASIAN FINANCIAL FORUM 2025
POWERING THE NEXT GROWTH ENGINE
JSM is a collaborating partner at the AFF 2025 held in Hong Kong from 13-14
January. Join us for a discussion on the factors driving regional capital
markets collaboration from a global viewpoint.
Learn more
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INTRODUCING JSM
HOMEGROWN.
GLOBAL OUTLOOK.
Our story is more than 160 years old. It is a story that demonstrates the
resilience, spirit and strength the people of Hong Kong are renowned for, as our
city grew from the small provincial port in Southern China to become the leading
global financial and legal centre that it is today.
When the world has changed so has our firm – always taking the initiative to
find the best course through unchartered territory for our clients, the
community and our people.
View more
Our story is more than 160 years old. It is a story that demonstrates the
resilience, spirit and strength the people of Hong Kong are renowned for, as our
city grew from the small provincial port in Southern China to become the leading
global financial and legal centre that it is today.
When the world has changed so has our firm – always taking the initiative to
find the best course through unchartered territory for our clients, the
community and our people.
View more
WHO WE ARE
ESTABLISHED IN 1863.
REINVENTED IN 2024.
OUR FIRM
NEWS
Media Coverage 3 January 2025
IS POSTPONING RETIREMENT AN ANSWER TO HONG KONG’S TALENT SHORTAGE?
Firm News 2 January 2025
JOHNSON STOKES & MASTER PROMOTES SEVEN LAWYERS TO PARTNER AND COUNSEL
Firm News 2 December 2024
A HONG KONG ICON RETURNS – JOHNSON STOKES & MASTER
Firm News 29 November 2024
JSM HIGHLY RANKED IN THE LEGAL 500 ASIA PACIFIC: GREATER CHINA 2025
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INSIGHTS
LATEST PUBLICATIONS
Johnson Stokes & Master (JSM) is a collaborating partner at the Asian Financial
Forum 2025 (AFF 2025), which will be held on 13 and 14 January in Hong Kong. JSM
Commercial Managing Partner Hannah Ha will be leading the panel on “Global
spectrum: Forging regional capital markets collaboration” to discuss the drivers
of regional capital markets collaboration from a global perspective. Hannah will
be joined by distinguished speakers who will provide insights on regulatory
harmonisation, strategies for fostering collaboration across capital markets and
recommendations for strengthening the regional financial ecosystem. Full details
on the AFF 2025 can be found here : Asian Financial Forum
14 January 2025
ASIAN FINANCIAL FORUM 2025 – POWERING THE NEXT GROWTH ENGINE
Legal update 9 January 2025
HONG KONG PASSES BILL ENABLING LISTED COMPANIES TO HOLD OR TRANSFER TREASURY
SHARES
On 8 January 2025, the Hong Kong Legislative Council passed the Companies
(Amendment) Bill 2024 (“Amendment Bill”) introducing the long-awaited treasury
shares regime for listed companies incorporated in Hong Kong. The Amendment Bill
aligns with the amendments to the Rules Governing the Listing of Securities on
the Stock Exchange (“Listing Rules”) in June 2024, which permit listed companies
to repurchase and hold treasury shares for resale. The amendments will come into
effect three months after the publication of the amended Ordinance in the
Gazette. The tentative date of Gazette is 17 January 2025. Hong Kong
incorporated listed companies will be able to hold, sell, transfer or cancel the
brought-back shares after the amendments come into effect. The transfer or sale
of treasury shares will be regarded as allotment of shares. Other amendment The
Amendment Bill will also introduce an ‘implied consent mechanism’. Members and
debenture holders are deemed to consent to a company sending information by
making the information available on a website if the articles of the company or
the debenture instrument contains a provision to this effect. The company shall
send a one-off notification to the members or debenture holders to make this
implied consent mechanism effective. Please reach out to any of our partners
should you have any enquiries.
Legal update 24 December 2024
2024 HIGHLIGHTS AND 2025 OUTLOOK FOR HONG KONG EMPLOYERS AND HR PRACTITIONERS
2024 saw no substantial changes to the employment law landscape in Hong Kong but
some key changes are expected to be rolled out or take effect in 2025. As such,
employers should start planning for these upcoming changes to stay ahead of the
game. This legal update outlines the key highlights of 2024 and looks ahead to
2025. 2024 Highlights: Litigation trends: In 2024, we saw a number of court
judgments regarding:- non-payment of termination entitlements (in particular,
bonus payouts), enforcement of post-termination restrictions (see our legal
update on Moxie Communications Limited v Lai Cheuk Lok), and breach of implied
terms of the contract of employment (including the implied duty of mutual trust
and confidence) (see our legal update on Yang Zhizhong v Nomura International
(Hong Kong) Limited). Interestingly, there were also two other cases, namely,
Green Light Multiplex Co. Limited v Lam Shi Yan and Conpak Management
Consultants Limited v Luk Wai Ting (see our respective legal updates) which
touched on whether an employee owed fiduciary duties to their employer. We see
these types of disputes continuing in 2025. Enhancement of the Statutory Minimum
Wage review mechanism: In April 2024, the government announced its plan to
enhance the Statutory Minimum Wage (SMW) review mechanism, based on
recommendations of the Hong Kong Minimum Wage Commission. These enhancements
include shortening the review cycle of the SMW rate from two years to one (i.e.
annual review), and adopting a formula tying the SMW rate to Hong Kong’s
inflation rate and economic growth performance. The first SMW rate derived under
the new review mechanism will take effect on 1 May 2026. Launch of the
Re-employment Allowance Pilot Scheme: In July 2024, the Labour Department
launched a three-year Re-employment Allowance Pilot Scheme (REA Scheme) to
encourage elderly and middle-aged people to rejoin the workforce. The REA Scheme
offers eligible participants (i.e. Hong Kong residents aged 40 or above and who
have not been in paid employment for at least three consecutive months before
joining the REA Scheme) a maximum allowance of HK$10,000 after working full-time
continuously for six months, with an additional allowance up to HK$10,000 to
those who have worked full-time for the entire 12-month period. The allowance
under the REA Scheme is halved for those eligible participants working
part-time. Use of artificial intelligence: The use of artificial intelligence
(AI) in the employment and HR space is gradually on the rise. While there is
currently no AI-specific legislation in Hong Kong, the Hong Kong Office of the
Privacy Commissioner for Personal Data issued the “Artificial Intelligence:
Model Personal Data Protection Framework” in June 2024, providing organisations
with practical and detailed recommendations when they procure, implement and use
AI systems involving personal data. 2025 Outlook: Relaxation of the “418”
continuous contract requirement: Many entitlements under the Employment
Ordinance (EO) apply only to employees under a continuous contract. Generally,
an employee is required to work for the same employer for at least 18 hours a
week for four or more consecutive weeks to be considered working under a
continuous contract. This is what is commonly referred to as the “418 rule”. The
government has now announced its plan to replace the “418 rule” with a “468
rule”, which would require an employee to work 68 hours over a four-week period.
An amendment bill to the EO is expected to be introduced to the Legislative
Council in the first half of 2025. The proposed “468 rule” will potentially
allow more employees (in particular part-time or casual employees) to qualify
for the statutory employment benefits under the EO which they may not currently
enjoy, such as statutory holiday pay, annual leave pay, sickness allowance, and
maternity/paternity leave. For more details, please refer to our legal update.
Abolition of the Mandatory Provident Fund offsetting mechanism: From 1 May 2025,
the existing Mandatory Provident Fund (MPF) offsetting mechanism will be
abolished. Employers in Hong Kong will no longer have the right to offset the
statutory severance/long service pay (payable on termination of employment)
against the accrued benefits attributable to their contributions with respect to
the employee. Talent attraction: In the recent 2024 Policy Address, the
government announced plans to reform various aspects of the existing talent
admission regime, aiming to address a projected shortage of workers across
different sectors, and attract experienced specialists in specific skilled
trades. For a summary of these proposed reforms, please refer to our legal
update.
Legal update 24 December 2024
HKEX PUBLISHES CONSULTATION CONCLUSIONS ON CORPORATE GOVERNANCE CODE
ENHANCEMENTS FOLLOWING CONSULTATION
The Hong Kong Stock Exchange (HKEX) published conclusions to a consultation
exercise on Review of Corporate Governance Code and Related Listing Rules on 19
December 2024 – with modified amendments now coming into effect on 1 July 2025.
This is later than the original implementation date of 1 January 2025 as
proposed in the consultation paper. (Refer to our earlier update on proposed
major amendments here: “Hong Kong: HKEX proposes amendments to listing rules to
strengthen corporate governance for listed companies“). The original proposals
received majority support, although to strike a balance between advancing its
governance regime as well as retaining flexibility for issuers, the HKEX
modified requirements. The following table highlights requirements modified from
the initial proposals: Area Proposed amendment Requirement coming into effect on
1 July 2025 Board effectiveness New Code Provision (CP) of the Corporate
Governance Code (CGC) (which requires the “comply or explain” threshold to be
met): Issuers without an independent board chair to designate a lead INED. New
Recommended Best Practice under the CGC (RBP): Designation of a lead INED has
been modified to an RBP, which is voluntary in nature. New CP and new Mandatory
Disclosure Requirement under the CGC (MDR): Issuers subject to enhanced
disclosures in the Corporate Governance Report regarding shareholder engagement,
which includes: nature/number/frequency of engagements; the group(s) of
shareholders and representatives of the issuer involved; and the issuer’s
approach to following up. New Listing Rule (LR): Requiring directors to receive
training annually on specified topics and directors who are (a) appointed as a
director for the first time, or (b) have not served as a director of an issuer
listed on the HKEX within three years prior to their appointment (both
First-time Directors) to complete a minimum of 24 hours of training within 18
months of their appointment. New LR (modified): First-time Directors’ minimum
required training is reduced to 12 hours if they have directorship experience on
other exchanges within three years prior to their appointment. New LR
(modified): Removal of the “reset” mechanism for a First-time Director who
ceases to be a director of an issuer prior to their completion of the minimum
training hours. Overboarding INED and directors’ time commitment New LR: An INED
must not concurrently hold more than six listed issuer directorships (i.e. an
Overboarding INED), with a three-year transition period. New LR (specified):
Issuers: There is a three-year transition period (compliance required by the
first AGM held on or after 1 July 2028 by any issuer currently with an
Overboarding INED); IPO applicants: They are not permitted to have Overboarding
INEDs on their board upon listing. INED independence New LR: An issuer’s board
must not include an INED who has served more than nine years (Long Serving
INED), with a two-year cooling-off period and a three-year transition period.
New LR (modified): The hard cap of nine years tenure for INEDs has been adopted
with a phased implementation over a transition period of six years: Phase One
(compliance by the first AGM held on or after 1 July 2028): The majority of
INEDs on an issuer’s board must not be Long Serving INEDs; Phase Two (compliance
by the first AGM held on or after 1 July 2031): An issuer must not have any Long
Serving INED on their board. The HKEX will publish updated guidance in the
first half of 2025 to assist compliance with the new requirements. Key takeaways
There will be enhanced disclosure requirements regarding the board’s engagement
with shareholders during the reporting period. Issuers should note the specific
information required for such disclosures and take necessary steps to comply.
Although the hard cap on the tenure of INEDs will be implemented over a
transition period, issuers should plan ahead to ensure timely compliance.
Preparations may include searching for suitable candidates who may satisfy the
INED requirements to replace its Long Serving INEDs.
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PEOPLE
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RESPONSIBLE BUSINESS
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SOCIAL IMPACT
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PRO BONO
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EXPLORE
CAREERS
At Johnson Stokes & Master, we provide a pathway for your professional growth
and advancement. With our deep-rooted and extensive history, we invite you to
explore current opportunities to join us, thrive in a supportive environment,
and make a meaningful impact for our clients.
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