2025 年 1 月 8 日，香港立法会通过了《2024 年公司（修订）条例草案》（“修订条例草案”），为在香港注册成立的上市公司引入期待已久的库存股份机制。 修订条例草案与《联交所证券上市规则》（“上市规则”）2024年6月的修订一致，允许上市公司购回和持有库存股进行再出售。有关的修订将于经修订条例刊登宪报后三个月生效。刊宪的暂定日期为2025 年 1 月 17 日。 修订生效后，在香港注册成立的上市公司将能够持有、出售、转让或注销已购回的股份。库存股份的转让或出售将被视为股份配发。 其他修订 修订条例还会引入“默示同意机制”。公司的成员和债权证持有人被视为同意，公司通过在网站上提供资讯，即为公司发布资讯，条件是公司组织章程细则或债权证文书之中载有如此条文。公司须向成员或债权证持有人发送一次性通知，以使此默示同意机制生效。 如有垂询，请联系我们任何一位合伙人。

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.

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.