Legal Updates

Legal Updates for January 2020

Wishing all a Happy and Prosperous New Year as we issue our first issue of Competition Bites for 2020, providing you with updates of key developments across South East Asia as pulled together by our regional competition law practice. In this issue, snippets include the Malaysia Competition Commission's first decision on resale price maintenance, the Philippine Competition Commission’s first decision on abuse of dominance, a summary of the Competition and Consumer Commission of Singapore’s recent merger review decisions, as well as the Thailand Trade Competition Commission’s new guideline on business franchising. We also discuss Indonesia’s new regulation to assess acquisitions of assets.

Foreign Investment Information Reporting System: What Would You Expect After China has Abolished the Approval and Filing System for Foreign Investment in China?
With the PRC Foreign Investment Law and its Implementation Regulation being enacted on 1 January 2020, China has officially abolished the foreign investment approval (and filing) system. The Ministry of Commerce and its local agencies are now in charge of the new foreign investment information reporting system, which was implemented simultaneously along with the Foreign Investment Law and its Implementation Regulation. In order to implement the new information reporting system, the authorities have issued certain measures and announcements, including the Measures for Foreign Investment Information Reporting. In this Update, we detail some significant points of these measures.

SGX Proposes New Requirements on Appointment of Auditors and Property Valuation
The Singapore Exchange Regulation ("SGX RegCo") is conducting a public consultation to seek comments on proposals to amend the SGX-ST Mainboard Rules and Catalist Rules to enhance the regulatory regime for appointment of auditors of issuers listed on the SGX-ST, and impose new requirements on the qualifications for property valuers and the standards for property valuation reporting. Comments on the proposals must be submitted to SGX RegCo by 14 February 2020.

SGX Enhances Mainboard Listing Rules on Regulation of Issue Managers from 10 January 2020
On 10 January 2020, the Singapore Exchange Regulation announced the amendments of the SGX-ST Mainboard Listing Rules on the regulation of Issue Managers ("IMs"). These amendments clarify the responsibilities of IMs, incorporate the Association of Banks in Singapore Listings Due Diligence Guidelines into the SGX-ST Mainboard Listing Rules, specify the independence thresholds of IMs, and clarify the responsibilities of directors and executive officers of an issuer in respect of information provided in listing applications. This Update provides a summary of the key aspects of the amendments.

A New Era of Foreign Investment Regulatory Regime in China: State Council of China Issues Implementation Regulation of Foreign Investment Law
Further to the new PRC Foreign Investment Law ("Foreign Investment Law") which was passed on 15 March 2019 and has come into effect since 1 January 2020, the State Council of China promulgated the Regulation on Implementation of the Foreign Investment Law (中华人民共和国外商投资法实施条例, the "Implementation Regulation") on 31 December 2019, which has also come into effect since 1 January 2020. We set out in this Update some salient points of the Implementation Regulation.

Sea-change in Singapore's Funds Industry – the Birth of Variable Capital Companies
On 14 January 2020, the Variable Capital Companies Act 2018 ("VCC Act") and its subsidiary legislation came into force to introduce a new legal framework for variable capital companies ("VCCs"). The VCC is a new corporate structure for investment funds vehicles, with the goal of achieving Singapore's drive to be an Asian hub for fund management and fund domiciliation.

The Variable Capital Companies (Miscellaneous Amendments) Act ("VCCMA Act"), which seeks to amend the Income Tax Act, the Goods and Services Tax Act and the Stamp Duties Act to provide for the tax treatment for VCCs, partially came into force on 15 January 2020. The provisions in the VCCMA Act that will amend the insolvency provisions in the VCC Act have yet to come into force.

This Client Update provides an overview of a VCC's features and compliance requirements with reference to the VCC Act, its subsidiary legislation, and the VCCMA Act.

SGX Amends Listing Rules on 7 February 2020 to Adopt Risk-based Approach to Quarterly Reporting and Enhance Continuous Disclosure Requirements
On 9 January 2020, the Singapore Exchange Regulation ("SGX RegCo") announced that the SGX-ST Mainboard Rules and Catalist Rules (collectively "Listing Rules") will be revised on 7 February 2020 to adopt a risk-based approach to quarterly reporting and to enhance the continuous disclosure requirements relating to, among other things, transactions with interested persons, rights issue fund-raising, provision of significant financial assistance to third parties and significant disposal of assets.

A summary of the key Listing Rules changes taking effect on 7 February 2020 is set out herein.

First Stage of Resource Sustainability Act Comes into Force
The Resource Sustainability Act ("Act") was passed in Parliament on 9 September 2019, and forms part of Singapore's Zero Waste Masterplan. The Act is set to be implemented incrementally from 2020 to 2025, and on 1 January 2020, the first stage of the Act came into effect. This Update takes a look at the parts of the Act which have come into force, as well as the timeline for the implementation of the remainder of the Act.

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