Hong Kong

Oldham, Li & Nie (OLN), a leading independent law firm in Hong Kong, is pleased to announce that Valerio Scimemi has joined the firm as a Registered Foreign Lawyer (Italy), further expanding OLN’s cross-border offering. Admitted to practice law in Italy since 2001 and before the Italian and European higher courts since 2015, Valerio brings more than 25 years of international legal experience. His practice focuses on commercial and corporate law, international contracts, M&A, extraordinary transactions, and cross-border business expansion.   Over the course of his career, Valerio has advised European and Asian clients on commercial, corporate and industrial law, labour law, banking and finance, intellectual property, and complex M&A transactions. He has particular expertise in business development and intermediation, as well as in the international expansion of businesses in the luxury fashion, oil and gas, F&B, and spirits sectors.   The addition of Valerio marks another important milestone in OLN’s strategic growth and reinforces the firm’s commitment to providing seamless international legal services. His appointment builds on the firm’s established Chinese, French and Japanese practices, as well as its U.S. tax advisory capability.   For more information about Valerio and his practice, visit: https://oln-law.com/our-people/valerio-scimemi/.   Contact: [email protected]   About Oldham, Li & Nie: Oldham, Li & Nie is a highly awarded full-service Hong Kong law firm whose commitment to professional excellence has been the cornerstone since its establishment in 1987.   The firm currently has over 45 lawyers, with specialists in corporate and commercial law, dispute resolution, employment, family, intellectual property, private client and tax law.   For more information about Oldham, Li & Nie, please visit  https://oln-law.com/.

Hong Kong Exchanges and Clearing Limited (HKEX) published in December 2025 its annual review of listed issuers’ reports for the financial year ended 2024. Together with the review, HKEX updated its Guide on Preparation of Annual Reports setting out recommended disclosure practices for future annual reports. HKEX also launched its AI-powered annual report explorer platform to assist issuers in preparing annual reports. The new platform enables the public to view disclosure made by different issuers on particular listing rules through searches by key words or rules, provides a digitalised version of the guide, and covers findings and recommendations. Disclosure rules with the lowest compliance rate Issuers continued to achieve a high rate of compliance at 99%, representing an increase of 1% compared with last year. That said, ten disclosure rules recorded lower compliance levels, with rates between 81% and 92%. Of these, five relate to share schemes: (1) vesting period of options granted under the share scheme; (2) shares available for issue under share award scheme (number and percentage) as at the date of annual report; (3) number of awards available for grant under scheme mandate and service provider sublimit (if applicable) at beginning and end of the year; (4) shares available for issue under share option scheme (number and percentage) as at the date of annual report; and (5) number of options available for grant under scheme mandate and service provider sublimit (if applicable) at beginning and end of the year. The other five relate to: (1) confirmation of newly appointed directors’ understanding on their obligations and the date of receiving relevant legal advice; (2) breakdown of actual use of proceeds brought forward from previous years; (3) whether performance guarantee was met; (4) number and percentage of shares held in significant investment; and (5) intended use of treasury shares. Management discussion and analysis Issuers’ disclosure practices have generally improved, with most newly listed issuers keeping disclosure standards largely aligned with their prospectuses. Nonetheless, further enhancements remain necessary in the following areas: Boilerplate and generic languages were still observed. Certain issuers presented financial figures without adequately identifying or discussing the key drivers behind the results. Year‑on‑year changes in performance indicators or industry‑specific metrics were insufficiently explained. Some annual reports lacked clarity on management’s assessment of market and internal factors or strategies in response. Disclosure not sufficiently coherent or integrated across different sections or with other reports. For example, some issuers, in their management discussion and analysis (MD&A), noted regulatory changes and risk factors but did not elaborate on how these developments might affect financial performance and prospects. Failure to maintain consistency year-on-year in terms of information coverage and detail. Certain issuers discontinued to disclose performance indicators without explanation, while some others did not follow up on previously disclosed matters or failed to evaluate current‑year performance against that of the prior year. Disclosure over-emphasised on positive aspects while downplaying or disregarding challenges and risks. Securities investments A number of issuers engaged in frequent or sizable securities trading and financial investments outside of their principal businesses. However, disclosures relating to such investments were often limited, relying on generic descriptions such as “significant investments” or “prudent/long‑term investment strategy” without sufficient detail. HKEX strongly encourages issuers to improve disclosures by providing the following information: Investment portfolio, including investment size and types, investment strategies, investment period, source of funding, fair value, performance and (for fund investments) underlying assets, fund strategies and identity and credentials of the fund managers; Investment policy and objectives, including scope of investments, particulars of permissible and prohibited investments, and explanation on whether and how the investment strategy aligns with the issuer’s corporate strategy and principal businesses; Risk management and control measures, such as defined risk limits, specific metrics used to measure the risk, counterparty risk, and liquidity management mechanisms; and Approval and oversight mechanisms, including the roles and authority of the board or designed personnels/ committees (e.g. investment committee) in approving, monitoring and reviewing investments. Hong Kong Financial Reporting Standard 18 The new Hong Kong Financial Reporting Standard 18 (HKFRS 18) “Presentation and Disclosure in Financial Statements” will replace the existing Hong Kong Accounting Standard (HKAS) 1 “Presentation of Financial Statements”, and take effect for annual reporting periods beginning on or after 1 January 2027. Such transformation requires retrospective application, and therefore HKEX urges issuers (particularly with a December financial year-end) to take proactive planning and actions in 2026 for ensuring a smooth transition to HKFRS 18. It is because preparing for HKFRS 18 extends beyond a purely accounting exercise. The change is expected to affect issuers’ IT systems and internal controls over financial reporting (e.g. capturing financial data from subsidiaries to support the new presentation) and business activities (e.g. loan covenants). It also provides an opportunity to refine performance communication with investors and build a better connectivity between financial statements and MD&A. Auditors’ modified opinions The review noted that 94% of issuers published financial statements accompanied by unmodified audit opinion, while 164 issuers received a modified audit opinion (i.e. qualified opinion, adverse opinion or disclaimer of opinion). Going concern uncertainty remains the most common audit modification category. Other circumstances include valuation/genuineness of investments, valuation of other assets (e.g. goodwill, plant, inventories), recoverability of loans and receivables, limited access to accounting records and provision of liabilities. Starting 2025, HKEX requires these issuers to publish quarterly progress updates on the implementation of remedial proposals. The audit committee is expected to critically consider management’s proposals and assumptions adopted, act as a bridge between management and auditors in resolving disagreement, and explain its views on the appropriateness of the issuer’s going concern basis. Rossana Chu is a partner at YYC Legal LLP [email protected]

Oldham, Li & Nie (OLN), a leading independent Hong Kong law firm, is pleased to announce the launch of a dedicated U.S. Tax Advisory Practice. This new practice expands the firm's ability to assist Hong Kong clients with U.S. federal and California tax and legal matters, as well as business and corporate issues involving U.S. interests. The practice is designed to support U.S. expatriates, multinational businesses, and investors with U.S. connections. Leading this new chapter is Joshua Maxwell, who joins OLN as a Registered Foreign Lawyer (California, USA). Joshua brings extensive experience in tax advisory work, along with a practical and client-focused approach. Mr. Maxwell said “I am excited to join OLN and lead the new U.S. Tax Advisory Practice. This initiative will integrate seamlessly with the OLN’s existing teams and enhance the value delivered to the firm’s clients with U.S. tax and business interests. Our aim is to offer expert guidance on both U.S. federal and California tax, business, and legal matters, ensuring that our clients feel confident and well-supported. I am looking forward to collaborating with the talented team at OLN and contributing to the firm's continued growth and success". This launch marks an important milestone in Oldham, Li & Nie's journey to expand its international service platform, building on its established Chinese, French, and Japanese practices. For more information about the OLN’s U.S. Tax Advisory Practice, visit: https://oln-law.com/practice-areas/us-tax-advisory-services/. Contact: [email protected] About Oldham, Li & Nie: Oldham, Li & Nie is a highly awarded full-service Hong Kong law firm whose commitment to professional excellence has been the cornerstone since its establishment in 1987. The firm currently has over 45 lawyers, with specialists in corporate and commercial law, dispute resolution, employment, family, intellectual property, private client and tax law. For more information about Oldham, Li & Nie, please visit  https://oln-law.com/.

Trials are not won in the courtroom — they are won in the months of relentless, painstaking preparation that precede them, of which the trial itself is merely the final, public validation. There is a pervasive and theatrical myth surrounding the art of litigation. It paints the courtroom as a stage upon which charismatic barristers, with flourishes of rhetoric and last-minute revelations, snatch victory from the jaws of defeat. This is a fiction. As a litigator who has navigated the unforgiving currents of Hong Kong’s courts for over two decades, particularly in the complex arena of trust and estate disputes, I can assert with absolute conviction that trials are not won in the courtroom. They are won in the months, sometimes years, of relentless, painstaking, and often unglamorous preparation that precedes them. The trial itself is merely the final, public validation of that unseen war.   To view litigation as a performance is to fundamentally misunderstand its nature. It is not a sprint to a dramatic conclusion; it is a war of attrition, fought in the trenches of discovery, witness preparation, and procedural compliance. In trust and estate litigation, where the primary witness — the testator — is by definition unavailable, this preparation becomes even more critical. A failure in this preparatory phase is not a mere setback; it is a catastrophic structural flaw that can cause the most righteous of cases to collapse. Conversely, a mastery of this discipline can dismantle a seemingly unassailable opponent, piece by methodical piece.   In the post-Civil Justice Reform (CJR) era, the Hong Kong judiciary’s patience for unpreparedness has worn thin. The system is designed to facilitate the just, cost-effective, and efficient resolution of disputes, placing a heavy burden on parties to actively manage their cases. Our approach is built on a single principle: that an aggressive and decisive litigation strategy is the inevitable result of uncompromising preparation. This is a discipline we demand not only of ourselves but of our clients, who are indispensable partners in the complex gambit of litigation.   The mirage of the meritorious case One of the most dangerous beliefs a litigant can hold is that the inherent “rightness” of their case will guarantee success. In probate disputes, where emotions run high and family history is long, "merit" is often subjective. A factually strong case is an asset, but it is only the raw material of victory. The rules of evidence and the logic of civil procedure are the furnace in which that raw material is tested.   The court is not an omniscient arbiter of truth; it is a forum where a conclusion is reached based on the evidence properly put before it. A crucial document never discovered, a key witness never called, or a vital point never put to an opponent in cross-examination are not minor oversights. They are black holes in the fabric of a case.   The Hong Kong courts frequently signal their intolerance for procedural laxity through “unless orders” — draconian directions that carry automatic sanctions, such as striking out a claim, for non-compliance. A salient illustration is Chan Chung Sing v Chan Andy Yuan & Anor [2024] HKCFI 536. Here, a plaintiff’s action was jeopardised by a failure to adhere to such an order. While the court ultimately granted relief, the case teetered on the brink of dismissal. The lesson is stark: procedural discipline is the very framework that allows the merits to be heard.   Deconstructing defeat: the anatomy of a preparation failure When a case fails, the post-mortem rarely reveals a single blunder. Instead, one typically finds a series of smaller, interconnected failures in preparation. In the context of trust and estate litigation, these failures often manifest in three crucial domains.   The uncalled witness and the echo of adverse inference A trial is a narrative, and witnesses are its narrators. In estate disputes, the decision of whom to call is critical. Failing to call a witness who would be expected to have material evidence — such as a long-serving family solicitor or a close confidant of the deceased — is an open invitation for the court to draw an “adverse inference.” This is a judicial conclusion that the witness’s evidence would likely have been unhelpful or damaging to the party who failed to call them.   While the adverse inference principle is well-established in commercial cases like Ahuja Investments Ltd v Victorygame Ltd [2021] EWHC 2382 (Ch), its application is particularly potent in probate litigation. For instance, in disputes over a deceased's intentions or the validity of a will, the failure to call a witness who was present during the will's execution or who managed the deceased's affairs can be fatal. The court may infer that their testimony would have undermined the claim of testamentary capacity or supported an allegation of undue influence.   The treacherous sands of memory In estate litigation, the events in question often took place years or even decades ago. This makes the landmark judgment of Mr Justice Leggatt (now Lord Leggatt) in Gestmin SGPS SA v Credit Suisse (UK) Ltd [2013] EWHC 3560 (Comm) essential reading. He highlighted the fallibility of human memory, noting that the process of litigation itself subjects memories to powerful biases and "interference." “The process of civil litigation itself subjects the memories of witnesses to powerful biases. The witness is asked to make a statement, often (as in the present case) when a long time has already elapsed since the relevant events. The statement is a collaborative effort with the lawyers who are themselves concerned with winning the case for their client… Considerable interference with memory is also introduced in civil litigation by the procedure of preparing for trial.”   His conclusion — that judges should place little reliance on witness recollections and instead focus on contemporaneous documentary evidence — has profound implications for trust and estate disputes. In cases where the testator is gone, the "paper trail" — medical records, bank statements, and correspondence — becomes the most reliable evidence of their true intentions. Discovery is not a chore; it is the central, case-defining exercise. A client’s duty is to unearth every relevant record. Incomplete disclosure is an act of self-sabotage, leaving a witness exposed when confronted with a document that contradicts a rehearsed but flawed recollection.   The silence that condemns: a failure in cross-examination Cross-examination is a disciplined process governed by the "rule of fairness" in Browne v Dunn (1893) 6 R 67 (HL). If you intend to submit that a witness’s evidence is untrue, you must first put that contention to them during cross-examination, giving them an opportunity to respond.   The Hong Kong Court of Appeal in HKSAR v Chan Hing Kai [2019] HKCA 172 demonstrated the gravity of failing this rule. While a criminal case, the principle is equally potent in civil litigation, including probate. If you challenge a medical expert’s opinion on testamentary capacity but fail to put your core factual challenges to them during cross-examination, you may forfeit your right to challenge their narrative in closing submissions. Negligent preparation of cross-examination can render even the strongest challenge ineffective.   The client as co-strategist: a non-negotiable partnership Modern, high-stakes litigation requires a deep and continuous partnership. The client is not a passive spectator; they are the co-strategist and the keeper of the institutional or family memory.   In trust and estate disputes, this partnership is vital. It requires frank conversations about family dynamics and the strengths of a case. It means committing resources to the discovery process and making key individuals available for intensive preparation — not to coach evidence, but to test recollections against the documentary record. A client who resists this process or treats preparation as a distraction is actively undermining their own prospects.   We see our role as litigation counsel in the truest sense, guiding clients through the strategic minefield of preparation. This collaborative, disciplined approach is the only way to build a case resilient enough to withstand the intense pressure of a trial.   Victory in litigation is not a moment of inspiration; it is the culmination of a thousand disciplined actions. It is a testament to a strategy meticulously planned, evidence rigorously tested, and a partnership committed to the unforgiving art of preparation.