Sit, Fung, Kwong & Shum (“SFKS”) is pleased to announce that after some 44 years as SFKS’s managing and senior partner, Peter Sit will step down from that position on 31 December 2025. He will be succeeded by Roy Leung, Simon Siu and Joseph Wong as SFKS’s new Senior Partners, with Roy Leung also appointed as SFKS’s new Managing Partner, effective from 1 January 2026.
Roy Leung joined SFKS in 2005, and has developed a strong practice in dispute resolutions, with significant experiences in complex civil and commercial litigations and arbitrations, cross-border disputes, insolvency and restructuring, contentious probate actions, white-collar crimes as well as regulatory and enforcement matters. Roy has been shortlisted as a finalist of the Dispute Resolution Lawyer of the Year 2025 by Asian Legal Business. Roy is a China-Appointed Attesting Officer, the first-batch Greater Bay Area Lawyer, and a Panel Arbitrator appointed by the Hainan International Arbitration Court, etc. Roy serves multi-national enterprises on advisory work, as well as private clients on a wide spectrum of legal matters including family issues, trusts and succession planning. Roy is a frequent speaker for the Law Society, professional bodies, banks and corporate clients.
Simon Siu joined SFKS in 2000, where he has developed a versatile practice encompassing corporate and commercial matters, complex civil and commercial litigations as well as regulatory and compliance cases. Simon has extensive experiences in listed company transactions, mergers and acquisitions, takeovers, group reorganization and joint ventures. He also acted and advised in commercial disputes, regulatory investigations and enforcement proceedings. Simon is also a China-Appointed Attesting Officer and a Greater Bay Area Lawyer specializing in China-related legal matters. He also serves as the honorary legal advisor for various charitable organizations and as independent non-executive director for several listed companies in Hong Kong.
Joseph Wong joined SFKS in 1994 as a trainee solicitor, and has maintained a leading corporate and commercial practice and China practice, with ample experience in initial public offerings, secondary issues, mergers and acquisitions, corporate and capital reorganizations, compliance, corporate governance and complex transactions, including PRC-related commercial transactions. Joseph is a Notary Public and a Greater Bay Area Lawyer.
Roy, Simon and Joseph will be assisted by three other partners Sidney Ho, Jenny Wong and Mathew Liu in the management and operation of SFKS as from 1 January 2026.
The above promotion and changes signifies a historical moment for SFKS. It witnesses a stable and well-planned transition of the first-generation management of SFKS from Peter to a younger and more energetic new management. These experienced lawyers are well versed with the culture of SFKS, they will bring SFKS forward to a higher level while upkeeping the solemn pledges to serve clients respectfully, to apply law professionally, and to render work effectively.
Peter Sit, in his new capacity as the non-equity Founding Partner, shall continue to unwaveringly support SFKS, serve his own clients and help develop SFKS’s comprehensive legal practice.
Margaret Choi, another partner of SFKS, will continue to oversee SFKS’s vibrant real estate practice.
We are pleased to announce that our trainee solicitors were admitted by the High Court as solicitors of the HKSAR. This is truly a commemorative moment, and we extend our heartfelt congratulations to all of them.
Chun Ip Lam was admitted as a solicitor on 6 December 2025, and the application was moved by our Senior Partner, Mr Peter Sit. Chun Ip is Mr Sit’s nineteenth trainee solicitor/articled clerk throughout Mr Sit’s over 40 years of practice. Chun Ip will be staying with our dispute resolution team.
Christine Chan, Chloe Fan and Andes Leung were admitted as solicitors on 25 October 2025. Their applications were moved by our Partners, Sidney Ho, Jenny Wong and Mathew Liu, respectively, and they will be staying with our real estate, dispute resolution, and corporate and commercial teams.
We take pride in their achievements and look forward to their ongoing contributions to the firm and our clients.
For a brief introduction to Chun Ip, Christine, Chloe and Andes, please see below:
• Chun Ip handles civil litigation cases across a broad spectrum of matters, including general commercial or corporate disputes, competition, and winding-up proceedings. In addition, Chun Ip advises clients on regulatory matters, including investigations by the SFC. Chun Ip graduated from CUHK with an LLB (First Class Honours) and PCLL (Dean’s Letter of Distinction). He also earned an LLM from LSE specialising in competition, innovation and trade law.
• Christine specializes in conveyancing and property transactions, with expertise in acting for major developers and handling sale and purchase of First-hand residential properties. She also handles real estate acquisitions and disposals, property financing and mortgage, and tenancy matters. Christine graduated from HKU with Bachelor of Social Sciences (First Class Honours), and completed her JD (with Scholarship) and PCLL at CUHK.
• Chloe focuses on commercial litigation and dispute resolution, with particular experience in handling shareholders’ disputes, enforcement of Mainland judgments, and matrimonial proceedings. She also advises on general contractual, corporate, and insolvency-related disputes. Chloe graduated from The Chinese University of Hong Kong with a Bachelor of Laws (First Class Honours), and completed her Postgraduate Certificate in Laws (PCLL) at CUHK (Dean’s Letter of Distinction).
• Andes concentrates on commercial transactions and regulatory compliance, with substantial involvements in corporate finance, mergers and acquisitions, as well as general offers and other corporate matters. He also supports clients on insolvency-related and family trust matters. Andes holds a Bachelor of Business Administration (Law) and a Bachelor of Laws (First Class Honours) from the University of Hong Kong, and completed his Postgraduate Certificate in Laws (PCLL) at HKU with Overall Distinction.
We advised a high-net-worth client on a succession plan arrangement of a core family business by way of establishing a special purpose trust for transferring the majority interest of the family business to its second-generation successor and for the maintenance of other family members via another family trust.
The subject family business is in a leading role in its industry in Hong Kong and globally. This innovative arrangement was meticulously designed by our team for the client to facilitate a smooth and harmonious transition of interest in the core family business and provide a stable and healthy base for further development of the business under the control and leadership of the successor. In this particular scheme and transition, the successor shall commit to shouldering part of the responsibilities on the maintenance and support of other family members in the future, involving a substantial and long-term undertaking exceeding hundreds of million Hong Kong dollars. The arrangement required a thorough analysis of the trust proposal and financial obligations to ensure compliance with legal requirements and enforceability of the agreed terms. In cooperation and coordination with the financial adviser of the client and the team of the professional trustee, we played a pivotal role in this trust scheme to deliver a sustainable and long-term solution to client’s succession plan. To complete this wealth succession project, we advised the client and made a bespoke will covering other particular assets and residuary estate for other family members and next generation. In recent years, the general public become aware of the benefit of Enduring Power of Attorney which allows the appointed attorney to act on and make decisions on behalf of the donor when the latter becomes mentally incapable. In order to take care of any situation that client might be unable to deal with his financial affairs due to his lack of mental capacity, we advised and created an Enduring Power of Attorney for the client as a precautionary measure.
This project underscores the rising demand from high-net-worth individuals and their families for sophisticated family trust structures capable of accommodating complex financial arrangements on business and wealth succession while preserving family harmony. We combine our expertise in trust law, family governance, and succession planning to provide practical, bespoke, and solution-oriented advice. We are delighted to have assisted in the creation of a framework that not only secures the succession of client’s wealth but also embodies their values of responsibility, unity, and care for next generation.
This case was led by our Partner Mr. Roy Leung, assisted by our Senior Associate Mr. Trevor Lee, and Paralegal Mr. Andes Leung.
The financial landscape of Hong Kong is undergoing a major transformation with the impending launch of the Uncertificated Securities Market (USM) Regime, expected in early 2026. This initiative, driven by the Securities and Futures Commission (SFC) and Hong Kong Exchanges and Clearing Limited (HKEX), represents a pivotal shift from the traditional paper-based system to a modern, electronic framework for holding and transferring listed securities. For listed companies in Hong Kong, understanding the legal and operational implications of this regime is crucial for a smooth transition and compliance. This material highlights the key features of the regime, as well as action points for listed companies and implications for investors.
The USM regime is established through a comprehensive legal framework. The foundation is the Securities and Futures and Companies Legislation (Amendment) Ordinance 2021, which introduced necessary changes to the Securities and Futures Ordinance (SFO), the Companies Ordinance (CO), and the Stamp Duty Ordinance (SDO). This primary legislation provides the legal basis for the uncertificated system and the new regulatory regime for approved securities registrars.
Supporting this are two key pieces of subsidiary legislation: the Securities and Futures (Uncertificated Securities Market) Rules (Cap. 571AS) (USM Rules), governing the operational and procedural aspects of the USM environment, and the Securities and Futures (Approved Securities Registrars) Rules (Cap. 571AT) (ASR Rules), which formalize the approval and regulation of persons providing securities registrar services.
For HKEX-issuers, the HKEX has published Listing Rule amendments to facilitate the implementation of the USM regime, which apply to both HKEX-listed issuers and HKEX-listing applicants.
The core objective of the USM is to provide an efficient and secure means for investors to hold legal title to their Hong Kong-listed securities in their own names, electronically, eliminating the need for physical share certificates: Summary of Features of USM.
The introduction of the USI profile is a key change, allowing investors to hold legal title directly. While USI-held securities must still be deposited into CCASS for trading on HKEX, the process will be faster and more convenient than the current paper-based system, encouraging greater investor participation and shareholders’ transparency.
The USM regime applies to "prescribed securities" including listed shares, depositary receipts, SFC-authorised funds where the units are withdrawable from CCASS (e.g. REITs), subscription warrants and rights under a rights issue. The transition is phased, with mandatory participation for Key Jurisdiction Issuers (KJIs)—listed companies incorporated in Hong Kong, Mainland China, Bermuda, and the Cayman Islands.
KJIs must set a USM participation date, which cannot be later than a specified deadline falling within a five-year period from the USM implementation date (expected early 2026 to 2031). HKEX will determine the specific deadline for USM participation for each HKEX-listed company considering factors such as the size of the HKEX-listed company, the number of title instruments in circulation, any forthcoming corporate actions and whether amendments are required to its terms of issue or constitutional documents. Issuers incorporated in other jurisdictions may participate voluntarily, provided their local laws permit. The transition for existing prescribed securities will occur in batches between 2026 and early 2031.
The transition requires proactive and timely steps from listed companies, particularly KJIs. See a table outlining the Critical Actions and Expected Timelines for Listed Companies.
The requirement to appoint an ASR by the USM Implementation Date applies to all issuers of prescribed securities, regardless of whether their securities have become participating securities under the USM. This is an immediate and critical step, as any gap in ASR appointment could lead to a suspension of securities trading on HKEX. Issuers shall update internal processes to handle new compliance obligations under the USM regime, and have parallel systems in place to accommodate both certificated and uncertificated securities.
For new applicants seeking a listing after the USM Implementation Date, the requirements are even more immediate. They must appoint an ASR and amend their constitutional documents prior to their date of listing. Furthermore, they must provide information on their USM participation in their listing document.
The USM regime introduces significant changes for investors, primarily offering a new choice in how they hold their securities.
Holding Options:
1 Through Intermediaries (CCASS Nominee): This remains the default and most common option for trading, where securities are held in the name of HKSCC Nominees to facilitate trading on HKEX. This is convenient for trading but means the investor holds a beneficial, not legal, title.
2 Directly in Own Name (USI Facility): Investors can opt to hold legal title in their own name via a digital Uncertificated Securities Investor (USI) profile set up with the ASR, and manage their securities electronically online using the platform operated by the ASR. This is not mandatory and investors can still keep their securities already issued in certificated form. If an investor holds multiple participating securities, and the issuers of such securities have appointed different ASRs, the investor will need to set up multiple USI accounts with these different ASRs.
Key Investor Benefits:
• Enhanced Security: Eliminates the risk of loss, theft, or forgery associated with physical share certificates.
• Faster Processing: The manual and time-consuming process of transferring paper-based shares (which can take around 10 business days) is replaced by electronic transfer, significantly speeding up settlement.
• Direct Shareholder Rights: Holding securities via a USI Facility set up with the ASR allows investors to enjoy full shareholder rights directly, including receiving corporate communications from issuers, initiating or affirming transfer instructions and submitting instructions in respect of certain corporate actions electronically and directly without relying on intermediaries.
Phasing out Existing Paper Certificates: Investors holding physical share certificates are not mandated to dematerialize existing securities (i.e. convert them to uncertificated form) except in certain specific circumstances. However, from its USM participation date, an issuer can only issue new securities in uncertificated form (e.g. on a rights issue or scrip dividend) and cannot issue physical title instruments in respect of existing securities (e.g. upon a transfer). This means request for replacement due to loss or damage of physical title instruments, and transfers and issuances of securities, after the issuer’s participation in USM will result in uncertificated securities. In addition, existing securities held in CCASS in the name of HKSCC Nominees will all be dematerialized, and uncertificated securities cannot be rematerialized except in limited situations such as delistings. If investors want to dematerialize their existing securities, they need to set up a USI Facility, and deposit their physical certificates, with the relevant ASR to convert them into uncertificated form.
A significant benefit of the USM regime is the potential for enhanced ownership transparency. As more investors hold securities in their own names, issuers will gain a clearer picture of their shareholder base, facilitating more direct engagement and communication. This improved transparency is particularly relevant for corporate actions like takeovers and privatisations, as it may reduce the reliance on the complex and time-consuming ownership investigation procedure empowered to a listed issuer under section 329 of the SFO (which involves sending a set of notices tracing ownership from brokers through to the ultimate beneficial owners), leading to more efficient transaction processes.
The Uncertificated Securities Market Regime is a major step in modernising Hong Kong's securities market infrastructure, aligning it with international best practices. While the transition presents legal and operational challenges for listed companies, particularly the KJIs, the long-term benefits of increased efficiency, reduced risk, and enhanced investor engagement are substantial. Legal advisers can guide their clients through the necessary constitutional amendments, ASR appointments, and operational adjustments to ensure full compliance and readiness for the paperless future of Hong Kong's capital markets. The time for listed companies to act is now, engaging with their securities registrars and legal advisors to map out a clear and timely transition plan.
Disclaimer : This material is provided for general information only. It does not constitute legal or other professional advice nor constitute any lawyer-client relationship between Sit, Fung, Kwong & Shum and any user or browser. No liabilities are assumed arising from any reliance of information in this material.
