How to utilize Hong Kong for Investment into China (Dated 18 February 2022)

These days, we often receive an inquiry from global business leaders: “what will happen to Greater China economy, when the China-US tension eases}. As geopolitics depend on various competing factors involving state actors, it is not possible to predict what will happen in the region in 2-to-3-year time.  Having mentioned this, in this article, while shying away from political sentiments and views, purely based on facts on the ground, we strive to analyze the prospect of the Greater China economy. Thereafter, based on the aforementioned analysis, we will introduce how to utilize Hong Kong as the best venue to conduct business for foreign enterprises in Greater China, and how to manage risks. 

The current situation in the Greater China and Hong Kong as follows: 

  • Greater China is the second largest economy in the world (although data to calculate GDP should be verified due to vastness of geography), and despite the economic deterioration, the economy is growing. 
  • Real estate bubble has burst, but the economy in the main cities have thrived and enough room for the central government to implement Common Prosperity in order to flat the disparity between the rich and poor (wealth distribution).   
  • Particularly, following US silicon valley, in Shenzhen has developed as a hub for AI and IOT technologies which attract investment activities, and it is expected to grow. However, a lot of western countries may not have access to the Shenzhen market.   
  • Fundamentally, China is based on the socialistic political system, although the measure of government depends on the elites in power. Such system is different from the Western Democratic system.  Due to the differing political ideologies, there are diplomatic tension between the Western countries and Japan.  In terms of relations with Taiwan, as of this stage, there are no specific policy which has been implemented. 

Hong Kong

  • The so-called Democratic movement has commenced in 2014, and the democratic movement has become active in 2019. Given the democratic movement was said to be influenced by foreign forces, the National Security Law was enacted which policed criminal acts involving incitement. Adding the spread of COVID and Omicron, the democratic movement has been placated.  
  • Based on the Joint Declaration entered with the United Kingdom under which “one country, two systems” is supposed to last until 2047, the political policies have been assessed. Many Hong Kong residents have moved to North America, United Kingdom, Europe, Japan or Taiwan just like the time back in 1997.  
  • Western Countries like Google may move out of Hong Kong or reduce the operation in Hong Kong, but many of the international financial institutions continue to station in Hong Kong, which supports the investment activities involving foreign investors from around the world. In addition, as contrary to Google and other IT related companies’ policies, the investment into Hong Kong based data center is increasing.  


This article does not take position on either way.  Based on the neutral view, the analytical result is as follows:

Based on purely on the trend infused by the international relations and feeling or sentiment affected by global social media, turning back on the second largest economy could be a questionable business strategies. 

Shenzhen being the hub for AI and IOT has been influenced by Silicon valley and Japanese technologies. However, to make the technologies on their own, the local custom and/or human resources have contributed the growth of such industry.  

The National Security Law is managed in the socialist national system, but the incitement or treason can be found in the criminal law in other countries.  Also, the judiciary and executive branches are categorically different.  However, the fact that there are no blessings from the Western countries, careful explanation in order to have common understanding may be needed. 

In early 1990’s, Hong Kong people and businesses have relocated to other countries ahead of 1997 HK Handover from the UK.  The current “exodus” follows the similar pattern. In the case of 1997 exodus, after the SARS crisis in 2003, around 2005, a lot of Hong Kong people returned and many businesses and talents returned to Hong Kong, which fueled the growth of Hong Kong economy.  If there are cycles for Hong Kong economy, statistically, 2019 could be the bust of the cycle, and economic growth may be expected in due course.  Once the international political tension or perception eases, people will return to Hong Kong, as the international finance city. 

There are people who believes such geopolitical risk a business chance.  The prominent US investor and found of hedge fund Bridge Water Associates, Mr. Ray Dalio has recently injected additional capital into Alibaba group.  Now may be the time to get closer to the Chinese business people who can return the investment in due course.  https://www.bloomberg.com/news/articles/2022-01-25/dalio-says-u-s-divisions-pose-risk-for-2024-election-upheaval

However, for ordinary investors and business people, geopolitical risks cannot be controlled. As such, we need to have a plan B when making business decisions in relations to China. To risk manage, Hong Kong is the ideal place as the gateway to China. In addition, utilization of offshore entity such as BVI, Cayman, Seychelles and Singapore) could be beneficial in case the situation in Hong Kong abrupt and drastic changes.  Such offshore entity can be registered as a foreign entity in Hong Kong, and bank account can be opened in Hong Kong.  But at the same time, such company should have a secondary bank account outside of Hong Kong, and funds should be periodically pooled in such third country’s bank account.   

We sincerely hope that the geopolitical tension eases soon.  For use of Hong Kong or offshore entities, please consult Visence Professional Services.

Hong Kong Company Chop

Here are the images of companies chops used in Hong Kong.

Whilst there are various ways to call them, 1 is called “Round Chop”, 2 is called “Square Chop”, and 3 is called “Common Seal”.

Legal Requirements

First, the Hong Kong Companies Ordinance does not require Round Chop and Square Chop, and a company can now choose to use the Common Seal after the 2014 Amendment to the Companies Ordinance. However, it is needed as a business practice in Hong Kong, so it is needed after all.

It is necessary for the board of directors to approve the seal as a company. Normally, approval is given by First Board Resolution when the corporation is established.

Use of Chops

Round Chop is mainly a seal which is stamped when there is a delivery. You may also be asked to seal your seal when submitting to a government agency. Some companies stamp invoices and receipts, but this is not a legal requirement.

Looking at the letters engraved on the Square Chop,

For and on behalf of Visence Professional Services Limited (corporate name)

 —————————————————————————-

                                                     Authorized Signator(ies) 

The person who has the authority to sign the corporation signs on the dotted line (—–). Therefore, Square Chop is often used for contracts. However, as mentioned above, it is required by Hong Kong business practices, not legal requirements, so if the contractor asks you to seal the Square Chop, we will do so. Under the Hong Kong Companies Act, if you write “For and on behalf of (corporate name)” and sign it, the representative of the corporation will be signing and you will be able to conclude a contract as a corporation. So be careful.

The Common Seal is required to issue a special deed called Deed. The company name is engraved on the inside of the iron tool, and it is printed by tightening the gold / red sticker and paper. By issuing a Deed, it is possible to maintain not only the rights of the contracting parties but also the contingency (I will explain at another time).

Suppliers

When the corporation is established, I ask a printing shop to create a green box, but it is inside the green box. If you need it, you can buy it at Ma Wah Lane in Sheung Wan.

Banks and financial institutions

For security reasons, some corporations may register a company chop (Square Chop) and a signature to prevent deposits and withdrawals without two requirements. However, if you have not registered, Company Chop is not required for banking transactions. However, please note that even in financial transactions, a company chop is required for pension (MPF) related notification forms.

What is a Company Secretary?

In common-law corporate settings, in addition to shareholders and directors, there is a position called Company Secretary. Although the Company Secretary is not directly involved in management decisions, it is a core position that oversees back office operations in company management.

The general duties of a company secretary are:

  • Convening, holding, and proceeding with the Board of Directors (Board of Directors) or the General Meeting of Shareholders (Council)
  • Preparation and management of minutes and approval documents
  • Contact work with external experts regarding the creation and submission of registries
  • Accounting book preparation Contact work with accounting auditors, preparation and submission of tax documents Contact work with tax accountant
  • Creating a company manual
  • Compliance support (including anti-maneron and identity verification work)
  • Management of various legal documents
  • Providing meeting arrangements and interpreting services to management as needed
  • Other operations required by management in company management ・

The advantage is that the company secretary can supervises the clerical work, shareholders and directors can focus on essential part of the company management. In fact, appointing a company secretary may be statutory requirement in some jurisdictions. Due to the complexity that it requires, Company Secretaries tend to be lawyers and accounting professionals.