Rajah & Tann Asia | Singapore Law Firm - legal services across Asia

Your Snapshot of Key Legal Developments in Asia

Issue 3 - Jul/Aug/Sep 2023

COVER STORY

CAMBODIA

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Notification on Request for Foreign Employee Quota for 2024

On 30 August 2023, the Ministry of Labour and Vocational Training ("MLVT") issued Notification No. 024/23 informing owners or directors of enterprises or establishments that are employing foreign employees for 2024 to apply for foreign employee quota approval from 1 September 2023 to 30 November 2023. Such applications can be conducted via www.fwcms.mlvt.gov.kh.

Employers intending to employ foreign employees are reminded that engaging foreign employees without MLVT's approval may result in a fine of 61 to 90 days of base daily wage or imprisonment of six days to one month in accordance with Article 369 of the Labour Law.

For more information, click here to read our Legal Update.

New Regulations on FinTech Regulatory Sandbox in Non-Banking Financial Services Sector

In line with the vision of the Royal Government of Cambodia to innovate financial technology ("FinTech") in Cambodia's non-banking financial services industry, the Non-Banking Financial Services Authority ("NBFSA") issued Prakas No. 037 on FinTech Regulatory Sandbox in Non-Banking Financial Services Sector dated 4 August 2023 ("Prakas"). The Prakas aims to introduce and manage a sandbox environment for FinTech in sectors regulated under NBFSA to test out new products. Regulators currently supervised by NBFSA are required to issue guidelines setting out details in which companies can partake in testing out their FinTech products in the sandbox environment.

In line with the Prakas, on 7 August 2023, the Securities and Exchange Regulator of Cambodia issued Guideline No. 009/23 on the Regulatory Sandbox in Securities Sector ("Guideline"). The Guideline replaces the earlier Guideline No. 001/22.

Under the Prakas and the Guideline, "FinTech Regulatory Sandbox" ("FRS") refers to an environment that allows a company to experiment its new Financial Product and Services ("FPS") with actual customers within a well-defined space and under limited duration, before the official launch and circulation of the product on a larger scale.

In a nutshell, the Prakas imposes obligations on the regulators under the supervision of NBFSA to develop guidelines for an FRS. It also sets out the conditions and requirements for applicants who wish to participate in the FRS. Applicants must be companies duly registered with the Ministry of Commerce in Cambodia.

The Guideline sets out, among others, (i) the formalities and procedures in applying to participate in an FRS in the securities sector; (ii) the evaluation criteria regarding the testing of FPS in a sandbox environment; (iii) the obligations of applicants in various stages of the experiment; and (iv) the disclosure requirements.

For more information, click here to read our Legal Update.

Prakas on the Issuance of Fund Units of Collective Investment Scheme

On 20 July 2023, the Non-Banking Financial Services Authority issued Prakas No. 035 on the Issuance of Fund Units of Collective Investment Scheme ("Prakas"). The Prakas is a long-awaited legal instrument under the purview of the Securities and Exchange Regulator of Cambodia to basically kick-off the collective investment scheme ("CIS") market in Cambodia. This development was preceded by the issuance of Prakas No. 003/18 on the Licensing and Management of Collective Investment Scheme Business on 29 May 2018, which governs the licensing of relevant CIS market players and operators.

The Prakas sets out the conditions, requirements, and procedure for the issuance of fund units of CIS, and the operation of such funds thereafter in order to ensure accountability and transparency under the applicable laws and regulations. The key features of the Prakas include the following:

Procedure for the Issuance of Fund Units of CIS;
Operation of CIS Funds;
Termination of Funds; and
Additional Requirements for Public Issuance of Fund Units of CIS.

For more information, click here to read our Legal Update.

Singapore and Cambodia to Collaborate on Creation of Financial Transparency Corridor to Support SMEs

On 11 July 2023, the Monetary Authority of Singapore ("MAS") and the National Bank of Cambodia announced that they have signed a Memorandum of Understanding to collaborate on a Financial Transparency Corridor ("FTC") initiative.

The FTC initiative aims to establish supporting digital infrastructures to facilitate trade and cross-border related financial services between small and medium-sized enterprises ("SMEs") in Singapore and Cambodia. Under the FTC, when a Singapore financial institution ("FI") is assessing financing support for a Singapore SME buyer's cross-border business with a Cambodian SME seller, the Singapore FI can utilise the FTC to acquire trusted information from a Cambodian FI on the Cambodian SME seller. Likewise, a Cambodian FI supporting a Cambodian seller can obtain trusted information on the Singapore buyer through the FTC.

This enhanced trusted information flow will assist SMEs in Singapore and Cambodia to access broader digital trade networks. An example is the Business Sans Border Proxtera global network, which is a digital platform that aims to facilitate cross border trade connectivity among emerging market SMEs. SMEs will thereby be able to access greater trade connectivity within ASEAN and other growth regions.

For more information, click here to read our Legal Update (page 13).

Cambodia's Law on Competition and Relevant Implementation Regulations

The Law on Competition was promulgated by virtue of the Royal Kram No. NS/RKM/1021/013 dated 5 October 2021 and came into force on 6 October 2021. Following the promulgation of the Law on Competition, the Royal Government of Cambodia issued Sub-Decree No. 37 ANKr.BK on the Organisation and Functioning of the Cambodia Competition Commission setting out the composition, duties, and functions of the Cambodia Competition Commission.

Subsequently, various regulations (collectively referred to as "Regulations") have been issued to facilitate the implementation of the Law on Competition, which touch on the areas of investigation and fines, interim measures, negotiated settlements, business combinations, and the relevant thresholds.

The Regulations are categorised as follows:

Investigations, Settlement, and Penalties
- Prakas No. 226 on Formalities and Procedures of Examination and Investigation under the Law on Competition
- Inter-Ministerial Prakas No. 168 on Fine for Persons Violating the Law on Competition
- Decision No. 084 on Formalities and Procedures for the Calculation of Pecuniary Fines for Offenses under the Law on Competition
- Inter-ministerial Prakas No. 041 on Procedure of Imposing Pecuniary Fines for Violation of the Law on Competition
- Prakas No. 079 on Formalities and Procedures for the Issuance of Interim Measure and/or Decision of the Cambodia Competition Commission
- Prakas No. 227 on Conditions and Procedures of Negotiated Settlement under the Law on Competition

Registration and Notification of Business Combinations
- Sub-Decree No. 60 ANKr.BK on Requirements and Procedures for Business Combination
- Decision No. 095 on the Pre-Merger Notification Thresholds for Business Combination
- Prakas No. 177 on the Requirements and Procedures for the Registration of Business Combinations Requiring Pre-Merger Notification
- Prakas No. 178 on Procedures for Post-Merger Notification for Business Combinations.

Others
- Decision No. 179 on the Formalities and Procedures for the Issuance of Advance Ruling Certificate
- Decision No. 180 on Delegation of Power of the Cambodia Competition Commission on the Implementation of the Sub-Decree on Requirements and Procedure for Business Combinations.

For more information, click here to read our Legal Update.

Sub-Decree on the Implementation of Law on Investment

On 26 June 2023, the Royal Government of Cambodia adopted Sub-Decree No. 139 ANKr.BK on the Implementation of Law on Investment ("Sub-Decree"), which aims to implement the provisions of the Law on Investment promulgated on 15 October 2021 ("Law on Investment").

The Sub-Decree applies to all qualified investment projects ("QIPs"), expanded QIPs (EQIPs), and guaranteed investment projects (GIPs) (collectively referred to as "Investment Projects") registered with the Council for the Development of Cambodia or the Provincial-Municipal Investment Sub-Committees. The key features of the Sub-Decree include the following:

Investment Projects Registration;
Reporting Obligations and Certificate of Compliance;
Investment Incentives;
After-care services for Investment Projects;
Acquisition, Sale, or Merger of Investment Projects; and
Nullification of Investment Projects.

For more information, click here to read our Legal Update.

CHINA

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China Issues Draft Regulation to Ease Cross-Border Data Transfer Burden

On 28 September 2023, the Cyberspace Administration of China ("CAC") released the Draft Regulation on Regulating and Facilitating Cross-Border Data Transfer (规范和促进数据跨境流动规定(征求意见稿), "Draft Regulation"), which was open for public comments until 15 October 2023. Although still in draft form, the Draft Regulation shows that the Chinese authorities intend to ease the compliance burden of companies in the People's Republic of China ("PRC") in terms of cross-border transfer of data from the PRC to other countries/regions. A summary of the key highlights in the Draft Regulation is listed below. Kindly note that the Draft Regulation has not been passed, and the final form may be different from the current draft.

Current Transferring Conditions and Thresholds for Safety Review

Under the current personal information ("PI") protection regime of the PRC, processors of PI ("PIP") are required to obtain separate consent from the PI subject for transferring the PI out of the PRC ("PI Export"), and satisfy one of the following conditions depending on the nature and scale of the PI to be transferred ("Transferring Conditions"):

passing the safety review organised by CAC;
obtaining PI protection certification conducted by professional institutions; or
concluding a contract with the overseas recipient in accordance with the standard contracts ("SCCs") formulated by CAC.

The following circumstances of PI Export shall be subject to the safety review organised by CAC, which involves the strictest requirements for PI Export:

transferring important data out of the PRC;
export of PI by operators of critical information infrastructure;
export of PI by PIP that process PI of over one million individuals; or
export of PI of more than 100,000 individuals, or sensitive PI of more than 10,000 individuals from 1 January of the preceding year.

Proposed Exemptions and Change of Thresholds

Under the Draft Regulation, PI exported under the following circumstances will be exempted from fulfilling one of the Transferring Conditions:

exporting PI that is not collected or generated within the PRC;
exporting PI that is necessary for the conclusion or performance of a contract to which the PI subject is a party;
exporting PI of employees for purposes of implementing human resources management based on relevant employment policies and collective employment contracts;
exporting PI for purposes of protecting individuals' lives, health, or property safety in emergency situations;
exporting PI of no more than 10,000 individuals within one year; and

In addition to the exemptions of PI Export in Item (a) above, the following data is also exempted from the Transferring Conditions:

the export of data that is collected or generated during international trade, academic cooperation, cross-border manufacturing and marketing, etc., except when such data involves PI or is announced as "important data" by relevant authorities; and
if relevant Pilot Free Trade Zones formulate their own negative lists of data exporting, any data outside the scope of such negative lists.

The Draft Regulation has also changed the threshold amount for the PI Export subject to the safety review. According to Clause 6 of the Draft Regulation, PIP may carry out the security certification or signing of the SCCs and will not be subject to the safety review if it estimates that it would export PI of more than 10,000 but less than one million individuals within one year.

Notable Issues

Generally speaking, the Draft Regulation, if formally issued substantially in its present form, will likely benefit many international companies' businesses by easing the strict requirements for PI Export. However, it is notable that certain provisions of the Draft Regulation still need to be further clarified or interpreted by CAC, such as the method of calculating estimated PI to be transferred within a one year period, and whether the security certification or SCC would be sufficient for transferring sensitive PI of more than 10,000 individuals (but fewer than one million) within one year.

China Issues Third Draft of Amendments to PRC Company Law

Following the release of the first draft of the amendments to the Company Law of the People's Republic of China ("PRC") ("First Draft") and the second draft of the amendments in late 2021 and late 2022, respectively, the third draft of the amendments to the PRC Company Law ("Third Draft") was promulgated for public comments on 1 September 2023. Below is an analysis of three noteworthy changes contained in the Third Draft.

Timeline relating to capital contribution

Cap on capital reduction

No consent for share transfer

If the Third Draft is passed in its current form, investors will need to take the above into consideration when they invest in, or dispose of the shares of, a PRC-incorporated company.

China's First Generative AI Provisional Measures Come Into Force

On 13 July 2023, the Cyberspace Administration of China, together with six other People's Republic of China ("PRC") ministries and commissions, issued the Interim Measures for the Management of Generative Artificial Intelligence ("AI") Services (生成式人工智能服务管理暂行办法) ("Measures"), which took effect on 15 August 2023. This is the first time that the PRC has specifically regulated generative AI services, aiming to promote the healthy development and standardised application of generative AI.

The Measures consist of five chapters and twenty-four articles, clarifying the basic principles and obligations that should be observed in the provision and use of generative AI services, and emphasising the principles of (i) inclusive and prudent supervision of generative AI services, and (ii) classification and grading.

Previously, the draft Administrative Measures for Generative Artificial Intelligence Services (生成式人工智能服务管理办法(征求意见稿)) ("Draft Measures") were released to the public. In May 2023, we prepared a Legal Update on the Draft Measures and their potential impact on service providers providing Generative AI services in China ("Service Providers"). To view the Legal Update, titled "China Issues Draft Administrative Measures for Generative Artificial Intelligence Services", please click here.

Compared to the Draft Measures, the Measures have adjusted and refined the obligations of Service Providers, and introduced the following key changes:

Article 11: This provision has been added in the Measures: "Service Providers shall promptly receive and process requests from individuals for access, copying, correction, supplementation, deletion, etc., of their personal information."
Article 14: The Draft Measures provided that "the generated content that does not meet the requirements of the Measures shall be prevented from being produced again within three months through model optimization training and other means" (emphasis added). The Measures have amended this part to: "If the Service Provider discovers illegal content, it shall take measures such as model optimization training for rectification in a timely manner" (emphasis added).
Article 20: This provision has been included in the Measures: "Where generative artificial intelligence services originating outside China and being provided to the domestic market do not comply with the laws, administrative regulations, and the provisions of the Measures, the PRC Cyberspace Administration authorities shall notify the relevant organizations to take technical measures and other necessary measures."
Article 21: The penalties in the Draft Measures for violations of the Measures where the monetary penalties are not specified in the laws and administrative regulations, have been deleted in the Measures. Instead, the Measures now specifically make reference to the penalties in the relevant regulations in other laws (including the PRC Cybersecurity Law, the PRC Data Security Law, and the PRC Personal Information Protection Law, etc.).
Article 22: The definitions of generative AI Service Providers and Users have been included in the Measures.

INDONESIA

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Indonesia’s Carbon Exchange is Here. What Do Businesses Need to Know?

In January 2023, Indonesia passed Law No. 4 of 2023 on the Development and Strengthening of the Financial Sector (P2SK Law), granting the Financial Services Authority ("OJK") the authority to regulate and oversee financial services activities in the carbon exchange sector. Subsequently, OJK issued OJK Regulation No. 14 of 2023 on Carbon Trading through Carbon Exchange ("OJK Regulation"), providing guidelines for carbon exchange operators and participants. The Indonesia Stock Exchange ("IDX") was later approved as the operator of the carbon exchange, allowing businesses to commence trading in carbon units. On 26 September 2023, President Joko Widodo officially launched the carbon exchange.

The OJK Regulation defines carbon units as proof of ownership of carbon in the form of certificates or approvals, recorded in the National Registry System for Climate Change Control (SRN PPI). Carbon units can be traded directly between parties or through the carbon exchange, with IDX being the current operator. Foreign carbon units must meet certain requirements for trading on foreign carbon exchanges. OJK's role in carbon trading includes regulating, licensing, supervising, and assessing the competence of individuals involved in carbon exchange operations. In addition, OJK may impose sanctions for violations. These efforts aim to establish an accountable market mechanism to meet emission reduction targets, though challenges such as preventing double selling of retired carbon units and integrating with offshore registries and exchanges remain. Future regulations may be needed for carbon trading through private placement, as OJK's mandate is limited to carbon trading through the exchange.

For more information, click here to read our Legal Update.

Singapore and Indonesia Sign MOU to Bolster Cross-border Electricity

On 8 September 2023, the Ministry of Trade and Industry Singapore (MTI) announced that Singapore and Indonesia have signed a Memorandum of Understanding ("MOU") to strengthen cross-border electricity trade ("September 2023 MOU"). Under the September 2023 MOU, both countries undertake to jointly support the development of commercial projects for cross-border trading of low-carbon electricity, facilitate the implementation of such projects in accordance with their respective laws, and work together on both countries' interconnectivity for cross-border electricity trading.

The September 2023 MOU builds on existing Memoranda of Understanding inked by Singapore and Indonesia aimed at enhancing energy collaboration between the two countries for the benefit of the businesses and their citizens. These include the MOU on Renewable Energy Cooperation signed in March 2023, and the MOU on Energy Cooperation signed in January 2022.

On a related note, Singapore's Energy Market of Authority (EMA) announced that it has also granted Conditional Approvals ("CAs") to five projects to allow them to import a total of two gigawatts ("GW") of low-carbon electricity from Indonesia. The CAs will enable the companies managing the projects to obtain the necessary approvals and licences for their projects including the setting up of manufacturing plants for solar photovoltaics (PV) and battery energy storage systems (BESS) in Indonesia.

The September 2023 MOU brings Singapore a step forward towards achieving its target to import up to import up to four GW of low-carbon electricity by 2035. This supports the decarbonisation efforts of both Singapore and Indonesia, and will pave the way for businesses to explore new investment areas in renewable energy.

Malaysia, Indonesia and Thailand Sign Memoranda of Understanding to Extend Use of Local Currencies for Bilateral Transactions

On 25 August 2023, Bank Negara Malaysia ("BNM") announced that Bank Indonesia, Bank of Thailand and BNM concluded the signing of three bilateral Memoranda of Understanding ("MOUs"), which relate to the Framework for Cooperation to Promote Bilateral Transactions in Local Currencies between the countries ("Framework"). The MOUs expand the scope of the Framework to include more eligible cross-border transactions beyond trade and direct investment. This will be implemented gradually.

The MOUs will fortify cross-border economic activities, improve regional financial market stability, and deepen local currency markets in the three countries. They will also synergise with cross-border payment initiatives for more accessible and efficient local currency settlements.

The MOUs supersede the MOUs on local currency settlement framework which were signed by the three central banks in August 2015 and December 2016.

Latest Developments in the Indonesian Crypto Market: Indonesian Crypto Ecosystem Comes Full Circle

In a significant development for Indonesia's cryptocurrency ("crypto") market, the Commodity Futures Trading Regulatory Agency or Badan Pengawas Perdagangan Berjangka Komoditi ("Bappebti") has approved the establishment of key institutions to regulate and facilitate crypto transactions. These institutions are: (i) PT Bursa Komoditi Nusantara, which is authorised to run the crypto asset bourse; (ii) PT Kliring Berjangka Indonesia, which is authorised to serve as the crypto assets clearing house; and (iii) PT Tennet Depository Indonesia, which is authorised to serve as the crypto assets custodian. The establishment of these institutions marks the fulfilment of Bappebti's mandate to establish these institutions, which are integral to enhancing transparency and safety in the Indonesian crypto market. With the full establishment of these institutions, crypto traders and consumers can expect a more regulated and secure environment for their digital asset transactions.

Bappebti recently published Circular Letter No. 203/BAPPEBTI/SE/07/2023 on the national crypto market key institutions ("Circular"). Some key aspects of the Circular include the exclusivity requirement for approved crypto asset bourses to focus solely on crypto asset transactions and not engage in other commodities. Moreover, a moratorium has been imposed on new registrations for crypto asset bourses, clearing houses, and custodians. Crypto asset broker candidates now have one month to apply for Bappebti's approval as fully licensed brokers, with a one-year deadline to meet the requirements outlined in Bappebti Regulation No. 8 of 2021 (as amended). These requirements include a minimum capitalisation of IDR100 billion (approximately US$6.5 million), and compliance with specified standard operating procedures. Existing crypto asset broker candidates will also need to adhere to these requirements within one year of obtaining their registration certificate.

These regulatory developments reflect Indonesia's commitment to creating a well-regulated and secure crypto market while signalling the impending transition from Bappebti to the Financial Services Authority (OJK) as the regulating authority for the crypto sector. Stakeholders should closely monitor forthcoming implementing regulations under Law No. 4 of 2023 on Financial Sector Development and Reinforcement (PPSK Law) for further details on this transition.

For more information, click here to read our Legal Update.

Indonesia Requires Exporters to Retain 30% of Earnings from Export of Natural Resources Domestically

Starting from 1 August 2023, exporters of natural resource products, which for now covers only those produced from mining, plantation, forestry, and fishery businesses, must place at least 30% of the proceeds generated from the export of these products, known as Foreign Exchange Export Proceeds from the Export of Natural Resources Goods or Devisa Hasil Ekspor dari Barang Ekspor Sumber Daya Alam ("DHE SDA"), in the country's financial system. This requirement under Government Regulation No. 36 of 2023 ("Regulation") aims to ensure that the rapid growth in the export of natural resources is accompanied by a proportional growth of foreign exchange proceeds held within Indonesia's domestic financial system, enhancing the nation's profitability. The Regulation introduces a "reward and punishment" approach by offering incentives for compliance while imposing sanctions for non-compliance.

Under the Regulation, exporters are mandated to place a specified percentage of DHE SDA in a special account and maintain it for at least three months. The rule applies to exporters with DHE SDA of at least US$250,000 recorded in their Exports Custom Notification or Pemberitahuan Pabean Ekspor ("PPE"). While the Regulation has a broad scope, it excludes exports not involving foreign exchange and barter trades. Exemptions also apply to exporters with PPE registrations predating 1 August 2023, and those already monitored by Bank Indonesia or the Financial Services Authority (OJK) under the previous regulatory regime. To incentivise compliance, the Regulation offers tax benefits for income generated from DHE SDA placed in approved financial institutions. The Government has also issued a separate regulation with more lenient sanctions for non-compliance, including the suspension of export services. These changes reflect Indonesia's commitment to aligning economic development with the export of natural resources, and exporters in the specified sectors must adjust their business plans to accommodate this regulatory shift.

Additional implementing regulations may be expected in the future to provide further details on the incentives offered under this new Regulation.

For more information, click here to read our Legal Update.

IDX Tightens Supervision on Listed Companies as it Introduces Watchlist Board

In a recent regulatory development, the Indonesia Stock Exchange ("IDX") has introduced the Watchlist Board, aimed at enhancing transparency and investor protection in the country's capital market. Previously, companies exhibiting unusual market activities were placed on a Special Monitoring List without having a dedicated listing board. With the introduction of the Watchlist Board through the Board of Directors of the IDX Decree, these issuers are now formally recognised, allowing investors to easily identify companies with atypical market behaviours. The move reflects IDX's commitment to creating a more organised and investor-friendly market.

The criteria for companies to be included on the Watchlist Board are diverse, including low share prices, audited financial reports with disclaimer opinions, lack of revenue, negative equity, non-compliance with listing requirements, low liquidity, and more. Importantly, IDX has provided a structured process for the inclusion and removal of companies from the Watchlist Board based on their financial performance and compliance with specific conditions.

The establishment of the Watchlist Board is expected to rejuvenate investor interest in the Indonesian capital market, as it enhances transparency, aids in investor decision-making, and encourages companies to maintain the quality of their securities to avoid suspension. This regulatory change provides a proactive approach for listed companies to improve their performance and secure investor trust before their shares face potential trading suspension.

For more information, click here to read our Legal Update.

Refresher on Government Regulation for IP-Based Financing Scheme

The implementation of Government Regulation No. 24 of 2022 on Creative Economy ("Regulation") has opened new opportunities for businesses in Indonesia to utilise intellectual property ("IP") assets as collateral for obtaining financing from banks and non-bank financial institutions. This regulatory change marks a critical development in Indonesia's IP regime and is poised to bolster the creative economy ecosystem. However, as the Regulation comes into effect, there are key steps that the Government, business owners, and lenders must take to ensure its effective implementation. Among the essential actions required are:

the establishment of a public database by the Directorate General of Intellectual Property ("DGIP") to maintain records of encumbered IP assets;
providing clarity on enforcement procedures for these assets; and
the establishment of standardised guidelines for financial institutions regarding IP-based financing to be issued by the Financial Services Authority (OJK).

Business owners planning to utilise their IP as collateral need to conduct IP audits, register or record their IP assets with DGIP, and develop commercialisation strategies for their IPs. Commercialisation, such as generating revenue or royalties, is a critical factor for IP assets to be eligible for collateral. Lenders and financial institutions must also be prepared to handle applications for IP-based financing by allocating resources and establishing procedures to evaluate and process these applications. Additionally, their staff should be equipped with expertise in IP and IP valuation through competency training and courses.

The successful implementation of IP-based financing in Indonesia promises to enhance the economic landscape, boost creativity, and provide access to capital for businesses that leverage their IP assets.

For more information, click here to read our Legal Update.

LAO PDR

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Notice on List of Goods Requiring Import-Export Registration

On 5 September 2023, the Ministry of Industry and Commerce ("MOIC") issued Notice No.1941/MOIC on List of Goods Requiring Registration for Goods Importer-Exporter ("Notice"). The Notice seeks to monitor the movement and payment of foreign currency from the import and export of goods by enterprises that are engaged in the import and export of goods throughout the country. The Notice adds in several categories of goods whose importation or exportation is subject to the registration requirement. Enterprises that import or export these goods shall obtain a certificate authorising their import or export activities ("certificate"). The additional categories of goods as specified in the Notice, along with the corresponding Harmonized System ("HS") codes from the World Customs Organization are as follows:

No.	Description	HS Code
1.	Mining	2601 - 2617 except 2612
2.	Electricity	27160000
3.	Wood and wood products	4401 - 4421, 4701 - 4707, 4801 - 4812, 94
4.	Spare parts and electronic equipment, electrical equipment	8501 - 8548
5.	Cigarettes	240220
6.	Alcoholic beverages	2203 - 2206 or 2208

Enterprises that import or export the above goods must complete the registration with the MOIC's Department of Import and Export ("DIMEX") by 31 October 2023. Enterprises that are not registered with DIMEX will be prohibited from importing or exporting these goods. Importers and exporters of other goods not covered by the list have the option to register until otherwise directed by any notifications relating to the import and export registration requirements.

The affected enterprises shall complete the registration form attached to the Notice and liaise with DIMEX to obtain the certificate. An enterprise that provides incomplete documents or information will not be registered, and will not be able to import and export goods until the registration is completed.

Following successful registration, the relevant enterprises must inform the Bank of Lao PDR ("BOL") of all the accounts that they have opened with commercial banks and seek BOL certification of their commercial bank accounts. They will then request the commercial banks to convert their current accounts to a special import-export account.

Notice on Minimum Wage Increase

On 16 August 2023, Notice No. 1502/PMO on Minimum Wage Increase ("Notice") was issued by the Laos' Prime Minister’s Office. The Notice provides for the increase in minimum wage for all employees in Laos for 2023. This increase is a continuation of the increases in minimum wage pursuant to Prime Minister’s Notice No.829/PMO dated 13 June 2022.

The Notice augments the minimum monthly wage from LAK1.3 million (approximately US$66) to LAK1.6 million (approximately US$82), in accordance with an agreement concluded in the Government’s ordinary session on 28 July 2023. The new minimum wage rate took effect on 1 October 2023.

In order to improve the living condition of employees in the production, business and service units of companies as well as household workers, and compensate them with appropriate remuneration, the Minister of Labor and Social Welfare and the Chairman of the National Labor Committee issued the following instructions:

Improve the minimum wage of workers in Laos from LAK1.3 million to LAK1.6 million per person per month ("minimum wage") with effect from 1 October 2023.

The minimum wage must be paid to employees entering the labour market who do not have skills, training, expertise, and professional qualifications, and who work no more than 26 days a month, six days a week and eight hours a day. The minimum wage does not include overtime pay, annual allowance, incentive to work, food, accommodation and other benefits.

Employees who have (i) professional qualifications, (ii) specialised subjects at a certain level, (iii) previous work experience and (iv) worked in a labour unit for nine months shall be paid a salary or wage higher than the minimum wage as stipulated in the internal rules of the labor unit or the labor contract with the employees. If employers assign employees to works (including a job/an occupation) as required by law that are dangerous to health, the employers must pay them at least 15% more than the minimum wage.

All labour units must comply with the improvement of the minimum wage along with the provision of labour welfare. They must also encourage all workers to access the social security system and have an annual health check-up.

Notice on Determining the Limits of Electronic Money Services

On 17 July 2023, the Bank of Lao PDR ("BOL") issued Notice No.717/BOL on Determining the Limits of Electronic Money Services ("Notice") informing commercial banks, non-banking financial institutions and legal entities that are electronic money service providers in Lao PDR on determining the limits of electronic money services ("EMS"). This is based on changing domestic and international economic conditions that have led to higher prices of goods and services.

To adopt to the economic situation and to meet the demand for the use of electronic money to pay for goods and services, BOL has redefined the limits of providing EMS. The details are set out below.

EMS providers must determine the electronic money limit according to each type and level as set out in the following table:

Levels of service user	Type of money	Service provider is a bank	Service provider is not a bank
Levels of service user	Type of money	Amount (LAK)	Amount (LAK)
1. Type of Individuals
Level 1: Individual	Maximum transaction/once/ account	25 million	12 million
	Withdraw cash/day/account	5 million	2.5 million
	Maximum transaction balance/day/account	40 million	20 million
	Maximum balance/account	50 million	25 million
Level 2: Individual	Maximum transaction/once/ account	30 million	25 million
	Withdraw cash/day/account	10 million	5 million
	Maximum transaction balance/day/account	80 million	40 million
	Maximum balance/account	100 million	50 million
2. Type of Legal entities (company, outlet, public and international organisation)
Level 3: Legal entities (companies and outlets)	Maximum transaction/once/ account	75 million	40 million
	Maximum transaction balance/day/account	150 million	80 million
	Maximum balance/account	Payment service providers are customised according to the size of the legal entity and outlets.
Level 4: Public and International organisations	Maximum transaction/once/ account	Payment service providers shall conduct research and determine the appropriate amount together with public and international organisations, and must be officially authorised by BOL.
	Maximum transaction balance/day/account
	Maximum balance/account
3. Type of agents
Level 5: Sub-agent	Maximum transaction/once/ account	50 million	25 million
Level 5: Sub-agent	Maximum balance/account	1 billion	500 million
Level 6: The main agent is an individual	Maximum transaction/once/ account	50 million	25 million
Level 6: The main agent is an individual	Maximum balance/account	1 billion	500 million
Level 7: The main agent is a legal entity	Maximum transaction/once/ account	It depends on the permission given by BOL on a case-by-case basis, because the main agent that can expand the sub-agent must apply for permission from BOL and determine the amount of money based on BOL's assessment on a case-by-case basis.
Level 7: The main agent is a legal entity	Maximum balance/account

EMS providers must limit their EMS to the amount specified in the Notice ("Specified Amount"). In addition, an appropriate risk management mechanism must be determined in accordance with the regulations related to EMS as may be determined by BOL from time to time.

EMS providers that intend to provide EMS in an amount that is different from the Specified Amount must notify BOL in writing for the latter's consideration and research.

EMS providers that violate the Notice will face sanctions in accordance with the relevant regulations.

The Notice replaced Notice on Determining the Limits of Electronic Money Services No. 730/BOL dated 8 September 2021.

MALAYSIA

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Key Highlights of Non-Infringement Decision for Delivery Hero/Foodpanda

On 13 September 2023, the Malaysia Competition Commission ("MyCC") issued its decision of 11 September 2023 relating to an abuse of dominance investigation into Delivery Hero (Malaysia) Sdn Bhd ("Foodpanda") and found that Foodpanda did not infringe section 10 of the Competition Act 2010. The alleged conduct of concern was the imposition of an exclusivity clause in the agreements between Foodpanda and its merchants in an arrangement known as the "preferred partnership category". MyCC took the view that such an arrangement could harm competition as such conduct could disincentivise merchants from partnering with other food delivery platforms, thereby causing distortion in the process of competition in Malaysia.

Based on the assessment of the evidence and facts, MyCC found that there was insufficient evidence to support a finding that Foodpanda is a dominant player in the relevant market (i.e. intermediary online platform markets that match customers, merchants and delivery partners for the provision of food ordering and delivery services in Malaysia). MyCC held that there was no abuse of dominance by Foodpanda.

In determining that Foodpanda is not dominant in the relevant market, MyCC considered various factors including market shares of the relevant enterprises in the relevant market. In addition to MyCC's assessment of Foodpanda's revenue and its identified competitors to determine market shares, MyCC also used Gross Merchandise Value (GMV) as a metric to estimate Foodpanda's market share in the relevant market. Specifically, MyCC compared the GMV of Foodpanda's platform against its closest competitor, GrabFood, during the period of 2020 and 2021. MyCC also assessed whether Foodpanda was conferred an advantage to create network effects in the relevant market, and considered the degree of countervailing buyer power that Foodpanda faced in the relevant market. In making its non-infringement finding, MyCC took a practical and more economics-based approach in its assessment of this matter.

Malaysia's National Energy Transition Roadmap

Malaysia's Ministry of Economy recently launched the National Energy Transition Roadmap ("NETR") as the blueprint for Malaysia's transition to a clean energy, low-carbon economy.

The NETR highlights ten flagship catalyst projects and initiatives to be carried out. These are based on six energy transition levers: (i) energy efficiency (EE); (ii) renewable energy ("RE"); (iii) hydrogen; (iv) bioenergy; (v) green mobility; and (vi) carbon capture, utilisation and storage (CCUS). The NETR also elaborates on the five enablers to facilitate the energy transition, namely (i) financing and investment; (ii) policy and regulation; (iii) human capital and just transition; (iv) technology and infrastructure; and (v) governance and implementation.

The Government of Malaysia has also decided, amongst others, to:

increase the country's installed RE capacity from 40% in 2035 to 70% by 2050;
introduce the concept of a self-contained system to the RE development framework, according to the "willing buyer, willing seller" principle;
increase the installation of solar systems on government buildings; and
allow cross-border RE trade through the establishment of an electricity exchange system, complementing the Association of Southeast Asian Nations' (ASEAN) power grid initiative.

The NETR also provides that the Government intends to reform the power sector by establishing a third-party access ("TPA") framework – to supply fuel sources and broaden access to the grid infrastructure (possibly in the form of smart grid and/or TPA to the grid system) – and a retail market.

The NETR expounds on Malaysia's energy transition ambitions and identifies the ingredients necessary to achieve those goals. The next step is the formulation of clear and concrete policies and regulations to activate the key initiatives which have been identified in the NETR.

For more information, click here and here to read our Legal Updates regarding the NETR.

Malaysia, Indonesia and Thailand Sign Memoranda of Understanding to Extend Use of Local Currencies for Bilateral Transactions

The MOUs supersede the MOUs on local currency settlement framework which were signed by the three central banks in August 2015 and December 2016.

The AIAC's Arbitration Rules 2023: A Summary of Key Changes

On 24 August 2023, the Asian International Arbitration Centre's ("AIAC") Arbitration Rules 2023 ("2023 Rules") came into effect. This easy-to-digest set of Rules promotes certainty, and by extension, provides the end user with confidence when seeking to rely on these Rules.

This update highlights four key changes introduced in the 2023 Rules.

The first is that an arbitration is taken to have commenced when the AIAC receives the complete notice of arbitration and the accompanying documents. This change, reflected in Rule 2 of the 2023 Rules, places AIAC in the central position between parties and removes the potential uncertainty which may arise when the commencement of an arbitration is pegged to service on the respondent.

The second is in respect of the Tribunal’s power to make Summary Determinations (previously introduced in the AIAC's Arbitration Rules 2021 ("2021 Rules")). The new Rule 11 maintains this power but the earlier procedural and time limitations have been removed altogether. This provides greater flexibility about when such an application may be made, and how the Tribunal deals with such applications.

Third, the new Rule 12 requires parties to an arbitration to disclose the existence of any third party funding and the identity of the funder. This Rule conforms with the international standard and duty of disclosure.

Finally, the addition of Rule 14 creates a dynamic role for the arbitrator. As the arbitrator is in the best position to weigh the evidence led by both parties to the arbitration, this Rule empowers the arbitrator to guide the parties to a potentially favourable outcome without compromising the progress of the arbitration. The Rule is drafted widely so as to provide the arbitrator with the freedom and discretion to facilitate the settlement as befits the specific facts of each arbitration.

All in all, the 2023 Rules remove the bells and whistles which previously adorned the 2021 Rules, and leave a clear and core set of arbitration rules designed to encourage rather than clutter the arbitration process.

Updates on the Upcoming Draft Cybersecurity Bill

The Malaysian Government has recently reaffirmed its commitment to present a draft Cybersecurity Bill ("Bill") – to address existing gaps in Malaysia's cybersecurity legal framework – to Parliament by 2024.

The key components that will be addressed by the Cybersecurity Bill include:

the establishment of the National Cyber Security Agency ("NACSA") as the national cybersecurity regulator entrusted with the necessary enforcement powers to oversee cybersecurity matters in the country;
the designation of Critical National Infrastructure Information ("CNII") sectors, together with CNII sector leads to act as intermediaries between NACSA and CNII owners;
the identification of computers and computer systems that will be designated as CNIIs;
the issuance of specific directions or codes of practice to define minimum cybersecurity standards for CNII owners;
the introduction of baseline audit and risk assessment requirements for CNII owners, wherein CNII owners will be required to conduct audits and risk assessments and submit reports to NACSA;
the introduction of mandatory cybersecurity incident notification requirements; and
the introduction of licensing requirements for service providers offering certain cybersecurity services identified in the Bill.

Once the Bill is enacted, it will introduce new compliance obligations for CNII owners and cybersecurity service providers. Additionally, organisations providing services or engaging with CNII owners may also be indirectly impacted by the requirements outlined by the Bill.

While there has been no official confirmation by the Government regarding the types of organisations that will be designated as CNII owners under the Bill, it is likely that the Bill will align with the 11 CNII sectors currently identified in the Malaysia Cyber Security Strategy 2020-2024 policy document, which include companies operating within the sectors of banking and finance, information and communication, energy, transportation, water, health services, emergency services, agriculture and plantation, etc.

As such, all organisations must update themselves on the status and developments of the Bill, and in the interim implement measures to ensure compliance with the possible obligations to be imposed by the Government once the Bill is passed by Parliament.

Securities Commission Malaysia Issues New Guidelines on Technology Risk Management

In August 2023, the Securities Commission Malaysia ("SC") issued the Guidelines on Technology Risk Management ("TRM Guidelines") to enhance the management of technology risks by capital market entities ("CMEs"), in response to the growing adoption of technology among CMEs in recent years.

The TRM Guidelines are applicable to all CMEs licensed or registered under the Capital Market Services Act 2007. The guidelines are expected to come into effect by the third quarter of 2024, subject to further announcements from SC on the effective date of the TRM Guidelines.

Once the TRM Guidelines take effect, it will supersede existing requirements under SC's Guidelines on Management of Cyber Risk.

The TRM Guidelines introduce more detailed and enhanced requirements, including the requirements for CMEs to:

ensure that their workforce undergoes annual cybersecurity awareness training;
establish a technology audit plan and a comprehensive Technology Risk Management Framework that addresses specific areas identified in the TRM Guidelines;
comply with the minimum requirements outlined in the TRM Guidelines about technology operations management, which encompass elements such as network and operational resilience, system security requirements, change management and patch management;
conduct due diligence before selecting third-party service providers, and ensure that the Service Level Agreements executed with these providers contain the mandatory provisions outlined in the TRM Guidelines;
implement a comprehensive cybersecurity framework with cybersecurity controls that align with their risk profile and business needs;
notify SC upon detecting either (i) technology incidents that may potentially affect their business operations or clients; or (ii) cyber incidents that fall within the parameters defined in the TRM Guidelines, on the day of the occurrence of the incident through SC's Vault Portal; and
be guided by the guiding principles relating to the adoption of artificial intelligence (AI) and machine learning prescribed by the TRM Guidelines when adopting such technologies.

CMEs are encouraged to proactively establish the necessary controls, policies and procedures to comply with the TRM Guidelines, pending the effective date or coming into legal effect of the TRM Guidelines.

MYANMAR

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DICA Announcement: Important Guidelines for MyCO System Users

On 6 September 2023, the Directorate of Investment and Company Administration ("DICA") issued an important announcement addressing concerns related to the information of directors and shareholders of companies that are registered with the Myanmar Companies Online ("MyCO") system. There have been reported incidences where the details of directors and shareholders were deleted from the MyCO company registry without their knowledge. To prevent such situations, DICA has recommended MyCO System Users to follow these guidelines:

Proper maintenance of regulatory registers. DICA underscores the importance of maintaining the relevant records as stipulated in Sections 90 (record of members), 95 (records and indexes to be kept at the registered office), and 189(a) (record of directors and secretaries) of the Myanmar Companies Law.
Directors and shareholders should create their own MyCO accounts. Each director and shareholder should establish their own MyCO accounts and obtain authorisation from the company where they hold such a position.
Submission of contact information. Directors and shareholders are obligated to provide their contact details, including email addresses and personal phone numbers, in the MyCO registration system. This step ensures more convenient communication with the company registrar when necessary.

Mandatory Registration for Online E-Commerce Businesses by 21 January 2024

On 21 July 2023, the Ministry of Commerce ("MOC") issued three notifications that (i) classify online retail businesses as essential services under the Essential Supplies and Services Law, and (ii) require Myanmar entities (which includes both companies registered in Myanmar and local residents) that are engaged in online retail businesses to register with the Department of Trade.

The registration for all e-commerce businesses must be completed by 21 January 2024 (i.e. six months from the date of the issuance of the MOC notifications. Failure to register by the given date is punishable by imprisonment ranging from six months to three years and a fine of up to MMK 500,000.

The registration process is to be completed online with a fee payable. Successful registrants will receive a certificate of registration which is valid for two years and can be renewed.

Central Bank of Myanmar Lowers Mandatory Conversion of Export Earnings to Myanmar Kyats

On 13 July 2023, the Central Bank of Myanmar issued Notification 15/2023 allowing exporters to convert up to 50% of their export earnings into Myanmar Kyats. This amended the previous requirement set by Notification 36/2022, released on 5 August 2022, which required the conversion of 65% of export earnings into Myanmar Kyats.

The change in the exemption for currency conversion is connected to Notification 12/2022, issued on 3 April 2022. This earlier notification required all foreign currency earned by residents of Myanmar to be deposited in authorised dealer banks and converted into Myanmar Kyats within one day of receipt. Notification 15/2023 signifies a relaxation of these previous regulations, granting exporters the flexibility to convert a lower percentage of their export earnings into Myanmar Kyats. This change is likely to be viewed positively by exporters in Myanmar as it reduces the mandatory foreign currency conversion.

Revocation for Advance Payment Requirement on Export Earnings

The Department of Trade ("DOT") under the Ministry of Commerce has announced, via Bulletin 11/2023 dated 28 June 2023 and Bulletin 13/2023 dated 6 July 2023, the revocation of the requirement to make advance payments on export earnings for exporters exporting pulses, corn, sesame, and peanuts. Previously, such exporters were required to make advance payments with the Foreign Exchange Supervisory Committee ("FESC").

Bulletin 11/2023 and Bulletin 13/2023 instead require companies that have been established for three years and above to deposit 20% of the total export value with the DOT. Companies that have been established for fewer than three years must deposit 35% of the total export value. Such deposits are to be paid in Myanmar Kyat calculated based on the border market rate. Exporters are further required to deposit their export earnings into the companies’ bank account within 15 days after making an export declaration.

PHILIPPINES

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Securities and Exchange Commission Amends Annex C of Rule 12 of Securities Regulation Code

On 19 September 2023, the Securities and Exchange Commission ("SEC") issued Memorandum Circular No. 14, series of 2023 ("SEC MC No. 14"), amending certain provisions of Annex C of Rule 12 of the Securities and Regulation Code ("SRC"). Annex C of Rule 12 of the SRC contains the non-financial disclosure requirements for the registration statements to be filed with SEC.

Prior to the amendment, a registrant company is required to, among others, (i) briefly describe its business(es) and that of its significant subsidiaries, and (ii) discuss the major risk(s) involved in each of its businesses and that of its subsidiaries, including a disclosure of the procedures undertaken to identify, assess, and manage such risks. Under SEC MC No. 14, disclosure of the procedures undertaken to identify, assess, and manage such risk(s) is no longer mandatory.

Moreover, a registrant company was previously required to (i) list and discuss the factors that make its securities offering speculative or risky, and (ii) discuss how it shall manage such risk factors. Similarly, under SEC MC No. 14, a registrant company is no longer required to discuss how it manages the risk factors listed in its registration statement.

Financial Sector Forum Releases Proposed Philippine Sustainable Finance Taxonomy Guidelines for Public Consultation

In 2021, the Philippines Sustainable Finance Roadmap was introduced to give direction to and promote sustainable finance in the Philippines. It seeks to provide financial institutions, regulators, and other stakeholders with a framework for incorporating Environmental, Social and Governance ("ESG") factors into their corporate plans and daily operations.

In this regard, on 18 September 2023, the Financial Sector Forum, composed of the Bangko Sentral ng Pilipinas, Securities and Exchange Commission, Insurance Commission, and Philippine Deposit Insurance Corporation, released its Proposed Philippine Sustainable Finance Taxonomy Guidelines ("Proposed SFTG") for public consultation.

The Proposed SFTG aims to establish a common understanding at a high-level as to what constitutes "sustainable" economic activity, and serves as a tool to classify whether an economic activity is environmentally or socially sustainable. It aims to guide a variety of users, including companies, investors, financial institutions, regulators, and consumers, to help them make an informed decision to originate, invest, finance, purchase or monitor an asset, product, project, activity, company, or portfolio with ESG considerations.

In this connection, the country is also formulating its finance taxonomy with the primary purposes of (i) directing and increasing capital flows to economic activities that further sustainability objectives; (ii) minimising the risk of "greenwashing" or misleading or deceptive publicity to represent an environmentally responsible public image; and (iii) promoting a just transition to a sustainable economy.

Mandatory Conduct of Competitive Selection Process for Procurement of Power Supply by Distribution Utilities Takes Effect

The Department of Energy ("DOE") has issued Department Circular No. 2023-06-0021 ("Circular") prescribing the policy for the mandatory conduct of the Competitive Selection Process ("CSP") for the procurement of power supply by Distribution Utilities ("DU") for their captive market. The streamlining of the conduct of the CSP was made to ensure the efficient, timely, and transparent procurement of power supply.

The Circular applies to all DUs, which is consistent with the mandate to supply electricity in the least costly manner subject to the collection of retail rate duly approved by the Energy Regulatory Commission ("ERC"). As a rule, all power supplied under bilateral contracts shall be procured through the CSP. However, in specific instances, the conduct of the CSP shall not be required. These instances include, among others:

the provision of power supply by the National Power Corporation in off-grid areas prior to the entry of new power providers or under emergency circumstances;
power supply procured by any DU exercising the Opt-In Mechanism under the Green Energy Auction Program; and
supply to any DU from any generating plant embedded in its franchise area utilising renewable energy resources subject to contract capacity requirements.

As mandated by the Circular, ERC and the National Electrification Administration shall issue the guidelines for the conduct of the CSP and evaluation of power supply agreements. ERC published on 3 October 2023 the implementing guidelines on the conduct of the CSP. This will take effect in the fourth quarter of 2023.

BSP Issues New Guidelines for UTIF Benchmarks

On 9 August 2023, the Bangko Sentral ng Pilipinas ("BSP") issued BSP Circular No. 1178, Series of 2023 ("Circular"). The Circular provides guidelines on the use of benchmarks in assessing the returns of Unit Investment Trust Funds ("UITF") to enable UITF participants to gauge the performance of their funds vis-à-vis a comparable market indices or portfolios. It aims to protect investors by providing them with more information to make sound financial decisions given that UTIF participants are now mandated to present the performance of their funds in a more transparent manner.

Under the Circular, a valid benchmark for a UTIF has the following characteristics: (i) has a clearly defined objective; (ii) appropriately reflects the market or sector it aims to represent; (iii) comprised of sufficiently diversified financial instruments that are liquid; (iv) objectively and consistently calculated; (v) is a total return benchmark; and (vi) reflects returns that are net of taxes.

If the appropriate benchmark does not satisfy items (v) and/or (vi), the trustee shall disclose this in a Key Information and Investment Disclosure Statement ("KIIDS"). The KIIDS shall contain the key features of the UITF, its performance against a benchmark, and its prospective and outstanding investments.

The Circular also provides for a one-year transitory period for trust entities to review the benchmarks of their existing funds.

IPOPHL to Adopt Cloud Computing Strategies for IP Registration Services

The Intellectual Property Office of the Philippines ("IPOPHL"), with the support of the World Intellectual Property Organization ("WIPO"), is exploring to move its mission-critical intellectual property ("IP") registration services to the cloud in 2024 with the goal of improving its internal processes and efficiencies in data management.

The current Intellectual Property Administration System ("IPAS") of the IPOPHL, IPAS 3.x, was installed in the early days of 2012 and is now showing its age. The IPAS is a software developed and owned by WIPO. It was offered to IP offices under collaborative arrangements for its provision, hosting, and maintenance.

During WIPO's 64th General Assemblies, IPOPHL Director General Rowel S. Barba shared IPOPHL's experiences in using the current version of the IPAS, its limitations, pain points, as well as his wish list for the new IPAS 4.0 implementation. Barba revealed that WIPO has already committed to exploring how it can best support IPOPHL's new requirements as the latter transitions to the latest IPAS version. WIPO has already given IPOPHL access to navigate the IPAS 4 test version by end of July 2023, allowing IPOPHL more time to prepare for the transition.

Proposed Guidelines for Accreditation of IPOPHL Mediators Up for Public Consultation

The Intellectual Property Office of the Philippines ("IPOPHL") has invited all stakeholders and the general public for a public consultation on the Draft Memorandum on the Accreditation of IPOPHL Mediators ("Draft Memorandum").

The Draft Memorandum seeks to amend Office Order No. 197, series of 2010 on the Guidelines for the Accreditation of IPOPHL Mediators ("Office Order"). Specifically, it seeks to amend certain provisions on the qualifications of mediators, requirements for application, selection process, accreditation, term of accreditation, and renewal of accreditation.

The Draft Memorandum requires that an accredited mediator must, among others, have at least seven years of experience in mediating cases or 10 years of legal practice involving intellectual property. For reference, the Office Order currently requires that mediators must possess at least seven years of experience in mediating cases or in legal practice involving intellectual property disputes.

The Draft Memorandum also added some requirements for accreditation in the Office Order and now requires the submission of PNP Clearance, Barangay Clearance, and an Affidavit of a Disinterested Person.

The Draft Memorandum also increases the required number of handled cases for the renewal of accreditation. Accredited mediators must mediate at least 20 cases and successfully settle at least 10 cases for their accreditation to be renewed, rather 12 and six cases respectively, under the Office Order.

Under the Draft Memorandum, all accredited mediators shall have a term of two years, subject to renewal, instead of the one-year term provided in the Office Order.

SINGAPORE

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Singapore and Indonesia Sign MOU to Bolster Cross-border Electricity Trade

Launch of Intangibles Disclosure Framework – Helping Enterprises Commercialise Intangibles

On 4 September 2023, the Accounting and Corporate Regulatory Authority and the Intellectual Property Office of Singapore jointly launched the Intangibles Disclosure Framework ("Framework"). The Framework is part of the Singapore IP Strategy 2030 and is a key step to helping enterprises commercialise their intangibles.

The launch of the new Framework follows a public consultation on the Proposed Intangibles Disclosure Framework that ran from 14 December 2022 to 28 February 2023. You may read our earlier Legal Update titled "Public Consultation on Proposed Intangibles Disclosure Framework" for more information. The finalised Framework incorporates revisions from the proposed draft to address feedback received during the public consultation on technical and implementation matters.

Pursuant to feedback received during the public consultation, a distinction is made between "intangibles" defined in the Framework and "intangible assets" defined in the accounting standards. Under the voluntary Framework, enterprises are encouraged to disclose intangibles beyond those recognised under the accounting standards. The intangible assets defined under Singapore's prescribed accounting standards are a subset of intangibles defined in the Framework. The Framework defines an intangible as "a non-monetary resource that manifests itself by its economic properties: it does not have physical substance but grants rights and/or economic benefits to its owner".

For more information, click here to read our Legal Update.

Singapore and Vietnam Deepen Collaboration with New Partnerships

On 28 August 2023, the Singapore Ministry of Trade and Industry ("MTI") announced the conclusion of several agreements between Singapore and Vietnam which will further deepen their collaboration in the green economy, digital economy and innovation.

Upgrading of Bilateral Economic Partnership

Singapore and Vietnam have exchanged Side Letters effecting the Upgrade of the Framework Agreement on Singapore-Vietnam Connectivity ("CFA"). The Upgraded Connectivity Framework Agreement ("CFA") expands the scope of the bilateral economic cooperation between the two countries. This is the first upgrade of the CFA since its signing in 2005. The previous six sectors of cooperation have now been expanded to cover five pillars of cooperation in 11 areas, including (i) Energy Connectivity; (ii) Sustainability; (iii) Infrastructure; (iv) Digital and Innovation; and (v) Connectivity (Education, Finance, Information Technology and Telecommunications, Investment, Tourism, Trade and Services, and Transport).

Supporting Innovation Talent Exchange

Singapore and Vietnam also signed a Memorandum of Understanding on the Innovation Talent Exchange ("ITX") Programme. This will enable Singaporean professionals to be employed in eligible innovation-related work areas in Vietnam, and vice-versa. The qualifying criteria, application process and launch date of the ITX Programme will be circulated in due course.

Addressing Climate Change Challenges

In their bid to address climate change challenges, Singapore and Vietnam exchanged a letter of intent which emphasised the substantive conclusion of the negotiation of the Implementation Agreement pursuant to Article 6 of the Paris Agreement ("Implementation Agreement"). Both countries undertake to agree on the text of the legally binding Implementation Agreement and submit recommendations for the signing of this agreement. As stated in the Press Release, "[t]he Implementation Agreement seeks to unlock additional climate mitigation activities and will facilitate the transfer of Article 6-compliant carbon credits that are correspondingly adjusted between Singapore and Vietnam. This will enable both countries to meet their Nationally Determined Contribution (NDC) and open up a new stream of trading activity in Article 6-compliant credits."

New Mechanisms, Shortened Timelines: SIAC Consults on Draft Seventh Edition of SIAC Rules

Since its establishment in 1991, the Singapore International Arbitration Centre ("SIAC") has emerged as a leading global arbitration institution. Ranked second among the world’s top five arbitral institutions, SIAC was also determined to be the most preferred arbitral institution in the Asia-Pacific in the 2021 Queen Mary University of London and White & Case International Arbitration Survey: Adapting Arbitration to a Changing World.

Part of SIAC's competitive edge is the SIAC Rules ("2016 Rules"), currently in their sixth edition, which provide a framework to ensure that SIAC arbitrations are administered in an efficient, cost-effective and flexible manner. Per the last revision, the 2016 Rules incorporated new procedures for multi-contract disputes and provided for the joinder of additional parties, among others.

To enhance the user experience and raise the bar on efficiency, expedition and cost-effectiveness, SIAC recently launched a public consultation on the draft 7th Edition of the SIAC Rules ("Draft Rules"). The consultation will run from 22 August 2023 to 21 November 2023. Key amendments proposed include:

the introduction of new mechanisms for preliminary determination, coordinated proceedings, and the use of a new online case management system;
the mandatory disclosure of third-party funding relationships and arrangements;
amendments to the rules on the constitution of the tribunal, including a new list procedure that the President of the SIAC Court ("President") may employ when appointing an arbitrator;
changes to the Emergency Arbitration procedure to improve its efficiency, such as shortened timelines;
changes to the Expedited Procedure, including the monetary limit on the amount in dispute; and
other general amendments, including information security measures and providing for virtual or hybrid hearings.

For more information, click here to read our Legal Update.

Singapore Court Grants Sanction of Scheme of Arrangement Between a Crypto Company and its Users, the First Ever in the Crypto Space to Take Effect in Singapore

Section 210 of the Companies Act 1967 ("Companies Act") provides a flexible tool for companies seeking to restructure their debts in Singapore by way of a scheme of arrangement, which is a Court-approved agreement between a company and its stakeholders in relation to the former's debt obligations. The provision has seen much use by companies in distress over the years to varying degrees of success, but the case of Defi Payments Pte Ltd (HC/OA 378/2023) is the first of its kind between a cryptocurrency company and its users.

In April 2023, the applicant company, Defi Payments Pte Ltd, obtained leave of the Singapore Court to convene a meeting of creditors for the purposes of presenting a scheme of arrangement for voting by its creditors ("Scheme"). The vote for the Scheme received strong creditor approval of more than 90% by number and in value (present and voting) from each of the two classes of creditors and across the board, far exceeding the statutory threshold set out in section 210(3AB) of the Companies Act. Following the vote, the Court granted the sanction of a cryptocurrency scheme of arrangement on 10 August 2023, and the Scheme has since taken effect.

The applicant company was represented by Rajah & Tann Singapore LLP's Sheila Ng, Deputy Head of the Restructuring & Insolvency Practice, together with Associates Benedict Tedjopranoto and Naomi Lim. Partners Hoon Chi Tern and Cynthia Wu, and Associate Melvin Chua from the Capital Markets/Mergers & Acquisitions Practice also advised the applicant company in the restructuring process.

For more information, click here to read our Legal Update.

MTI Seeks Feedback on ASEAN Trade in Goods Agreement (ATIGA)

The ASEAN Trade in Goods Agreement ("ATIGA") is the key regional trade agreement that facilitates economic integration within the Association of Southeast Asian Nations ("ASEAN") region, which Singapore is a party to. The ATIGA entered into force on 17 May 2010 for ASEAN Member States ("AMS"). It gives a framework to achieve the free flow of goods within ASEAN by eliminating tariffs on most goods traded between AMS, and by reducing non-tariff barriers.

To keep the ATIGA relevant and more responsive to, and stay ahead of, the changes, ASEAN launched negotiations between AMS in March 2022 to upgrade the ATIGA. Substantive negotiations between AMS are targeted to be completed by the end of 2024. From 17 July 2023 to 16 August 2023, the Ministry of Trade and Industry (MTI) conducted a public consultation seeking feedback on how the ATIGA could be improved and other beneficial provisions that could be incorporated into the ATIGA.

The ATIGA contains various elements to facilitate the free flow of goods within the ASEAN region. Several significant features of ATIGA include tariff liberalisation, removal of non-tariff barriers, rules of origin, trade facilitation, customs, standards and conformance, sanitary and phytosanitary measures.

Additionally, the ATIGA includes a comprehensive coverage of commitments related to trade in goods and mechanisms for its implementation as well as institutional arrangements.

For more information, click here to read our Legal Update.

Singapore and Cambodia to Collaborate on Creation of Financial Transparency Corridor to Support SMEs

For more information, click here to read our Legal Update (page 13).

Proposed Mandatory Climate Reporting for Listed Issuers and Large Non-Listed Companies

From 6 July 2023 to 30 September 2023, the Accounting and Corporate Regulatory Authority (ACRA) and Singapore Exchange Regulation (SGX RegCo) sought views on recommendations and proposals in the Consultation Paper containing the Sustainability Reporting Advisory Committee's (SRAC) recommendations to implement mandatory climate reporting requirements in a tiered and phased manner, beginning with issuers of equity securities on the Singapore Exchange Securities Trading Limited (Listed Issuers), and extending these requirements to large non-listed companies (NLCos) above a certain annual revenue threshold via the Companies Act 1967, among other recommendations and proposals.

The key recommendations and proposal are as follows:

Mandatory climate reporting disclosure (CRD) requirements;
International Sustainability Standards Board (ISSB) Standards as baseline requirements subject to reliefs;
External assurance requirements; and
Reporting and filing timelines.

For more information, click here to read our Legal Update.

THAILAND

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TCCT's 2024 Vision: Regulating E-Commerce, Strengthening Oversight, and Legal Revisions

On 9 October 2023, the Trade Competition Commission of Thailand ("TCCT") unveiled its 2024 plan at the "TCCT: New Era of Free and Fair" conference. With a focus on supervising market structures and addressing unfair trade practices in the e-commerce sector, TCCT aims to ensure equitable competition.

E-Commerce

With Thailand's digital economy rapidly expanding, TCCT recognises the imperative of regulating e-commerce to ensure a level playing field. The market, valued at THB 100 billion, has witnessed substantial growth in e-commerce, e-service, and e-logistics. To combat emerging challenges, TCCT is actively studying global models, notably in the European Union (EU), to formulate guidelines that will govern the digital market. Anticipated for early 2024, these guidelines aim to address issues of competition restrictions and unfair trade practices in the digital market.

Strengthening Supervision and Revising the Law

Acknowledging a rise in mergers and acquisitions, with a value of THB 4.27 trillion during the past five years, TCCT aims to strengthen supervision to prevent potential monopolies or unfair trade practices. Moreover, to support small- and medium-sized enterprises (SMEs) in the competitive landscape, TCCT plans to revise laws, increase efficiency, and adopt an 'Ex-ante approach' to prevent unfair trade practices.

In response to industry speculation prevalent in 2022, TCCT is currently overhauling regulations and guidelines across multiple facets to align with the evolving landscape of business operations.

New Personal Income Tax Rules for Foreign Income

Since 1987, Thai residents (i.e. individuals residing in Thailand for 180 days or more in any tax year) receiving foreign earnings have been able to rely on the ruling of Revenue Department No. Gor Kor. 0802/696 ("Old Ruling"), which provided a favourable interpretation of section 41, paragraph 2 of the Revenue Code. Under the Old Ruling, assessable income earned abroad from work duties, business activities, or assets located outside of Thailand ("Foreign Income") was not subject to taxation if such Foreign Income was brought into Thailand after the tax year in which the Thai resident acquired such Foreign Income. In other words, the Old Ruling provided a widely used tax strategy among Thai residents to bring the Foreign Income into Thailand tax-free after keeping it offshore until the next tax year.

However, recently, the Revenue Department ("RD") issued Order No. Por. 161/2566 Re: Payment of Income Tax Pursuant to Section 41, Paragraph 2 of the Revenue Code ("New Order"), which aims to improve tax collection from Thai residents with overseas investments or income. The New Order repealed the Old Ruling and sets out a new interpretation regarding the transfer of a Foreign Income into Thailand. Under the New Order, Thai residents who bring their Foreign Income into Thailand in any tax year must include it as their assessable income in such tax year regardless of when they earned it. However, RD further elaborated that if the Foreign Income has been taxed by a country with which Thailand has a Double Tax Agreement, Thai residents can use the taxes paid in foreign countries as tax credits in Thailand.

Currently, RD has not issued any further guideline specifying the details for tax imposed on Foreign Income, but has stated in its press release that it will further discuss this issue with the public. As such, investors should continue to monitor developments in this area.

Personal Data Protection Committee Establishes Criteria for Appointment of Data Protection Officer

On 14 September 2023, Thailand's Personal Data Protection Committee ("PDPC") issued a notification establishing the criteria for the appointment of a data protection officer ("DPO") for data controllers and data processors ("Notification"), enlarging the DPO requirements prescribed under section 41(2) of the Personal Data Protection Act B.E. 2562 (2019) ("PDPA"). The Notification will become effective from 13 December 2023, meaning a DPO must be appointed by the effective date.

Criteria for Appointing a DPO

Under the Notification, data controllers and data processors are required to appoint a DPO when their processing activities, which are part of their core activities, require the regular monitoring of personal data or systems by reason of having personal data on a large scale. Whether data controllers and data processors are required to appoint a DPO will be determined based on the following criteria:

The processing activities are part of their core activities.

core activities

The processing activities require regular monitoring of personal data or systems.

requiring the regular monitoring of personal data or systems

The processing activities involve personal data on a large scale.

large scale

Interesting Note

Pursuant to section 41, paragraph 5 of the PDPA, once a DPO has been appointed, the data controllers and data processors are required to notify the PDPC office and data subjects of the details of the DPO including his/her contact details and contact address. However, the Notification does not set out a specified form, procedures or timeline for reporting to the PDPC office. We expect that a further notification relevant to this matter will soon be issued given such reporting requirements prescribed in the PDPA.

CP-Tesco Merger

Partner Supawat Srirungruang and Senior Associates Benjarong Roongmaneekul and Itthiwut Saengratanadej of R&T Asia (Thailand) acted as lead counsel for C.P. Retail Development Co., Ltd. and Lotus's Stores (Thailand) Company Limited (formerly known as Tesco Stores (Thailand) Company Limited) in Administrative Court proceedings relating to their US$10.6 billion merger in Thailand.

Filed by 38 plaintiffs, the lawsuit alleged that the Disputed Order of the Trade Competition Commission of Thailand in approving the merger between the two retail giants was unlawful, issued in bad faith and failed to ensure free and fair trade among businesses.

On 24 May 2021, the Central Administrative Court dismissed the plaintiffs' request to stay the execution of the Disputed Order and permitted operations of the merged business to continue, finding that there were no reasonable grounds indicating that the Disputed Order was unlawful. The Court then rendered a judgement on 8 September 2023 affirming the lawfulness of the Disputed Order in all aspects, dismissing the case and bringing the litigation process to a close.

Malaysia, Indonesia and Thailand Sign Memoranda of Understanding to Extend Use of Local Currencies for Bilateral Transactions

The MOUs supersede the MOUs on local currency settlement framework which were signed by the three central banks in August 2015 and December 2016.

Certain Digital Platform Service Providers Required to Notify Users of T&Cs by 3 January 2024

The Royal Decree on Digital Platform Service Businesses Requiring Notification, which came into operation on 20 August 2023, requires digital platform service providers to notify users of the terms and conditions ("T&Cs") of their services prior to or at the time of using such services. This obligation is imposed on digital platform services with specific characteristics, i.e. an online marketplace and a search engine platform.

On 21 August 2023, the Electronic Transactions Development Agency ("ETDA") issued a notification specifying details which must be provided in the T&Cs, as well as an annual reporting obligation ("Notification"). The Notification will come into effect on 3 January 2024, which means digital platform operators must review and revise their existing T&Cs to comply with the requirements by the effective date. One of the key requirements stipulated in the Notification is that the T&Cs must be made available in Thai language, and the operators must report on their compliance with this provision to ETDA on an annual basis.

VIETNAM

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New Work Permit Rules under Decree 70/2023/ND-CP

On 18 September 2023, the Government enacted Decree 70/2023/ND-CP ("Decree") to amend and supplement Decree 152/2020/ND-CP. The Decree, which came into effect from the same date of its enactment, notably amends certain procedures concerning the hiring of foreign workers in Vietnam.

The Decree now requires foreigners with Vietnamese spouses to apply for a work permit exemption with the labour authorities. In the past, such foreigners were exempt from this requirement.

It also introduces a requirement for employers to, at least 15 days before seeking approval for use of foreign labour, publish a job application notice for Vietnamese employees on the electronic portal of the Employment Department of the Ministry of Labor, Invalids and Social Affairs (MOLISA) or a qualified job service centre. This requirement was introduced to ensure that foreign workers were only being hired for positions which Vietnamese employees are unable to fill.

Singapore and Vietnam Deepen Collaboration with New Partnerships

Upgrading of Bilateral Economic Partnership

Supporting Innovation Talent Exchange

Addressing Climate Change Challenges

New Regulations on Foreign Lending under Circular 08/2023/TT-NHNN

On 30 June 2023, the State Bank of Vietnam passed Circular 08/2023/TT-NHNN ("Circular") to prescribe eligibility requirements for taking foreign loans that are not guaranteed by the Government. The Circular, which came into force from 15 August 2023, introduces significant changes to borrowings by Vietnamese companies from overseas.

The Circular prescribes more restrictions on the purpose for which foreign loans can be taken:

For short-term foreign loans, these can only be taken out to restructure the borrower’s foreign debt and for payment of short-term payables.
For medium or long-term foreign loans, these can only be taken out to finance investment projects, business plans or other projects of the borrower, or to refinance existing foreign debt. However, unlike its predecessor, the Circular no longer permits borrowers to take out foreign loans to finance projects or business plans of the borrower's affiliates.

The Circular also now allows debts of foreign loans to be recorded in Vietnamese Dong (but disbursed and repaid in foreign currency). In such case, the foreign lender may record such a loan as a Vietnamese Dong loan.

New Law on Electronic Transactions

On 22 June 2023, the National Assembly passed the new Law on Electronic Transactions No. 20/2023/QH15 dated 22 June 2023 ("LOET"). The LOET will replace the current Law on Electronic Transactions that was enacted in 2005. It will take effect from 1 July 2024.

The LOET prescribes more detailed regulations concerning the use of electronic signatures in Vietnam. However, what remains unclear in the LOET is the extent to which common means of indicating assent (e.g. use of scans or images of wet signatures) or digital signatures (e.g. DocuSign) will be recognised in Vietnam.

The LOET also prescribes specific obligations for administrators of information systems that serve electronic transactions, including digital platforms. These include reporting requirements to the Ministry of Information and Communication.

For more information, click here to read our Legal Update.

New Law on Consumer Rights Protection

On 20 June 2023, the National Assembly of Vietnam passed the new Law on the Protection of Consumer Rights ("LPCR"). The LPCR will replace the current Law on the Protection of Consumer Rights that was enacted in 2010. It will take effect from 1 July 2024.

The LPCR was developed to track existing consumer transaction trends, with a focus on online transactions. As such, it introduces specific trader obligations and consumer rights regarding, among others, consumer information and transactions undertaken on digital platforms.

The LPCR also broadens protections to certain classes of vulnerable consumers, as well as increases the role that "social organisations" play in consumer protection.

It is made clearer in the LPCR that it will have extraterritorial effect, meaning both foreign and Vietnam-based traders will be expected to comply with its provisions.

For more information, click here to read our Legal Update.

Please note that whilst the information in this Update is correct to the best of our knowledge and belief at the time of writing, it is only intended to provide a general guide to the subject matter and should not be treated as a substitute for specific professional advice.

Regional Round-Up

Issue 3 - Jul/Aug/Sep 2023

CAMBODIA

CHINA

INDONESIA

LAO PDR

MALAYSIA

MYANMAR

PHILIPPINES

SINGAPORE

THAILAND

VIETNAM

Notification on Request for Foreign Employee Quota for 2024

New Regulations on FinTech Regulatory Sandbox in Non-Banking Financial Services Sector

Prakas on the Issuance of Fund Units of Collective Investment Scheme

Singapore and Cambodia to Collaborate on Creation of Financial Transparency Corridor to Support SMEs

Cambodia's Law on Competition and Relevant Implementation Regulations

Sub-Decree on the Implementation of Law on Investment

China Issues Draft Regulation to Ease Cross-Border Data Transfer Burden

China Issues Third Draft of Amendments to PRC Company Law

China's First Generative AI Provisional Measures Come Into Force

Indonesia’s Carbon Exchange is Here. What Do Businesses Need to Know?

Singapore and Indonesia Sign MOU to Bolster Cross-border Electricity

Malaysia, Indonesia and Thailand Sign Memoranda of Understanding to Extend Use of Local Currencies for Bilateral Transactions

Latest Developments in the Indonesian Crypto Market: Indonesian Crypto Ecosystem Comes Full Circle

Indonesia Requires Exporters to Retain 30% of Earnings from Export of Natural Resources Domestically

IDX Tightens Supervision on Listed Companies as it Introduces Watchlist Board

Refresher on Government Regulation for IP-Based Financing Scheme

Notice on List of Goods Requiring Import-Export Registration

Notice on Minimum Wage Increase

Notice on Determining the Limits of Electronic Money Services

Key Highlights of Non-Infringement Decision for Delivery Hero/Foodpanda

Malaysia's National Energy Transition Roadmap

Malaysia, Indonesia and Thailand Sign Memoranda of Understanding to Extend Use of Local Currencies for Bilateral Transactions

The AIAC's Arbitration Rules 2023: A Summary of Key Changes

Updates on the Upcoming Draft Cybersecurity Bill

Securities Commission Malaysia Issues New Guidelines on Technology Risk Management

DICA Announcement: Important Guidelines for MyCO System Users

Mandatory Registration for Online E-Commerce Businesses by 21 January 2024

Central Bank of Myanmar Lowers Mandatory Conversion of Export Earnings to Myanmar Kyats

Revocation for Advance Payment Requirement on Export Earnings

Securities and Exchange Commission Amends Annex C of Rule 12 of Securities Regulation Code

Financial Sector Forum Releases Proposed Philippine Sustainable Finance Taxonomy Guidelines for Public Consultation

Mandatory Conduct of Competitive Selection Process for Procurement of Power Supply by Distribution Utilities Takes Effect

BSP Issues New Guidelines for UTIF Benchmarks

IPOPHL to Adopt Cloud Computing Strategies for IP Registration Services

Proposed Guidelines for Accreditation of IPOPHL Mediators Up for Public Consultation

Singapore and Indonesia Sign MOU to Bolster Cross-border Electricity Trade

Launch of Intangibles Disclosure Framework – Helping Enterprises Commercialise Intangibles

Singapore and Vietnam Deepen Collaboration with New Partnerships

New Mechanisms, Shortened Timelines: SIAC Consults on Draft Seventh Edition of SIAC Rules

Singapore Court Grants Sanction of Scheme of Arrangement Between a Crypto Company and its Users, the First Ever in the Crypto Space to Take Effect in Singapore

MTI Seeks Feedback on ASEAN Trade in Goods Agreement (ATIGA)

Singapore and Cambodia to Collaborate on Creation of Financial Transparency Corridor to Support SMEs

Proposed Mandatory Climate Reporting for Listed Issuers and Large Non-Listed Companies

TCCT's 2024 Vision: Regulating E-Commerce, Strengthening Oversight, and Legal Revisions

New Personal Income Tax Rules for Foreign Income

Personal Data Protection Committee Establishes Criteria for Appointment of Data Protection Officer

CP-Tesco Merger

Malaysia, Indonesia and Thailand Sign Memoranda of Understanding to Extend Use of Local Currencies for Bilateral Transactions

Certain Digital Platform Service Providers Required to Notify Users of T&Cs by 3 January 2024

New Work Permit Rules under Decree 70/2023/ND-CP

Singapore and Vietnam Deepen Collaboration with New Partnerships

New Regulations on Foreign Lending under Circular 08/2023/TT-NHNN

New Law on Electronic Transactions

New Law on Consumer Rights Protection