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On 1 February 2019, The Stock Exchange of Hong Kong Limited (Exchange) released conclusions on its Consultation Paper on Proposed Changes to Documentary Requirements relating to Listed Issuers and Other Minor Rule Amendments issued in November 2017.
The Exchange decided to implement most of the proposals in the consultation paper. The amendments to the Listing Rules will come into effect on 1 March 2019.
Listed issuers and their directors and supervisors (in the case of PRC issuers) should note the following key changes:
Directors’ and supervisors’ personal and contact details
Directors’ and supervisors’ declaration and undertaking
Filing requirements relating to issues of securities
– a copy of the HKSCC written notification stating the new class of securities will be Eligible Securities (to be submitted on or before the date of issue of the listing document)
– a copy of the letter from the Registrar of Companies confirming the registration of the prospectus (to be submitted as soon as after the registration of the prospectus)
– a certified copy of the notice given under Division 4, Part 13 of the Companies Ordinance (“Compulsory Acquisition after Takeover Offer”) (to be submitted before dealings commence)
– a certified copy of the court order and of any certificate of registration for capital reduction, scheme of arrangement or other similar proposal (to be submitted before dealings commence)
– (for PRC issuers only) a certified copy of the document from the State Council Securities Policy Committee (or other PRC authority) approving the issue of securities (to be submitted on or before the date of issue of the listing document); and
– (for GEM issuers only) Company Information Sheet.
The above amended filing requirements will apply to issues of securities announced by listed issuers on or after 1 March 2019.
Notification to the Exchange
– board meeting notice under Main Board Rule 13.43 (or GEM Rule 17.48);
– any important change in the holding of an executive office under Main Board Rule 13.51(2) (or GEM Rule 17.50(2));
– any change in information required to be disclosed under Main Board Rule 13.51(2)(h) to (v) (or GEM 17.50(2)(h) to (v)) during the term of a director, supervisor or chief executive; and
– any notifiable transaction.
Other changes to the Main Board Rules
The Main Board Rules will be amended:
Other changes to the GEM Rules
The GEM Rules will be amended to align the formal reporting requirements relating to profit forecasts with those of the Main Board Rules (i.e. applicable only to listing documents or an announcement or circular elating to a notifiable or connected transaction or an issue of securities).
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