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
- Former names and alias (if any) of listed issuers’ directors and supervisors will need to be disclosed in appointment announcements, annual reports and listing documents of the issuers.
- Directors and supervisors of listed issuers will be required to, as soon as reasonably practicable after their appointment, provide their contact details to the Exchange in a prescribed form (FF002), containing their telephone and mobile phone numbers, email addresses (if available), facsimile numbers (if available) and correspondence addresses. Existing directors and supervisors of listed issuers are required to submit their contact details to the Exchange as soon as possible and in any event no later than 31 March 2019.
Directors’ and supervisors’ declaration and undertaking
- In the consultation paper, the Exchange proposed to remove the requirement for new directors and supervisors of listed issuers to execute and lodge declaration and undertaking in the prescribed forms (DU Forms). In light of dissenting views and in view of the Exchange’s intention to review its disciplinary powers and sanctions, it decided to retain the DU Forms (including the requirements for solicitor’s and sponsor’s certification).
- The DU Forms will be amended to: (a) require supervisors to provide information to the Exchange and to cooperate in the Exchange’s investigation (in the same way as currently required for directors); and (b) remove inconsistencies in certain provisions in the DU Forms under the Main Board Rules and the GEM Rules.
Filing requirements relating to issues of securities
- A listed issuer will no longer be required to submit a declaration and a certified copy of its board resolutions to the Exchange each time when it issues new securities. Instead, the issuer would be required to make a confirmation in the relevant next day disclosure return (see the amended form: FF304M / FF304G) and/or monthly return (see the amended form: FF301M / FF301G) that the issue of securities has been duly authorized by the board and any pre-conditions and requirements relating to the issue of securities have been fulfilled.
- The existing filing requirements for the following documents will be removed:
- 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
- Given that listed issuers are required to publish announcements on the Exchange’s website in respect of the following matters, they will no longer be required to make a separate 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:
- to require listed issuers to announce any changes to their own website addresses;
- to clarify that the Exchange may grant a waiver from the minimum profit requirement for the remaining business under a spin-off proposal where the issuer’s failure to meet such requirement is due solely to a significant market downturn; and
- to make it clear that listed issuers are required to announce (and not only inform the Exchange) certain specific matters, including information relating to appointment of a liquidator or presentation of a winding up petition, insufficient public float, or listing of securities on any other stock exchange.
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).