[ 本內容只備有英文及簡體中文版 ]

On 7 August 2020, The Stock Exchange of Hong Kong Limited (Exchange) published a consultation paper on proposed changes in respect of the Exchange’s disciplinary regime.

The proposals have a particular emphasis on strengthening the Exchange’s powers to hold accountable, and impose appropriate sanctions on, individuals responsible for misconduct and breaches of the Listing Rules.

Key proposals are summarised below:

Proposed enhancements to existing disciplinary sanctions and introduction of a new sanction

Current sanctions Proposed changes
Reputational sanctions
Private reprimand Enhance by enabling publication of the substance (without disclosing the identity of the parties)
Public statement involving criticism


Public censure
Public statement that the retention of office by the director is prejudicial to the interests of investors (PII statement) Enhance by:

  • lowering existing thresholds of “wilful” or “persistent” failure – enabling the PII Statement to be made where the occupying of office may cause prejudice to the interests of investors
  • applying to former and current directors and senior management (Note) members of named listed issuers and their subsidiaries


The Exchange proposes to define the term “senior management” for disciplinary purposes to include:

  • any person occupying the position of chief executive, supervisor, company secretary, chief operating officer or chief financial officer, by whatever name called
  • any person who performs managerial functions under the directors’ immediate authority
  • any person referred to as senior management in the listed issuer’s corporate communication or any other publications on the Exchange’s website or on the listed issuer’s website
  Introduction of a new sanction:

Public statement that in the Exchange’s opinion a director is unsuitable to occupy a position as director or within senior management of a named listed issuer or any of its subsidiaries, in the case of serious or repeated failure by a director to discharge his responsibilities under the Listing Rules (Director Unsuitability Statement)

Remedial sanctions
Suspension or cancellation of listing as follow-on action if individual subject to PII Statement remains in office of the specific issuer Enhance by including denial of facilities of the market as follow-on action

It is also proposed that, after a PII Statement with follow-on actions has been made against an individual, the listed issuer identified in the statement must include a reference to the PII Statement in all of its announcements and corporate communications, unless and until that individual is no longer a director or senior management member of the relevant listed issuer.

The other listed issuers of which the individual is a director are required to announce the PII Statement as soon as practicable. Any other listed issuers which appoint the individual as a director are required to disclose in the appointment announcement that the director is subject to a PII Statement.

The above will also apply in respect of a Director Unsuitability Statement, but only against the listed issuer named in the statement.

Denial of facilities of the market Enhance by:

  • removing existing thresholds of “wilful’ or “persistent” failure to discharge responsibilities
  • extending the scope of the sanction to require a listed issuer to fulfil specified conditions (e.g. to remedy the breach) – rather than merely wait for a specified period to lapse
Suspension or cancellation of listing


Rectification or remedial sanctions
Ancillary or operational sanctions
Ban on professional advisers Enhance by extending the ban to cover representation of any or a specified party
Report the offender’s conduct to another regulatory authority


Take such other action asappropriate


Relevant parties who may be subject to disciplinary actions

Proposed new parties

The Exchange proposes to expand the disciplinary regime to new parties, including:

  • employees of professional advisers of listed issuers and their subsidiaries;
  • guarantors of structured products;
  • guarantors for an issue of debt securities; and
  • parties who give an undertaking to, or enter into an agreement with, the Exchange.

Express obligations on professional advisers

The Exchange proposes to include the following express obligations on professional advisers when acting in connection with Listing Rule matters:

  • to use all reasonable efforts to ensure that their clients understand and are advised as to the scope of and their obligations under the Listing Rules; and
  • not to knowingly provide information to the Exchange which is false or misleading in a material particular.

Additional circumstances where disciplinary sanctions can be imposed

Secondary liability for Listing Rule breaches

The Exchange proposes to introduce secondary liability for Listing Rule breaches in circumstances where the Exchange determines the person “has caused by action or omission or knowingly participated in a contravention of the Listing Rules”. These persons may include, among others, CFO, COO, company secretary, substantial shareholders and financial advisers.

Failure to comply with requirements imposed by the Listing Division, the Listing Committee or the Listing Review Committee

The Exchange proposes to include an explicit provision permitting the imposition of a sanction in circumstances where there has been a failure to comply with a requirement imposed by the Listing Division, the Listing Committee or the Listing Review Committee of the Exchange, and that sanctions may be imposed on all relevant parties through secondary liability where a party has failed to comply with a requirement imposed by the Listing Division, the Listing Committee or the Listing Review Committee.

Duty to provide accurate, complete and up-to-date information when responding to the Exchange’s enquiries or investigations

The Exchange proposes to explicitly provide in the Listing Rules the obligation to provide complete, accurate and up-to-date information when interacting with the Exchange in respect of its enquiries or investigations.

Consultation will end on 9 October 2020.

[ 簡體版 ]





相关董事继续留任将会损害投资者的权益的公开声明(损害投资者利益声明)加强措施如下:   将现行发出声明的门坎(「故意或持续不履行职责」)降低 – 包括只要相关人士继续留任可能会损害投资者权益,便能作出损害投资者权益声明; 适用于所述上市发行人及其附属公司的前任及现任董事及高级管理阶层(见下述附注)成员 附注: 联交所建议就纪律处分事宜界定「高级管理阶层」的定义应包括以下各项: 担任行政总裁、监事、公司秘书、营运总监或财务总监的任何人士(不论以任何职称担任) 在董事直接权限下执行管理职能的任何人士 任何于联交所网站或上市发行人的网站登载的公司通讯或其他数据中被指为高级管理阶层成员
 新增一项纪律制裁:   若董事严重违反或重复不履行其根据《上市规则》应尽的责任,联交所认为相关董事不适合担任所述上市发行人或其任何附属公司的董事或高级管理阶层成员的公开声明(董事不适合性声明
作为跟进行动,损害投资者权益声明所指人士若仍在涉事发行人留任,将有关发行人停牌或取消其上市地位加强:增加禁止发行人使用市场设施作为跟进行动   联交所也建议,在联交所针对个别人士作出附带跟进行动的损害投资者权益声明后,声明中所述的上市发行人的所有公告和公司通讯中均必须提及损害投资者权益声明,除非及直至该人士不再是该相关上市发行人的董事或高级管理阶层成员为止。 如有关人士还担任其他上市发行人的董事,则该等上市发行人必须在切实可行的范围内,尽快公布损害投资者权益声明。任何其他委任该人士为董事的上市发行人,均须在委任公告中披露该董事被联交所发出损害投资者权益声明。 该等跟进行动及公布规定亦同样适用于董事不适合性声明,但只适用于声明中所述上市发行人。
禁止使用市场设施加强措施如下:   降低现行门坎,取消「故意或持续不履行」的要求 扩大制裁范围,要求上市发行人必须符合指定条件(例如对违规作出补救),而不是纯粹等待指定期间结束




  • 上市发行人或其任何附属公司的专业顾问的雇员;
  • 结构性产品的担保人;
  • 债务证券的担保人;及
  • 向联交所作出承诺或与联交所订立协议的有关方。



  • 尽一切合理努力确保其客户明白《上市规则》的范畴及客户在《上市规则》下的责任,并向其提供此方面的意见;及
  • 不得在知情的情况下向联交所提供任何在要项上属虚假或具误导性的资料。











Portfolio Builder

Select the 本行服務 that you would like to download or add to the portfolio

Download    Add to portfolio   
職務 Type CV 電郵

Remove All


Click here to share this shortlist.
(It will expire after 30 days.)