ANNOUNCEMENT
REDUCTION IN PRINTING REQUIREMENTS AND RELATED MATTERS
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We have amended the Main Board Listing Rules and GEM Listing Rules with the aim of reducing the volume of printed documents generated by issuers as a result of compliance with the rules.
The amendments are principally as follows:
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while all listing documents published by a new applicant must be in printed form, a new applicant may, to the extent permitted under applicable laws and regulations and its own constitutional documents, make additional copies available to the public in electronic format on CD ROM. In addition, a Main Board new applicant may, and a GEM new applicant which has its own website must, make additional copies available to the public in electronic format through publication of the listing document on its own website;
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in the case of GEM, documents published on an issuer's website must remain there for at least 5 years from the date of first publication and, in the case of the Main Board, a corporate communication of a listed issuer or a listing document of a new applicant made available on the website of the listed issuer or new applicant must remain there for at least 5 years from the date of first publication;
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Main Board and GEM issuers are to submit to the Exchange within a certain time frame a soft copy of all listing-related corporate communications for publication on HKEx's website or the GEM website (as the case may be).
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BACKGROUND
The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Main Board Listing Rules") and the Rules Governing the Listing of Securities on the Growth Enterprise Market ("GEM") of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules", together with the Main Board Listing Rules, the "Listing Rules") have been amended with the aim of reducing the volume of printed documents generated by issuers as a result of compliance with the Listing Rules.
Upon implementation of these amendments, Main Board and GEM issuers will, broadly speaking, be subject to similar requirements in this area.
AMENDMENTS
Corporate Communications to holders of securities
Existing requirements
The Listing Rules provide for various corporate communications, principally annual and interim reports, listing documents, circulars and notices of meetings, to be sent by listed issuers to holders of securities.
The Listing Rules did not provide for any corporate communications to be sent to holders of the issuer's securities using electronic means. Furthermore, the Listing Rules generally require corporate communications to be in both English and Chinese.
Amendments
As to form:
The Listing Rules have been amended so as to allow listed issuers to send or otherwise make available corporate communications to holders of securities using electronic means with their prior approval if this would be allowed under applicable laws and regulations and the listed issuers' own constitutional documents. In addition, listed issuers which choose to make available corporate communications using electronic means will be required to comply with a standard which is no less onerous than that imposed from time to time in this regard under Hong Kong law, irrespective of their place of incorporation.
A corporate communication may be sent or otherwise made available by a listed issuer to a holder of its securities using electronic means only where the listed issuer has previously received from that holder an express, positive confirmation in writing that the holder wishes to receive or otherwise have made available to the holder the corporate communication by the means and in the manner proposed by the listed issuer.
A listed issuer making available corporate communications to holders of its securities using electronic means must afford holders the right at any time by reasonable notice in writing to change their choice and must set out in each such corporate communication the steps for notifying the listed issuer of any such change together with a statement expressly informing holders that:
Corporate communications which a listed issuer has made available to holders of its securities by publication on its own website must remain there on a continuous basis for at least 5 years from the date of first publication.
Appendix 3 of the Listing Rules required all listed issuers to include in their articles of association or equivalent document a provision that a printed copy of the directors' report, accompanied by the balance sheet (including every document required by law to be annexed thereto) and profit and loss account or income and expenditure account, shall, at least 21 days before the date of the general meeting, be delivered or sent by post to the registered address of every member. Although the word "printed" has now been deleted from this requirement, a listed issuer wishing to send such documents using electronic means to any member will first need to amend its articles or equivalent document.
As to language:
The Listing Rules have now been amended to permit all corporate communications to be sent in either English or Chinese only, subject to certain conditions.
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A listed issuer may, where it has made adequate arrangements to ascertain whether or not a holder of its securities wishes to receive the English language version only or the Chinese language version only and to the extent permitted under applicable laws and regulations and the listed issuer's own constitutional documents, send the English language version only or the Chinese language version only of the corporate communication (in accordance with the holder's stated wish) to the holder concerned.
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Any arrangement by the listed issuer to ascertain a holder's wish must afford the holder the choice of receiving the English language version only, the Chinese language version only or both the English language version and the Chinese language version of the corporate communication.
The Listing Rules set out certain guidelines as to what the Exchange considers to be adequate arrangements of a listed issuer to ascertain the choice of language of holders of its securities. When ascertaining the choice of language, a listed issuer will need to inform holders of the deadline for making known their choice as well as the default arrangements put in place in the event the listed issuer does not receive any response by the deadline.
A listed issuer sending the English language version only or the Chinese language version only of a corporate communication to holders of its securities must afford holders the right at any time by reasonable notice in writing to change their choice of language. The listed issuer must set out in each such corporate communication the steps for notifying the listed issuer of any such change together with a statement expressly informing holders that they may at any time change their minds.
The word "contain" is also being replaced with the words be "accompanied by" in certain places in the Listing Rules (e.g. "must be in the English language and contain a Chinese translation" is being replaced by "must be in the English language and be accompanied by a Chinese translation") so as to make it clear that the second-mentioned document does not physically have to form part of the same document as the first-mentioned document.
Delivery of copies in printed form of certain documents to the Exchange
Existing requirements
The Listing Rules provide for multiple copies in printed form of a listing document and the relative application form, circular, directors' report and accounts to be delivered to the Exchange in various circumstances. The prescribed number of copies varied from rule to rule.
Amendments
The required number of copies has been reduced to 25 copies.
Issue of listing documents
Existing requirements
The GEM Listing Rules required all listing documents to be in printed form, while there was no such specific requirement in the Main Board Listing Rules.
Amendments
The amendments referred to above permitting the sending of corporate communications using electronic means will cover all corporate communications, including listing documents, but only if issued by a listed issuer, not a new applicant.
The Listing Rules have been amended to the effect that, while all listing documents published by a new applicant must be in printed form, a new applicant may, to the extent permitted under applicable laws and regulations and the new applicant's own constitutional documents, make additional copies available to the public in electronic format on CD ROM. In addition, a Main Board new applicant may, and a GEM new applicant which has its own website must, make additional copies available to the public in electronic format through publication of the listing document (together with the relative application form) on its own website on a continuous basis for at least 5 years from the date of first publication.
In all cases, the listing document must still be available in printed form.
The new applicant must ensure that any supplemental listing documents or subsequent amendments to the listing document are also made available in both printed form and electronic format (using the same method(s) as was/were used when the main or first listing document was published). Also, the CD ROM and/or the page on the new applicant's own website where additional copies of the listing document and relative application form are made available must include a confirmation that the contents of the listing document and relative application form in electronic format are identical with the contents of the listing document and application form in printed form and a confirmation that the listing document and relative application form are also available in printed form and addresses of the locations where they are available.
Publication on GEM issuer's own website - minimum period
Existing requirements
The GEM Listing Rules require a GEM issuer to publish on its own website (if any) the cleared version (if clearance by the Exchange is required) or the final version (if clearance by the Exchange is not required) of any announcement, notice or other document submitted by the issuer for publication on the GEM website, provided always that publication on its own website may not be effected prior to publication on the GEM website. However, the rule did not specify how long the document should remain on the issuer's website.
Amendments
The GEM Listing Rules have been amended so that the GEM issuer must ensure that any document so published remains available on its website on a continuous basis for at least 5 years from the date of first publication.
In the case of a Main Board issuer, the obligation to keep a document on its website for at least 5 years only arises where, as mentioned above, a listed issuer has used its website to make available corporate communications to holders of its securities and where a new applicant has made available additional copies of its listing document on its website.
Publication requirements of issuers of debt securities
Existing requirements
The GEM Listing Rules provide for certain minimum publication requirements as follows:
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all listing documents, annual reports and accounts, half-year and quarterly reports, and all circulars to shareholders required under the GEM Listing Rules, must be submitted for publication on the GEM website.
As noted above, the GEM Listing Rules also require an issuer to publish on its own website (if any) the cleared or final version of any announcement, notice or other document submitted by the issuer for publication on the GEM website.
Most of these provisions apply only to equity issuers. The publication requirements for issuers of debt securities are not as extensive.
The Main Board Listing Rules make no distinction between equity issuers and other types of issuers as far as publication requirements are concerned.
Amendments
The publication requirements of the GEM Listing Rules for issuers of debt securities have been brought into line with those for equity issuers.
Listing-related corporate communications to be submitted to Exchange for publication on website
Existing Requirements
There was no requirement for an issuer to provide the Exchange with a copy in electronic format of all listing-related corporate communications for publication on HKEx's website or the GEM website (as the case may be).
Amendments
Amendments have been made to the Listing Rules to require Main Board and GEM issuers to submit to the Exchange within a certain time frame a soft copy of all listing-related corporate communications for publication on HKEx's website and the GEM website respectively.
COMING INTO EFFECT
The amendments to the Listing Rules will come into effect on 15 February 2002.
The Main Board Listing Rules (as amended) will be available for viewing on HKEx's website at http://www.hkex.com.hk and the GEM Listing Rules (as amended) will be available for viewing on the GEM website at http://www.hkgem.com from the effective date.
Re-printed pages of the Listing Rules will be distributed in due course.