Continuing Obligations and Fees 
05/03/2015 
 

Once listed, a listed issuer and its directors will face various continuing obligations. The Listing Rules cover such obligations the major ones of which are set out below.

Main Board

GEM

Continuing Obligations

Our Listing Rules set out certain of the continuing obligations which an issuer is required to observe once its securities have been listed on our Exchange. Major areas covered include:

1.

General obligations of disclosure including those relating to the disclosure of information necessary to avoid a false market in the issuer’s securities and inside information under Part XIVA of the Securities and Futures Ordinance (see "Disclosure to Avoid False Market" below).

2.

Response to enquiries made of the issuer by the Exchange concerning unusual movements in the price or trading volume of its listed securities, the possible development of a false market in its securities, or any other matters.

3.

Compliance with the prescribed minimum percentage of listed securities in public hands at all times.

4.

Pre-emptive rights, being circumstances under which the directors of the listed issuer must obtain the consent of shareholders in general meeting prior to allotting, issuing or granting securities.

5.

Arrangements for annual general meetings and board meetings.

6.

Disclosure of financial information (see "Financial Disclosure" below).

7.

Notification to the Exchange of changes with regard to a listed issuer's memorandum or articles of association or equivalent documents, its directorate or supervisory committee, rights attaching to any class of listed securities, auditors or financial year end, its secretary or registered address.

8.

Submission to the Exchange of draft circulars and other documents for review, as required under Main Board Rules 13.52(1) and (2) and GEM Rules 17.53(1) and (2).

9.

Trading and settlement arrangements.

10.

Directors' dealings, service contracts, nomination and contact information.

 

For details, please see Chapter 13 of the Main Board Listing Rules on Continuing Obligations

For details, please see Chapter 17 of the GEM Listing Rules on Continuing Obligations

 

Corporate Governance

Our Exchange advocates the adoption of high corporate governance standards and encourages and/or requires listed issuers to ensure they have adequate and effective systems of internal control covering financial and compliance matters.

1. Independent Non-Executive Directors

a.

Issuers are required to appoint at least three independent non-executive directors.   At least one-third of the issuer’s board must be independent non-executive directors.

b.

At least one of the independent non-executive directors must have appropriate professional qualifications or accounting or related financial management expertise.

2. Audit Committee

a.

Issuers must establish an audit committee comprising non-executive directors only.

b.

The audit committee must have a minimum of three members, at least one of whom is an independent non-executive director with appropriate professional qualifications or accounting or related financial management expertise.

c.

The majority must be independent non-executive directors and chaired by an independent non-executive director.

3. Remuneration Committeee

a.

Issuers must establish a remuneration committee comprising a majority of independent non-executive directors.

b.

The remuneration committee must be chaired by an independent non-executive director.

4. Corporate Governance Code

The Listing Rules set out the principles of good corporate governance and two levels of recommendations: (a) code provisions; and (b) recommended best practices.

 

For details, please see Chapter 3 of the Main Board Listing Rules on Authorised Representatives, Directors, Board Committees and Company Secretary and Appendix 14 of the Main Board Listing Rules on Corporate Governance Code and Corporate Governance Report

For details, please see Chapter 5 of the GEM Listing Rules on Directors, Company Secretary, Board Committees, Authorised Representatives and Corporate Governance Matters and Appendix 15 of the GEM Listing Rules on Corporate Governance Code and Corporate Governance Report

 

Compliance Officer

No provisions in the Main Board Listing Rules

One of the GEM issuer's executive directors must be designated as a compliance officer to ensure that the company complies with the GEM Listing Rules and other relevant laws and regulations, and to respond promptly and efficiently to enquiries from the Exchange.

Disclosure of Use of Proceeds

Main Board issuers are required to disclose in their annual report how they have applied the proceeds raised in the share offering.

GEM issuers are required to publish a detailed statement (in their annual and half-yearly accounts for the two financial years after listing) as to their progress against the statement of business objectives as set out in their listing documents.

Disclosure to Avoid False Market

Listed issuers are required to keep investors and the public fully informed of material factors which might affect their interests.

Where in the view of the Exchange there is or there is likely to be a false market in an issuer’s securities, the issuer must, as soon as reasonably practicable after consultation with the Exchange, announce the information necessary to avoid a false market in its securities.

The issuer must respond promptly to the Exchange’s enquiries concerning unusual movements in the price or trading volume of its listed securities, or the possible development of a false market in its securities. 

For details, please see presentation materials on Issuers’ Continuing Obligation to Disclose Inside Information.

  

Financial Disclosure

Timing

In order to protect investors and to promote higher standards of financial reporting so that investors are able to make informed investment decisions, listed issuers are required to publish their financial results on a timely basis.

 

Main Board issuers must publish:

a.

annual reports not later than 4 months; and

b.

half-yearly reports not later than 3 months

after the date upon which the financial period ended.

GEM issuers must publish:

a.

annual reports not later than 3 months; and

b.

half-yearly reports not later than 45 days; and

c.

quarterly reports not later than 45 days

after the date upon which the financial period ended.

Content

The Listing Rules set out the minimum financial information that a listed issuer shall include in its preliminary announcement of results, interim reports, annual reports, listing documents and circulars in relation to equity securities.

 

For details, please see Chapter 4 and Appendix 16 of the Main Board Listing Rules for Main Board companies

For details, please see Chapter 7 and Chapter 18 of the GEM Listing Rules for GEM companies

Restrictions on Disposal of Shares

The Exchange imposes certain restrictions on the disposal of shares by Controlling Shareholders following a company's new listing. Essentially, any person regarded as a Controlling Shareholder at the time of listing shall not:

a.

dispose of his shares in the listed issuer in the period commencing on the date by reference to which disclosure of the shareholding of the Controlling Shareholder is made in the listing document and ending on the date which is six months from the date on which dealings in the securities of a new applicant commence on the Exchange; or

b.

dispose of his interest in the issuer if such disposal would result in him ceasing to be a Controlling Shareholder in the period of six months commencing on the date on which the period referred to above expires.

Controlling Shareholder(s) of a new applicant must undertake to the issuer and the Exchange to disclose any pledge/charge of any securities beneficially owned by him/them in favour of an authorised institution that was made within the period commencing on the date by reference to which disclosure of the shareholding of the Controlling Shareholder(s) is made in the listing document and ending on the date which is 12 months from the date on which dealings in the securities of a new applicant commence on the Exchange.

For details, please refer to Main Board Listing Rule 10.07 For details, please refer to GEM Listing Rules 13.16A and 13.19

 

 

Issue of New Shares

The Exchange does not permit further issues of shares or securities convertible into equity securities of a listed issuer within 6 months of listing except for:

1.

the issue of shares pursuant to a share option scheme under Chapter 17 of the Main Board Listing Rules and Chapter 23 of the GEM Listing Rules;

2.

the exercise of conversion rights attaching to warrants issued as part of the initial public offering;

3.

any capitalisation issue, capital reduction or consolidation or sub-division of shares;

4.

the issue of shares or securities pursuant to an agreement entered into before the commencement of dealing and disclosed in the issuer's listing document; and

5.

the issue of shares or securities to be traded on the Main Board by a listed issuer that has successfully transferred its listing from GEM to the Main Board under Chapter 9A.

6.

for GEM issuers, the issue, among other things:

a.

for the purpose of an acquisition of assets which would complement the listed issuer's business and the acquisition does not constitute a major (or above) transaction; and

b.

does not result in a controlling shareholder of the listed issuer ceasing to be a controlling shareholder after the issue.

For details, please refer to Main Board Listing Rule 10.08

For details, please refer to GEM Listing Rule 17.29

 

Notifiable Transactions

Our Listing Rules set out various categories of notifiable transactions, the classification of which is determined by comparing the size of a transaction with the size of the issuer proposing to enter into the transaction. The thresholds for categorising notifiable transactions under the percentage ratios are summarised as follows:

Transaction Type

Assets ratio

Consideration ratio

Profits ratio

Revenue ratio

Equity capital ratio(Note 1)

Share transaction

Less than 5%

Discloseable transaction

5% or more but less than 25%

Major transaction(disposal)

25% or more but less than 75%

N/A

Major transaction (acquisition)

25% or more but less than 100%

Very substantial disposal

75% or more

N/A

Very substantial acquisition

100% or more

 

Note 1:

The equity capital ratio relates only to an acquisition (and not a disposal) by a listed issuer issuing new equity capital.

Note 2:

In the case of a transaction involving both an acquisition and a disposal, the transaction will be classified by reference to the larger of the acquisition or disposal.

The table below summarises the notification, publication and shareholders' approval requirements which will generally apply to each category of notifiable transaction:

 

Notification to the Exchange

Announcement

Circular to Shareholders

Shareholders' Approval

Accountants' Report

Share transaction

Yes

Yes

No

No (Note 1)

No

Discloseable transaction

Yes

Yes

No

No

No

Major transaction

Yes

Yes

Yes

Yes (Note 2)

Yes(Note 3)

Very substantial disposal

Yes

Yes

Yes

Yes (Note 2)

No (Note 5)

Very substantial acquisition

Yes

Yes

Yes

Yes (Note 2)

Yes (Note 4)

Reverse takeover

Yes

Yes

Yes

Yes (Notes 2&6)

Yes (Note 4)

 

Note 1:

No shareholders' approval is necessary if the consideration shares are issued under a general mandate.

Note 2:

Any shareholder and his close associates must abstain from voting if such shareholder has a material interest in the transaction.

Note 3:

For acquisitions of businesses and/or companies only. The accountants' report is for the 3 preceding financial years on the business, company or companies being acquired.

Note 4:

An accountants' report for the 3 preceding financial years on any business, company or companies being acquired is required.

Note 5:

A listed issuer may at its option include an accountants’ report (see note 1 to Main Board Listing Rule 14.68(2)(a)(i), and GEM Listing Rule 19.68(2)(a)(i)).

Note 6:

Approval of the Exchange is necessary.

 

For details, please see Chapter 14 of the Main Board Listing Rules on Notifiable Transactions For details, please see Chapter 19 of the GEM Listing Rules on Notifiable Transactions

Reverse Takeover

Main Board Rule 14.06(6) / GEM Rule 19.06(6) defines a RTO to be an acquisition (or series of acquisitions) which constitute, in the opinion of the Exchange, an attempt to achieve a listing of the assets to be acquired and a means to circumvent the requirements for new applicants. This is a principle based test.

Main Board Rules 14.06(6)(a) and (b) / GEM Rule 19.06(6)(a) and (b) also set out two specific forms of RTO, and refers to: (a) an acquisition (or series of acquisitions) which constitute a very substantial acquisition where there is or which will result in a change in control of the issuer (as defined in the Takeovers Code); or (b) an acquisition (or acquisitions) from the incoming shareholder or his associate(s) within 24 months of the incoming shareholder gaining control, which individually or together constitute a very substantial acquisition. These are the bright line tests and refer to specific forms of reverse takeovers involving a change of control of the issuer.

The Exchange will treat a listed issuer proposing a reverse takeover as if it were a new applicant. The enlarged group or the assets to be acquired must be able to meet the requirements of Main Board Listing Rule 8.05 or GEM Listing Rule 11.12A and the enlarged group must be able to meet the basic conditions for listing.

For details, please see Main Board Listing Rule 14.06(6) and guidance letter on reverse takeover requirements For details, please see GEM Listing Rule 19.06(6) and guidance letter on reverse takeover requirements.

 

Connected Transactions

Connected Transactions (as defined in Main Board Listing Rules  14A.25, 14A.26 and 14A.28/ GEM Listing Rules 20.23, 20.24 and 20.26) are subject to the same percentage ratios (although the profit ratio does not apply to connected transactions) as those used to classify notifiable transactions. Our Listing Rules set out the following de minimis thresholds for connected transactions which are exempt from the requirements of reporting, announcement and/or independent shareholders' approval:

Based on the percentage ratios used for classifying notifiable transactions

De minimis threshold for exemption from reporting, announcement and independent shareholders' approval requirement

A connected transaction on normal commercial terms where each of the percentage ratios (except the profits ratio) is:

1.  less than 0.1%; or

2.  less than 1% for transactions with persons connected only at the subsidiary level; or

3.  less than 5% and the consideration is less than HK$3 million.

De minimis threshold for exemption from independent shareholders' approval requirement

A connected transaction on normal commercial terms where each of the percentage ratios (except the profits ratio) is:

1.  less than 5%; or

2.  less than 25% and the consideration is less than HK$10 million.

Exemptions from the connected transaction requirements are also available for, among others, transactions with persons connected with an issuer’s insignificant subsidiaries (Main Board Listing Rule 14A.09 / GEM Listing Rule 20.08) and connected persons at the subsidiary level (Main Board Listing Rule 14A.101 / GEM Listing Rule 20.99).

For details, please see Chapter 14A of the Main Board Listing Rules on Connected Transactions For details, please see Chapter 20 of the GEM Listing Rules on Connected Transactions

 

Securities Transactions by Directors

The Listing Rules set a required standard against which directors of listed issuers must measure their conduct regarding securities dealings. Absolute prohibitions include, but are not limited to, the following provisions:

1.

A director must not deal in any of the securities of the listed issuer at any time when he is in possession of inside information in the relation to those securities.

2.

A director must not deal in the securities of a listed issuer when, by virtue of his position as a director of another listed issuer, he is in possession of inside information in the relation to those securities.

3.

A director must not deal in any of the securities of the listed issuer (unless the circumstances are exceptional) on any day on which its financial results are published; and

(a)

during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the financial year up to the publication of the results; and

(b)

during the period of 30 days immediately preceding the publication date of quarterly results (if any) and half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication date of the results.

For details, please see Appendix 10 of the Main Board Listing Rules on Model Code for Securities Transactions by Directors of Listed Issuers For details, please see Chapter 5 of the GEM Listing Rules on Directors, Secretary and Corporate Governance Matters