Inside information
When an issuer is required to disclose inside information under Part XIVA of the Securities and Futures Ordinance, it must also simultaneously announce the information.

Prompt response
An issuer must respond promptly to our enquiries concerning unusual movements in the price or trading volume of its listed securities, or possible development of false market in its securities, or any other matters.

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

For details, please refer to Main Board Listing Rules 13.09 and 13.10 / GEM Listing Rules 17.10 and 17.11.

Timely disclosure
An issuer must publish its periodic financial results in a timely manner to enable investors to make an informed assessment of its financial positions. Under the Rules, it must publish:

1. preliminary annual results and annual reports not later than three months and four months after the financial year ends respectively; and
   
   
2. preliminary interim results and interim reports not later than two months and three months after the financial period ends respectively.

For details, please refer to Main Board Listing Rules 13.46, 13.48(1), 13.49(1) and (6) / GEM Listing Rules 18.03, 18.48A, 18.49, 18.53 and 18.78.

Audit disclaimers and adverse opinions
An issuer must ensure the reliability of its published financial information and resolve audit issues promptly with its auditors. Where an issuer’s auditor has issued, or has indicated that it will issue, a disclaimer of opinion or an adverse opinion relating to issues other than going concern on its financial statements, we will normally require suspension of trading in the issuer’s securities.

For details, please refer to Main Board Listing Rule 13.50A / GEM Listing Rule 17.49B.

Content
Our Rules set out the minimum information that an issuer shall include in its preliminary results, financial reports, listing documents and circulars in relation to equity securities.

For details, please refer to Chapter 4 and Appendix D2 of the Main Board Listing Rules / Chapter 7 and 18 of the GEM Listing Rules and the Guide on Preparation of Annual Report.

We advocate the adoption of high corporate governance standards and encourage and/or require issuers to ensure they have adequate and effective systems of internal control covering financial and compliance matters.

Reporting
Under the Rules, an issuer must:

1. include a corporate governance report in its annual report containing the mandatory disclosure as set out in Part 1 of the Corporate Governance Code as a minimum; and
   
   
2. state whether it has complied with the code provisions set out in Part 2 of the Corporate Governance Code for the relevant accounting period in its annual and interim reports and give considered reasons for any deviation.

For details, please refer to Corporate Governance Practices, the Corporate Governance Code, Main Board Listing Rule 13.89 and paragraph 34 of Appendix D2 to the Main Board Listing Rules / GEM Listing Rules 17.101 and 18.44(2).

We are committed to creating a sustainable regulatory framework by advocating for and introducing robust Environmental, Social and Governance (ESG) standards and regulations.

Reporting
Under the Rules, an issuer must publish its ESG reports at the same time as the publication of its annual reports. The ESG reports must comply with the provisions set out in the ESG Code.

For details, please refer to ESG Academy, the ESG Code and Main Board Listing Rule 13.91 / GEM Listing Rule 17.103.

An issuer must announce its corporate changes, including but not limited to its memorandum or articles of association, directorate, securities rights, auditors, financial year end, secretary or registered address.

For details, please refer to Main Board Listing Rules 13.51 and 13.51B / GEM Listing Rules 17.50 and 17.50B.

As a general principle, all new equity fundraising by an issuer must first be offered to existing shareholders in proportion to their shareholdings, unless the issuer seeks a mandate from shareholders to issue new shares. This seeks to secure equitable treatment for minority shareholders, particularly in circumstances where their legal position may not otherwise afford such protection.

For details, please refer to Main Board Listing Rule 13.36 / GEM Listing Rules 17.39 to 17.42E.

An issuer is required to disclose in its annual and interim reports details of how the proceeds from equity fundraisings have been applied.

For details, please refer to Paragraphs 11(8), 11A and 41A of Appendix D2 to the Main Board Listing Rules / GEM Listing Rules 18.32(8), 18.32A and 18.55A.

Our Rules set out various categories of notifiable transactions, the classification of which is determined by comparing the size of a transaction relative to 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:

Depending on the classification, the transaction is subject to different publication and shareholders’ approval requirements as illustrated below:

For details, please refer to Chapter 14 of the Main Board Listing Rules / Chapter 19 of the GEM Listing Rules.

Our Rules defines a “reverse takeover” as an acquisition or series of acquisitions by an issuer which, in our opinion, constitutes, or is part of a transaction and/or arrangement or series of transactions and/or arrangements which constitutes, an attempt to achieve a listing of the acquisition targets and a means to circumvent the new listing requirements.

1. Principle based test
   This is a qualitative assessment with reference to six assessment factors that we will normally consider in determining whether a transaction, or a series of transactions and/or arrangements, is a reverse takeover. The application of these assessment factors would vary from case to case, depending on the specific circumstances of the issuer.


2. Bright line test
   The reverse takeover Rules also contain two specific forms of reverse takeovers involving a change in control of the issuer and an acquisition or a series of acquisitions of assets from the new controlling shareholder and/or its associates at the time of, or within 36 months of the change in control.

For details, please refer to Main Board Listing Rules 14.06A to 14.06E / GEM Listing Rules 19.06A to 19.06E and our guidance letter HKEX-GL-104-19 on the application of reverse takeover Rules.

Connected transactions refer to any transactions entered into by an issuer with its connected persons, or specified categories of transactions with third parties that may confer benefits on connected persons through their interests in the entities involved. They are subject to written agreement, reporting, announcement, circular (including independent financial advice) and independent shareholders’ approval requirements. Continuing connected transactions are further subject to annual reviews by independent non-executive directors and auditors to ensure that the transactions under the framework agreement were conducted in accordance with the pre-determined pricing policies and agreement terms.

Exemptions from connected transaction requirements are available for transactions that are immaterial to the issuer or specific circumstances where the risk of abuse by connected persons is low, including:

1. Various exemptions for connected transactions which do not exceed de minimis thresholds are summarised as follows:
   
   

   	Based on the percentage ratios used for classifying notifiable transactions (excluding profits ratio)
   De minimis threshold for full exemption	A connected transaction on normal commercial terms where each of the percentage ratios is: less than 0.1%; less than 1% for transactions with person(s) connected only at the subsidiary level; or less than 5% and the consideration is less than HK$3 million.
   De minimis threshold for exemption from circular and independent shareholders' approval requirement	A connected transaction on normal commercial terms where each of the percentage ratios is: less than 5%; or less than 25% and the consideration is less than HK$10 million.



2. Full exemption for transactions with person(s) connected with an issuer’s insignificant subsidiaries as defined under Main Board Listing Rule 14A.09 / GEM Listing Rule 20.08.
   
   
3. Partial exemption from the circular, independent financial advice and independent shareholders’ approval requirements for transactions with connected person(s) at the subsidiary level subject to certain conditions as set out in Main Board Listing Rule 14A.101 / GEM Listing Rule 20.99.

For details, please refer to Chapter 14A of the Main Board Listing Rules / Chapter 20 of the GEM Listing Rules.

To facilitate an open market in trading of listed securities, an issuer must maintain, normally, 25% of its total number of issued shares excluding treasury shares be held by the public at all times. Such total number of issued shares should take into account all issued shares (listed or unlisted) excluding treasury shares.

For details, please refer to Main Board Listing Rules 8.08 and 13.32 / GEM Listing Rules 11.23 and 17.38A.

An issuer must carry out a business with sufficient level of operations and assets of sufficient value to support its operations to warrant its continued listing. This is a qualitative test and is assessed based on the specific facts and circumstances of individual cases. In assessing whether an issuer has sufficient operations and assets, we will generally review its business model, operating scale and history of its businesses, sufficient assets to support its operation, and whether its businesses are of substance.

For details, please refer to Main Board Listing Rule 13.24 and GEM Listing Rule 17.26 and our guidance letter HKEX-GL106-19.

An issuer shall adopt a policy concerning diversity of its board members and workforce under Main Board Listing Rule 13.92 / GEM Listing Rule 17.104. In addition, to promote greater diversity in the boardroom, Code Provision B.3.5 of the Corporate Governance Code requires that the nomination committee must include at least one director of a different gender. Please also refer to Board Diversity Hub for details.

In order to enable investors to assess its capital discipline, an issuer should report on its dividend policy and/or the board’s dividend decisions in the corporate governance report under paragraph M of Part 1 of the Corporate Governance Code.

An issuer should follow the specific requirements for arranging shareholders’ meetings and board meetings as set out under Main Board Listing Rules 13.37 to 13.45 / GEM Listing Rules 17.44 to 17.49 and the core shareholder protection standards under Appendix A1 to the Listing Rules. As regards shareholders’ meetings, please also refer to Guide on General Meetings.

An issuer should ensure proper trading and settlement arrangements pursuant to Main Board Listing Rules 13.58 to 13.66 / GEM Listing Rules 17.62 to 17.80. As regards rights issue, open offer, share consolidation/sub-division, change in board lot size or company name, please refer to Guide on Trading Arrangements for Selected Types of Corporate Actions and the relevant e-Learning for further guidance on the trading arrangements.

Draft documents should be submitted for our review as required under Main Board Listing Rules 13.52(1) and (2) and GEM Listing Rules 17.53(1) and (2).