Note to subscribers for the amendments to
the rules governing the listing of securities (the "Listing Rules")
Update No. 85
Amendments to the Listing Rules relating to the Electronic Disclosure
Project and various other amendments
We enclose reprinted pages of the Listing Rules. The reprinted pages incorporate:-
- amendments to implement the abolition of the paid announcement requirement and the new regime for electronic submission of regulatory information for dissemination on the HKEx website (the Electronic Disclosure Project); and
- various other, minor amendments to the Listing Rules.
We also enclose the filing instructions.
Electronic Disclosure Project
The Main Board requirement for paid announcements will be abolished on 25 June 2007 when HKEx launches the Electronic Disclosure Project, key features of which include:
- Main Board issuers will be required to submit their disclosures to HKEx electronically through HKEx’s e-Submission System. Announcements (with limited exceptions) must be submitted for publication outside trading hours.
- During Phase 1 (being a period of six months commencing on the effective date of the Electronic Disclosure Project), a Main Board issuer will be required to publish a notification in newspapers whenever it publishes an announcement on the HKEx website and its own website.
- In the first 12 months following the commencement of Phase 1, a Main Board issuer without its own website must publish the full announcement in the newspapers as well as on the HKEx website. Thereafter, Main Board issuers must have their own website.
For further details of the Electronic Disclosure Project, please see HKEx’s Exposure Conclusion on “Abolition of Requirement for Main Board Issuers to Publish Paid Announcements in Newspapers and Related Matters” published in July 2006 and Communication Paper “From Paper to Paperless” published in March 2007. These documents are viewable on the HKEx website at http://www.hkex.com.hk/eng/newsconsul/mktconsul/documents/npa.pdf and at http://www.hkex.com.hk/eng/listing/edp/edp_consul/documents/ess_cp.pdf respectively.
The other amendments to the Listing Rules are as follows:
Reflecting current name of HKICPA
Various minor amendments have been made to reflect the current name of HKICPA.
Accounting related definition and references
Minor amendments have been made to update one accounting definition and various accounting references. Key amendments include:
- changing the definition of “Hong Kong Financial Reporting Standards” or “HKFRS” in rule 1.01;
- in rule 3.24 changing the old reference to “Fellow or Associate Member” to “certified public accountant registered with the HKICPA”;
- in rule 4.03 changing the old reference to “professional accountants” to “certified public accountants”; and
- in note 9.4 to paragraph 9(1)(h) of Appendix 7C changing the old reference to “Hong Kong accounting standards” to “Hong Kong Financial Reporting Standards”.
Codifying and further liberalising the “no other relationship” exemption in FAQ 56
A new note 2 has been added to rule 14A.11(4)(c) to codify and further liberalise the “no other relationship” exemption as set out in No. 56 of the “Frequently Asked Questions on Rule Amendments relating to Corporate Governance and Listing Criteria Issues” such that a substantial shareholder of a non wholly-owned subsidiary should also be permitted to act as a director of that subsidiary without it being treated as a connected person.
General waiver with respect to share lending arrangements
It is not uncommon for controlling shareholders to seek and be given waivers to enable them to enter into share lending arrangements that facilitate distribution of shares and the settlement of over-allocations in an initial public offering (IPO). A new rule 10.07(3) has been introduced, which codifies these waivers.
Reduction of SFC Transaction Levy
The Securities & Futures (Reduction of Levy) Order 2006, which came into operation on 1 December 2006, provides for a 20% reduction of the levy payable in respect of any trading in securities, futures or options contracts. Paragraph 5(2) of Appendix 8 to the Listing Rules has been amended in a manner to reflect this change and to obviate the need to amend the rules in the future as a result of any further rate changes.
Structured product expiry notices
With regard to the publication of notices by issuers in respect of the expiry of listed structured products they have issued, rule 15A.82 has been amended to provide that:
- no notice is required in respect of cash-settled structured products with an automatic exercise option expiring or maturing on their normal expiry date or maturity date; and
- the notice in respect of the expiry or maturity of a structured product arising as a consequence of a mandatory call event (a “knockout”) shall be published on the day the mandatory call event occurs.
Coming into effect
The amendments in relation to the Electronic Disclosure Project will become effective on 25 June 2007.
The amendment to rule 15A.82 (structured product expiry notices) became effective on 27 April 2007.
The remaining minor amendments will become effective on 21 May 2007.
Please click HERE to see the amendments relating to the Electronic Disclosure Project (excluding Headline Categories).
Please click HERE to see the amendment to rule 15A.82 (structured product expiry notice).
Please click HERE to see the amendments relating to the minor amendments.
For and on behalf of
The Stock Exchange of Hong Kong Limited
Head of Listing