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Amendments to the Exchange Listing Rules

Regulatory
26 Apr 1999

Amendments to the Exchange Listing Rules

The Stock Exchange of Hong Kong has implemented changes to the Exchange Listing Rules, details of which are set out below. The rule changes are made to clarify the Exchange's interpretation and application of the rules, codify a number of practices not previously contained in the rules and revise the rules in view of the market developments. The rule changes take immediate effect.

Trading record requirement - Rule 8.05

The change to rule 8.05 reflects the Exchange's practice that results of associated companies and other entities whose results are recorded in a new listing applicant's financial statements using the equity method of accounting will not normally be included in the trading record of the applicant for the purpose of rule 8.05.

Restriction on disposal of shares by controlling shareholders - Rule 10.07

A new note 3 is introduced to rule 10.07 to impose additional disclosure obligations on new listing applicants' controlling shareholders in respect of the pledging or charging of their shares after listing. Rule 10.07 will require a controlling shareholder of a new applicant to undertake to the listed issuer and the Exchange that, within the period of 12 months from the date on which dealings in the securities of a new applicant commence on the Exchange, he will:

1. when he pledges/charges any securities beneficially owned by him, immediately inform the listed issuer of such pledge/charge together with the number of securities so pledged/charged; and
2. when he receives indications, either verbal or written, from the pledgee/chargee that any of the pledged/charged securities will be disposed of, immediately inform the listed issuer of such indications.

Note 3 to rule 10.07 also requires the listed issuer to inform the Exchange as soon as it has been informed of the above matters by the controlling shareholder and disclose such matters by way of a press notice as soon as possible.

Equity securities - Issuers incorporated on the mainland of the Peoples' Republic of China (the "PRC") - Chapter 19A

Changes to chapter 19A of the Exchange Listing Rules are made to relax the requirement regarding the retention of the services of sponsor(s) following listing of PRC-incorporated issuers and codify the existing practice for the listing of PRC-incorporated issuers. The major changes are set out below.

1. The period for which a PRC-incorporated issuer must retain the services of sponsor(s) following its listing has been revised from three years to one year.
2. A new definition of "PRC Governmental Body" is introduced to the Exchange Listing Rules. The Exchange will normally not consider a PRC Governmental Body as a controlling shareholder and a connected person of a PRC-incorporated issuer for the purposes of the competing business issue and connected transaction provisions respectively.
3. The requirement under rule 8.12 regarding a sufficient management presence in Hong Kong, which normally means that at least two of the executive directors must be ordinarily resident in Hong Kong, applies to PRC-incorporated issuers except as otherwise permitted by the Exchange in its discretion. The Exchange now requires a written submission for its consideration where a new applicant wishes to be considered for such an exemption.
4. The Exchange now requires that, for a PRC-incorporated issuer, at least one of the independent non-executive directors must be ordinarily resident inHong Kong .
5. Guidance is provided on the factors the Exchange will usually consider in assessing whether an individual, who by virtue of his relevant experience, is capable of discharging the functions of the secretary of a PRC-incorporated issuer.
6. The Exchange Listing Rules set out a new disclosure requirement for the listing documents of PRC-incorporated issuers as to whether the issuers have applied or intend to apply for the status of a sino-foreign investment joint stock limited company (中外合資股份有限公司).

Additional requirements in respect of certain jurisdictions - The Cook Islands - Appendix 13, Part C

As a result of the termination of the Memorandum of Understanding which the Exchange entered into with the Securities and Futures Commission and the Cook Islands Monetary Board in April 1991, the Cook Islands will no longer:

1. be specifically recognised for listing purposes as an "approved jurisdiction" in respect of companies incorporated in that jurisdiction seeking a listing on the Exchange for listing purposes; or
2. remain as an "acceptable jurisdiction" of domicile for companies who maintain a primary listing status inHong Kong.

To reflect the consequences of the termination of the Memorandum of Understanding, the whole Appendix 13, Part C is repealed in its entirety.

Reprinted pages of the Exchange Listing Rules will be distributed in due course.

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Corporate Communications Department

Updated 26 Apr 1999