Publish alternative procedures for U.S. ‘Domestic Issuers’ within the meaning of the U.S. Securities Act with an offering of a security subject to Regulation S
Publish standardised template for first movers from jurisdictions new to listing in Hong Kong
Simplify CCASS related information, provide Frequently Asked Questions and revised CCASS admission forms on HKEX website
As part of the strategic focus to improve access to the Hong Kong markets and to facilitate the application process, The Stock Exchange of Hong Kong Limited (the Exchange) and Hong Kong Securities Clearing Company Limited (HKSCC), both wholly-owned subsidiaries of Hong Kong Exchanges and Clearing Limited (HKEX), today (Tuesday) announced enhancements to guidance materials for overseas companies seeking to list in Hong Kong.
“We are conducting a more holistic review of the Exchange’s regime for the listing of overseas issuers. In the meantime, these guidance materials are intended to assist overseas issuers under the current listing regime,” said David Graham, HKEX Head of Listing.
Alternative Procedures for U.S. ‘Domestic Issuers’ that are not ‘Reporting Issuers’
U.S. “domestic issuers” within the meaning of Regulation S (Regulation S) under the United States Securities Act of 1933 (the U.S. Securities Act) who wish to offer their equity securities in ‘offshore transactions’ within the meaning of, and in reliance on the safe harbour provided by Regulation S (Regulation S Securities) must fulfil certain requirements including the purchaser certification, purchaser agreement regarding sale, legending and stop-transfer requirements set out in Regulation S.
Given the manner in which securities are traded and settled on the Exchange, it is not feasible for such U.S. “domestic issuers” and their underwriters to comply strictly with the Regulation S Category 3 Requirements1. The Exchange has therefore formulated alternative procedures to address the underlying policy concerns in connection with a listing of Regulation S Securities on the Exchange2. These alternative procedures have been developed for use by U.S. “domestic issuers” that are not “reporting issuers” within the meaning of Regulation S based on previous no-action relief granted by the United States Securities and Exchange Commission (SEC) to other securities exchanges.
Template for Acceptable Jurisdiction Applications
The Joint Policy Statement regarding the Listing of Overseas Companies (JPS) issued by The Securities and Futures Commission and the Exchange and last updated in April 2018 sets out guidance for overseas companies seeking to list in Hong Kong. The JPS, among other things, provides that overseas applicants incorporated in jurisdictions which have not been accepted for listing in Hong Kong must demonstrate that their domestic laws and rules and regulations, amongst others, meet the key shareholder protection standards at least equivalent to those provided in Hong Kong (Acceptable Jurisdiction).
To assist these overseas applicants to compare and ensure the key shareholder protection standards of their home jurisdictions are at least equivalent to those provided in Hong Kong, the Exchange has published a standardised template for issuers from a jurisdiction new to listing in Hong Kong.
Updated CCASS Information Materials
To be accepted as an Acceptable Jurisdiction, the applicant must also demonstrate to the Exchange and HKSCC that the securities seeking to be listed in Hong Kong are also eligible to be admitted to Central Clearing and Settlement System (CCASS) operated by HKSCC. To assist the overseas applicants to understand the work flow for clearing and settlement and CCASS requirements for admission of securities, HKEX has introduced the following materials:
||Simplified CCASS related information and revised CCASS admission forms available on HKEX website; and
||Frequently Asked Questions with respect to CCASS services, shareholding structure within CCASS and CCASS admission criteria.
||Rules 903(a) and 903(b)(3) of Regulation S.
||Although the Exchange has formulated the alternative procedures to address the underlying policy concerns in connection with a listing of Regulation S Securities and believes that they are in keeping with market practice in other jurisdictions and based on previously granted no-action relief by the SEC, no representation is made as to the adequacy of these alternative procedures to meet the requirements of the Regulation S safe harbour. Compliance with the registration requirements of Section 5 of the U.S. Securities Act or an exemption therefrom is ultimately the responsibility of the person who offers or sells securities. The alternative procedures are not intended as a substitute for, and potential applicants are cautioned to seek, their own legal advice in respect of any offer or sale of Regulation S Securities.
Hong Kong Exchanges and Clearing Limited (HKEX) is one of the world’s major exchange groups, and operates a range of equity, commodity, fixed income and currency markets. HKEX is the world’s leading IPO market and as Hong Kong’s only securities and derivatives exchange and sole operator of its clearing houses, it is uniquely placed to offer regional and international investors access to Asia’s most vibrant markets.
HKEX is also the global leader in metals trading, through its wholly owned subsidiaries, The London Metal Exchange (LME) and LME Clear Limited. This commodity franchise was further enhanced with the launch of Qianhai Mercantile Exchange, in China, in 2018.
HKEX launched the pioneering Shanghai-Hong Kong Stock Connect programme in 2014, further expanded with the launch of Shenzhen Connect in 2016, and the launch of Bond Connect in 2017.