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1. |
Use of websites for communication with shareholders |
HKEx is consulting on proposed Rule amendments which would facilitate the greater use of listed issuers’ websites and electronic rather than physical copy for making available to shareholders corporate communications required under the Rules.
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2. |
Information gathering powers |
HKEx is consulting on the proposed introduction of a new Main Board Rule 2.12A (and a GEM Rule equivalent) to provide for an express provision in relation to HKEx’s powers of gathering information from issuers.
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3. |
Qualified accountants |
In view of developments in financial reporting and corporate governance practices over the past several years, HKEx is consulting on a proposal to remove the requirement for a qualified accountant from both the Main Board and GEM Rules.
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4. |
Review of sponsor’s independence |
HKEx is consulting on proposed Rule amendments to require sponsors to demonstrate independence from the new applicant during the entire listing process.
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5. |
Public float |
HKEx is consulting on proposed Rule amendments with regard to the minimum level of public float and the constituents of “the public”. HKEx also seeks public comment on the need for a minimum level of market float and the manner in which it should be regulated.
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6. |
Bonus issues of a class of securities new to listing |
HKEx is consulting on proposed Rule amendments to disapply the requirement for a minimum spread of securities holders at the time of listing in the event of a bonus issue of a new class of securities involving options, warrants, or similar rights to subscribe or purchase shares.
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7. |
Review of HKEx’s approach to pre-vetting public documents of listed issuers |
HKEx is consulting on proposed Rule amendments to progressively move away from pre-vetting announcements, to reduce pre-vetting of circulars of listed issuers and to deal with certain other issues relating to issuers’ public documents.
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8. |
Disclosure of changes in issued share capital |
HKEx is consulting on proposed Rule amendments to require greater disclosure by a listed issuer to enhance transparency on changes in issued share capital and other movements in its securities and to require disclosure by a listed issuer as soon as possible of grants of share options.
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9. |
Disclosure requirements for announcements regarding issues of securities for cash and allocation basis for excess shares in rights issue |
HKEx is consulting on proposed Rule amendments to codify disclosure practices in respect of announcements for issues of securities for cash, irrespective of whether general mandates are involved, and require disclosure of the allocation basis for excess shares in the rights issue/open offer announcement, circular and prospectus.
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10. |
Alignment of requirements for material dilution in major subsidiary and deemed disposal
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HKEx is consulting on proposed Rule amendments to align the respective requirements for shareholders’ consent in respect of material dilution and deemed disposal of interest in subsidiary. |
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11. |
General mandates |
HKEx seeks public comment on various issues relating to the issue of securities under a general mandate. HKEx has an open mind about the policy direction and does not propose a preferred position at this stage.
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12. |
Voting at general meetings |
HKEx seeks public comment on the extent to which voting by poll should be made mandatory at general meetings and the minimum notice period required for convening shareholders meetings.
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13. |
Disclosure of information about and by directors |
HKEx is consulting on proposed Rule amendments which would facilitate investors and the market obtaining enhanced and more up-to-date information on directors.
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14. |
Codification of waiver to property companies |
HKEx is consulting on proposed Rule amendments to codify an exemption for listed issuers actively engaged in property development as a principal business activity from the shareholders’ approval requirement of the Rules in certain scenarios of acquisitions of land or property development projects inHong Kong from Government or Government-controlled entities through public auctions or tenders.
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15. |
Self-constructed fixed assets |
HKEx is consulting on proposed Rule amendments to exclude from the definition of “transaction” in the notifiable transactions Rules any construction of a fixed asset by a listed issuer for its own use in the ordinary and usual course of its business.
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16. |
Disclosure of information in takeovers |
HKEx is consulting on the proposed introduction of a new Main Board Rule 14.67A (and a GEM Rule equivalent) to codify HKEx’s current practice of granting of waivers to listed issuers of the Rules concerning publication of prescribed information on target companies in certain situations such as hostile takeovers.
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17. |
Review of director’s and supervisor’s declaration and undertaking |
A. Streamlining disclosure of director’s and supervisor’s information through an issuer’s announcement
HKEx is consulting on proposed Rule amendments to streamline the disclosure of directors’ and supervisors’ biographical information in the various prescribed forms of declaration and undertaking.
B. Information gathering powers of HKEx
Given the proposed introduction of a new Main Board Rule 2.12A (under Issue 2), HKEx is consulting on the proposed inclusion of an express provision in the director’s undertaking imposing a similar obligation on directors.
C. Service of disciplinary proceedings on directors
HKEx is consulting on proposed amendments to the Main Board Rules to include detailed provisions for service similar to those of the GEM Rules and to make express its ability to change the terms of the director’s undertaking without the need for every director to re-execute his undertaking.
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18. |
Review of Model Code for Securities Transactions by Directors of Listed Issuers |
HKEx is consulting on proposed Rule amendments to four areas of the Model Code, namely expanding the list of exceptions to the definition of “dealing” in paragraph 7(d), clarifying the meaning of “price sensitive information” in the context of the Model Code, extending the current “black out” periods provided in Rule A.3 and restricting the time for responding to the request for clearance to deal and the time for dealing once clearance has been received. |