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Exchange invites feedback on Proposals to Introduce a Paperless Listing & Subscription Regime, Online Display of Documents and Reduction of the Types of Documents on Display

Regulatory
24 Jul 2020

  • Exchange seeks feedback on proposals to introduce a paperless listing & subscription regime, online display of documents and reduction of the types of documents on display
  • Welcomes responses by 24 September 2020
  • Exchange also updates guidance letter requiring additional Corporate Governance and ESG disclosures from IPO applicants

 

The Stock Exchange of Hong Kong Limited (the Exchange), a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited (HKEX), today (Friday) published (i) a consultation paper seeking public feedback on proposals to introduce a paperless listing and subscription regime, online display of documents and a reduction of the types of documents on display (Consultation); and (ii) updated Guidance Letter HKEX-GL86-16 for IPO applicants (IPO Guidance).

The Consultation

The Listing Rules currently require all issuers of equities, debt securities and collective investment schemes (CIS) to issue listing documents in physical printed form.  Under the law, an application form must be issued with or accompanied by the listing document. This has led to the issue of application forms in the same medium, ie in physical printed form.

Issuers are also required to place various printed documents on display, such as material contracts, directors’ service contracts, experts’ consents and statements of adjustments, for physical inspection.

Bonnie Y Chan, HKEX’s Head of Listing, said: “The Listing Rule requirements for printed form physical listing documents and the physical display of documents are out-of-step with modern practices. The widespread availability and use of the Internet, and our support for sustainable and environmentally friendly practices, coupled with our ongoing commitment to lower costs and improve efficiencies, have prompted these proposals. In addition, particularly in respect of IPOs, market statistics1 have shown that the electronic submission of applications is preferred.”

The Exchange’s proposals include:

  • Requiring (i) all listing documents in a New Listing2 to be published solely in an electronic format; and (ii) New Listing subscriptions, where applicable, to be made through online electronic channels only3;
  • Replacing the requirement for certain documents to be physically displayed with a requirement for those documents to be published online4; and
  • With respect to notifiable transactions and connected transactions, reducing the types of documents that are mandatory for an issuer to display.

The consultation paper also provides details of the Exchange’s other paperless initiatives.

“Hong Kong is home to Asia's most progressive capital markets, and our proposals are part of our ongoing commitment to further modernise and enhance the competitiveness of our listing regime. We expect our proposals to have a positive impact on issuers and potential issuers, given they already publish listing documents online and are required to display other documents electronically by other regulators. We also believe this approach, far better reflects our focus on sustainable practices at HKEX,” Ms Chan added.

The deadline for responding to the consultation paper is 24 September 2020.

The consultation paper and the questionnaire on the proposals to introduce a paperless listing and subscription regime, online display of documents and reduction of the types of  documents on display can be downloaded from the HKEX website.  Interested parties are encouraged to respond to the consultation paper by completing and submitting the questionnaire.

IPO Guidance

In addition, as part of its wider responsibility to set environmental compliance standards for issuers, today the Exchange also published an updated IPO Guidance, which highlights the importance to an IPO applicant’s Board of ensuring that the necessary corporate governance (CG) and environmental, social and governance (ESG) mechanisms are built into the listing processes; it also requires additional disclosures in the prospectus on the following areas:

  • Compliance culture of the IPO applicant; and
  • Appointment of an independent non-executive director who will be holding their seventh (or more) listed company directorships, if applicable.

Katherine Ng, Chief Operating Officer, Listing, said: “The promotion of sustainability, good corporate governance, and diversity are key focuses for the Exchange, as we seek to further enhance the quality of our listed issuers and of our market. Compliance with CG and ESG matters must start on day one as a listed company, and we believe the updated IPO Guidance will be a useful reference tool for new issuers. We are conducting a review of our CG framework this year with a view for public consultation.”

 

Notes:

  1. In 2019, only 0.42 per cent of the applications for 162 IPOs handled by a major share registrar in Hong Kong were made through paper white application forms and only 0.18 per cent of them were made through paper yellow application forms.
  2. “New Listing” refers to an application for listing of equities (including stapled securities and depositary receipts), debt securities and CIS on the Exchange by a new applicant where a listing document is required under the Listing Rules but excludes a “Mixed Media Offer” (see Note 3 below).
  3. This is save and except for issuers conducting a Mixed Media Offer (ie an offer process whereby an issuer or a CIS offeror can distribute paper application forms for public offers of certain securities without a printed prospectus, so long as the prospectus is available on the HKEX website and the website of the issuer/ CIS offeror and it makes printed prospectuses publicly available free of charge upon request at specified locations (which do not have to be the same locations as where the printed application forms are distributed)).
  4. On the HKEX website and on the issuer’s website.

 

 

About HKEX

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 (QME), 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.

www.hkexgroup.com

 

Ends

Updated 24 Jul 2020