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Exchange Publishes Consultation Conclusions on Codification of General Waivers and Principles Relating to IPOs and Listed Issuers and Minor Rule Amendments

Regulatory
28 Aug 2020

  • Proposals to codify a number of general waivers and principles relating to IPOs and issuers received from a broad range of respondents
  • New Guidance Letter published on Experience and Qualification Requirements of a Company Secretary, to provide clarifications and guidance on the policy rationale
  • Related Listing Rules amendments to take effect on 1 October 2020

 

The Stock Exchange of Hong Kong Limited (the Exchange), a wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited (HKEX), today (Friday) published conclusions to its consultation on the Codification of General Waivers and Principles relating to IPOs and Listed Issuers and Minor Rule Amendments (Consultation Conclusions)1. The Exchange also published a new Guidance Letter on Experience and Qualification Requirements of a Company Secretary.

Consultation Conclusions

The Exchange received a total of 351 responses from a broad range of respondents. After taking into account the views of respondents, the Exchange will adopt, with modifications to reflect comments received, all the consultation proposals except for the Company Secretary Proposal2.  The changes will be effective on 1 October 2020.

Key changes to the related Listing Rules include:

(a) codification of a number of waivers with general effect previously approved by the Securities and Futures Commission relating to (i) publication and distribution of annual results and reports; (ii) shareholder approval requirement for bonus or capitalisation issues by PRC incorporated issuers; (iii) calculation of the consideration ratio for PRC incorporated issuers dually listed on the Exchange and a PRC exchange; and (iv) inclusion of stock code in documents.

(b) codification of general principles underpinning a number of waivers which have been granted to new applicants and/ or listed issuers relating to financial disclosure matters, acquisition of aircrafts by airline operators, incentive schemes, and working capital statement in listing documents and transaction circulars of Main Board issuers that are banking companies or insurance companies.

(c) minor amendments to the Listing Rules for the purpose of providing greater clarity to the Listing Rules and to codify a number of administrative guidance that is currently provided in guidance letters or listing decisions.

The Consultation Conclusions, respondents’ submissions, amendments to the Main Board Listing Rules and amendments to the GEM Listing Rules are available on the HKEX website.

Guidance Letter

The Exchange also published a new Guidance Letter on Experience and Qualification Requirements of a Company Secretary to provide clarifications and guidance on the policy rationale of Main Board Listing Rule 3.28 (GEM Listing Rule 5.14), and factors the Exchange considers when granting a waiver to this rule, and the related conditions. The Guidance Letter is available on the HKEX website.

 

Notes:

  1. The Consultation Paper was published on 2 August 2019.  The consultation period ended on 27 September 2019.

  2. Proposal #11 in the Consultation Paper to codify the factors considered by the Exchange in granting a waiver in respect of the experience and qualification requirements of a company secretary under Main Board Listing Rule 3.28 (GEM Listing Rule 5.14) (Company Secretary Proposal).

 

 

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, 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 28 Aug 2020