Exchange Publishes Conclusions on Proposed Amendments to Listing Rules Relating to Treasury Shares

• Exchange receives strong market support to introduce a new treasury share¹ regime
• New treasury share regime to take effect on 11 June 2024
• Exchange publishes new guidance letter and set of FAQs in relation to treasury shares

 

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 (Consultation Conclusions) to its consultation paper on Proposed Amendments to Listing Rules Relating to Treasury Shares (Consultation Paper).

The Exchange received 56 non-duplicate responses from a broad range of respondents. All the proposals received support from a majority of respondents. The Exchange will adopt all the proposals outlined in the Consultation Paper, with minor modifications in response to market comments as set out in the Consultation Conclusions.   

HKEX Head of Listing, Katherine Ng, said: “HKEX is committed to ensuring the competitiveness of its listing framework and supporting the continued development of its vibrant markets. We are very pleased to see the strong market support for the introduction of a new treasury share regime under the Listing Rules. We believe that this initiative will give issuers greater flexibility in managing their capital structure through share buy-backs and resales of treasury shares, whilst ensuring a fair and orderly market in the trading of issuers’ shares and consistent and fair shareholder treatment.”    

Key changes to the Listing Rules (the Rules) include:

• Remove the requirement to cancel repurchased shares, so that issuers may hold the repurchased shares in treasury subject to the laws of their places of incorporation² and their constitutional documents;
• Resale of treasury shares by an issuer to follow the Rules that currently apply to an issue of new shares;
• Maintain fair and orderly market, by mitigating the risk of stock market manipulation and insider dealing, through:
  • Imposing a 30-day moratorium period to restrict (i) a resale of treasury shares after a share repurchase (subject to certain carve-out provisions); and (ii) an on-Exchange share repurchase after an on-Exchange resale of treasury shares; and
  • Prohibiting a resale of treasury shares on the Exchange (i) when there is undisclosed inside information; (ii) during the 30-day period preceding the results announcement; or (iii) if it is knowingly made with a core connected person; and
• Consequential Rule amendments made as follows:
  • Allowing new listing applicants to retain their treasury shares upon listing, with any resale of these shares subject to the same lock-up requirement as an issue of new shares;
  • Requiring issuers (being holders of treasury shares) to abstain from voting on matters that require shareholders' approval under the Rules;
  • Excluding treasury shares from an issuer’s issued or voting shares under various parts of the Rules (e.g. public float and size test calculations);
  • Requiring an issuer to disclose in the explanatory statement its intention as to whether any shares to be repurchased will be cancelled or kept as treasury shares; and
  • Clarifying that a resale of treasury shares by an issuer or its subsidiary includes resale of treasury shares through their agents or nominees.

The Exchange will also make housekeeping amendments to the Rules as set out in the Consultation Conclusions.

The Rule amendments will come into effect on 11 June 2024. For overseas issuers that were granted waivers from the Rule requirement to cancel repurchased shares, transitional arrangements will be provided for them to comply with the amended Rules by their second annual general meeting after the effective date.

The Consultation Conclusions and copies of the respondents’ submissions are available to view on the HKEX website.

The Exchange also published (i) a new guidance letter on the arrangements for issuers to hold or deposit treasury shares in CCASS; and (ii) frequently asked questions relating to treasury shares. 

 

 

Notes:

1. Shares repurchased and held by an issuer in treasury, as authorised by the laws of the issuer’s place of incorporation and its articles of association or equivalent constitutional documents which, for the purpose of the Rules, include shares repurchased by an issuer and held or deposited in the Central Clearing and Settlement System (CCASS) for sale on the Exchange.
2. Currently, over 90 per cent of the issuers listed on the Exchange are incorporated in jurisdictions that allow holding of treasury shares.For listed issuers incorporated in Hong Kong, the Government is proposing amendments to the Companies Ordinance (Chapter 622 of Laws of Hong Kong) (Companies Ordinance) to enable them to also benefit from the treasury share regime as other overseas issuers.

 

 

About HKEX

Hong Kong Exchanges and Clearing Limited (HKEX) is a publicly-traded company (HKEX Stock Code: 388) and one of the world’s leading global exchange groups, offering a range of equity, derivative, commodity, fixed income and other financial markets, products and services, including the London Metal Exchange.

As a superconnector and gateway between East and West, HKEX facilitates the two-way flow of capital, ideas and dialogue between China and the rest of the world, through its pioneering Connect schemes, increasingly diversified product ecosystem and its deep, liquid and international markets.

HKEX is a purpose-led organisation which, across its business and through the work of HKEX Foundation, seeks to connect, promote and progress its markets and the communities it supports for the prosperity of all.

www.hkexgroup.com

 

 

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