Note to subscribers for the amendments to
the rules governing the listing of securities (the "Listing Rules")
Update No. 88
Amendments to the Listing Rules relating to the listing of depositary receipts
and the transfer of listing from the Growth Enterprise Market
We enclose reprinted pages of the Listing Rules. The reprinted pages incorporate amendments to provide for a framework for issuers to list throughHong Kong depositary receipts and amendments to provide for the transfer of listing from the Growth Enterprise Market.
We also enclose the filing instructions.
Listing of depositary receipts
A framework for issuers to list on the Main Board throughHong Kong depositary receipts (HDR) has been introduced. An issuer seeking to list on the Main Board through HDRs will have to comply with generally the same requirements applicable to the listing of shares. The Rule requirements for admission to listing and the continuing obligations and relevant guidance material such as the Joint Policy Statement Regarding the Listing of Overseas Companies jointly issued by the Exchange and the Securities and Futures Commission on 7 March 2007 (where applicable) will apply to an HDR issuer in the same manner as to an issuer of shares.
The key Rule amendments are set out below:
- a new Chapter 19B has been added setting out the applicable rules for the HDR issuer, depositary and the contents of the deposit agreement (which primarily defines and governs the rights and obligations relating to the HDR issuer, the depositary, the custodian and the holders of HDR);
- two new Appendices, namely Appendices 1E and 1F, have been added setting out the requirements for listing documents in respect of HDRs. These new Appendices are modelled on Appendices 1A and 1B; and
- minor and consequential modifications to other chapters. For example, Chapter 1 extends the definition of “equity securities” to HDRs, defines “depositary” and “depositary receipt” and clarifies the definitions of “associate” and “substantial shareholder”.
Transfer of listing from the GrowthEnterprise Market
Amendments have been made to introduce a new method of listing on the Main Board, transfer of listing from GEM.
The process for transferring listing from GEM to the Main Board has been streamlined and a new Chapter 9A has been added setting out the applicable rules for transfers from GEM and two new Forms J and K in relation to transfer from GEM to the Main Board have been added to Appendix 5 and a provision to reduce the initial listing fee by 50% has been added to Appendix 8.
Coming into effect
The amendments will become effective on 1 July 2008.
Please click HERE to see the amendments relating to the listing of depositary receipts.
Please click HERE to see the amendments relating to the transfer of listing from the Growth Enterprise Market.
For and on behalf of
The Stock Exchange of Hong Kong Limited
Head of Listing