Each half-year report shall contain the disclosures required under the relevant accounting standards adopted and the information set out below.
(1) [Repealed 31 December 2015]
(2) [Repealed 31 December 2015]
(3) particulars of any purchase, sale or redemption by the listed issuer or any of its subsidiaries, of its listed securities during the relevant period, or an appropriate negative statement;
(4) a statement in relation to the accounting period covered by the half-year report on whether the listed issuer meets the code provisions set out in the Corporate Governance Code contained in Appendix 15
. Where there are any deviations from the code provisions in the Code, the listed issuer must also give considered reasons for the deviations from the code provisions, either by:
(a) giving considered reasons for each deviation; or
(b) to the extent that it is reasonable and appropriate, by referring to the Corporate Governance Report in the immediately preceding annual report and providing details of any changes together with considered reasons for any deviation not reported in that annual report. Any such references must be clear and unambiguous and the half-year report must not only contain a cross-reference without any discussion of the matter;
(5) in respect of the required standard of dealings set out in rules 5.48
, a statement in relation to the accounting period covered by the half-year report as to:
(a) whether the listed issuer has adopted a code of conduct regarding directors' securities transactions on terms no less exacting than the required standard of dealings;
(b) having made specific enquiry of all directors, whether its directors have complied with, or whether there has been any non-compliance with, the required standard of dealings and its code of conduct regarding directors' securities transactions; and
(c) in the event of any non-compliance with the required standard of dealings, details of such non-compliance and an explanation of the remedial steps taken by the listed issuer to address such non-compliance;
(6) details of non-compliance (if any) with rules 5.05
(1) and 5.05
(2) and an explanation of the remedial steps taken by the listed issuer to address such non-compliance relating to appointment of a sufficient number of independent non-executive directors and an independent non-executive director with appropriate professional qualifications, or accounting or related financial management expertise, respectively; and
(7) details of non-compliance with rule 5.28
(if any) and an explanation of the remedial steps taken by the listed issuer to address such non-compliance relating to establishment of an audit committee;
(9) the further information set out in rules 18.56
1 An issuer should comply with the relevant standard on interim reporting in respect of its half-year reports in accordance with the requirements under HKFRS, IFRS, US GAAP or CASBE which is adopted for the preparation of its annual financial statements.
2 Each half-year report must be reviewed by the issuer's audit committee. In the event that the audit committee disagreed with an accounting treatment which had been adopted in the preparation of the group's half-year report, full details of such disagreement should be disclosed together with a quantification of the financial effect arising from the disagreement. Where it is not possible to quantify the effect of the disagreement, or the effect is not significant, a statement to this effect should be made.
3 If a change in the financial year is proposed, the Exchange should be consulted as to the period or periods to be covered by the half-year reports.
4 [Repealed 31 December 2015]
5 A listed issuer should apply the same accounting policies in its interim financial statements as are applied in its annual financial statements except where the change in accounting policy is required by an accounting standard which came into effect during the interim period. Accounting policies which have been consistently applied and which were disclosed in the listed issuer's most recent published audited financial statements or for a newly listed issuer in its recent prospectus may be omitted from the half-year reports. Any significant changes in the accounting policies, including those required by an accounting standard, should be disclosed together with the reason for changing in the accounting policy.
6 Where the items of information specified in this rule are unsuited to the listed issuer's activities, appropriate adaptations should be made. Where the requirements of this rule are unsuited to the listed issuer's activities or circumstances, the Exchange may require suitable adaptations to be made.
7 The Exchange may authorise the omission from an interim report of specified items of information if it considers:—
(a) such omission to be necessary or appropriate; or
(b) disclosure of such information would be contrary to the public interest or seriously detrimental to the issuer,
provided that such omission would not be likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the securities in question.
8 The issuer or its representatives will be responsible for the correctness and relevance of the facts on which any application for an exemption under Note 7 above is based.
9 Each half-year report must contain, at a prominent position, and in bold type, a statement about the characteristics of GEM, in the form set out in rule 2.20.
10 A half-year report shall contain the following information required under other parts of the Listing Rules:
(b) pledging of shares by the controlling shareholder under rule 17.23;
(c) loan agreements with covenants relating to specific performance of the controlling shareholder under rule 17.23;
(d) breach of loan agreement by an issuer under rule 17.23;
(e) financial assistance and guarantees to affiliated companies of an issuer under rule 17.24;
(f) provision of information in respect of and by directors, supervisors and chief executives under rule 17.50A(1);
(g) for a Mineral Company, continuing disclosure obligation arises under 18A.14; and
(h) share option schemes under rules 23.07 and 23.08.