Listing Rules and Guidance: Contents


 
 

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13.52
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Subject to rule 13.52A, where an issuer is obliged to publish any announcements, circulars or other documents for the purposes of the Exchange Listing Rules, the documents need not be submitted to the Exchange for review before they are issued unless the documents fall within rule 13.52(1) or (2).

(1) The issuer shall submit to the Exchange copies of drafts of the following documents for review before they are issued:
(a) listing document (including prospectus);
(b) circular relating to cancellation or withdrawal of listing of listed securities;
(c) circular relating to transaction or matter required under Chapter 14 of the Exchange Listing Rules;
(d) circular relating to connected transaction (including continuing connected transaction) required under Chapter 14A of the Exchange Listing Rules;
(e) circular to the issuer's shareholders seeking their approval of:
(i) any transaction or arrangement under rule 13.36(1) or 13.39(7);
(ii) any matter relating to share option scheme required under Chapter 17 of the Exchange Listing Rules; or
(iii) [Repealed 1 October 2013]
(iv) any warrant proposal under paragraph 4(c) of Practice Note 4 to the Exchange Listing Rules; or
(f) circulars or offer documents issued by the issuer in connection with takeovers, mergers or offers.
The issuer shall not issue such documents until the Exchange has confirmed that it has no further comments thereon.
(2) The following transitional provisions apply to announcements set out in this rule and shall cease to have effect on such date as the Exchange may determine and promulgate.

An issuer shall submit to the Exchange copies of drafts of the following announcements for review before they are issued:
(a) announcement for any very substantial disposal, very substantial acquisition or reverse takeover under rules 14.34 and 14.35;
(b) announcement for any transaction or arrangement under rules 14.89 to 14.91; or
(c) announcement for any matter relating to a cash company under rules 14.82 and 14.83.
The issuer shall not issue such announcements until the Exchange has confirmed that it has no further comments thereon.

Notes:
1. Four copies of each document are required, which should be submitted in sufficient time for review and, if necessary, re-submission prior to final printing.
2. In the case of documents issued in connection with takeovers, mergers or offers covered by the Takeovers Code, the Exchange will pass its comments on the documents directly to the issuer and will at the same time provide a copy of such comments to the Commission.
3. The Exchange reserves the right to require an issuer to issue a further announcement or document and/or take other remedial action, if the original document does not comply with the requirements of the Exchange Listing Rules.
4. Where an announcement or advertisement of a new or further issue of securities contains a profit forecast, the provisions of rules 14.61 and 14.62 will apply.
5. Any listing document, circular, announcement or notice issued by a listed issuer pursuant to the Exchange Listing Rules must contain on its front cover or inside front cover, or as a heading, a prominent and legible disclaimer statement as follows:—

"Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document."