Listing Rules and Guidance: Contents
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HKEX LISTING DECISION
HKEX-LD113-1 (Published in December 2010) (Updated in April 2015 and July 2018)
|Parties||Company A — a Main Board issuer|
|Issue||Whether Company A's proposed rights issue of shares with bonus warrants required independent shareholder approval|
|Listing Rules||Main Board Rule 7.19A(1)|
|Decision||The proposal required independent shareholder approval|
APPLICABLE LISTING RULES
A proposed rights issue must be made conditional on minority shareholders' approval in the manner set out in rule 7.27A if the proposed rights issue would increase either the number of issued shares... of the issuer by more than 50% (on its own or when aggregated with any other rights issues or open offers announced by the issuer (i) within the 12 month period immediately preceding the announcement of the proposed rights issue or (ii) prior to such 12 month period where dealing in respect of the shares issued pursuant thereto commenced within such 12 month period, together with any bonus securities, warrants or other convertible securities (assuming full conversion) granted or to be granted to shareholders as part of such rights issues or open offers).
Where minority shareholders' approval is required for a rights issue ... under Rule 7.19A ...:(1) the rights issue ... must be made conditional on approval by shareholders in general meeting by a resolution on which any controlling shareholders and their associates or, where there are no controlling shareholders, directors (excluding independent non-executive directors) and the chief executive of the issuer and their respective associates shall abstain from voting in favour;...