Entire Section

  • Half-year reports

    • Obligation to prepare and publish (18.53-18.54)

      • 18.53

        The listed issuer shall prepare, in respect of each of the first 6 months of each financial year of the listed issuer, either (i) a half-year report, or (ii) a summary half-year report containing at least the information required by rules 18.55 and 18.82, respectively and publish the same (in accordance with the requirements of Chapter 16) not later than 45 days after the end of such period. The listed issuer may send a copy of its summary half-year report to a member and a holder of its listed securities in place of a copy of its half-year report, provided that such summary half-year report complies with the relevant provisions of the Companies (Summary Financial Reports) Regulation governing summary financial reports.
         
        Notes:    1    Newly listed issuers will be required to prepare and publish the relevant half-year report or summary half-year report (irrespective of whether the period in question ends on a date before or after the date on which dealings in the securities of the listed issuer commenced) where the 45-day deadline for publishing the report falls after the date on which dealings in the securities of the listed issuer commenced. The requirements under rules 18.53 and 18.54 are not applicable to the half-year period which ended immediately before the listing of a newly listed issuer if the following is disclosed in its listing document:—
         
        (a)   the financial information required under Chapter 18 in relation to half-year reports, in respect of such six-month period (with comparative figures for the corresponding six-month period of the immediately preceding financial year);
         
        (b)   a statement as to whether it complies with the code provisions in Part 2 of Appendix 15 and, if not, the Considered Reasons and Explanation in respect of the deviation; and
         
        (c)   that it will not breach its constitutional documents, laws and regulations of its place of incorporation or other regulatory requirements as a result of not distributing such half-year reports.
         
        Such a newly listed issuer should publish an announcement no later than the time prescribed in rules 18.53 and 18.54 that the relevant financial information has been included in its listing document.
         
          2    The figures in each half-year report and summary half-year report are the sole responsibility of the directors and they must ensure that the accounting policies applied to the figures are consistent with those applied to annual financial statements. 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 or summary half-year reports.

      • 18.54

        As soon as reasonably practicable after publishing any half-year report and, where applicable, summary half-year report, the listed issuer must send a copy of it to the persons specified in rule 18.03.

        Note: [Repealed 1 January 2011]

    • Content of half-year reports (18.55-18.65)

      • 18.55

        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 Part 2 of Appendix 15. An issuer may deviate from the code provisions (i.e. adopt action(s) or step(s) other than those set out in the code provisions) provided that the issuer sets out:
         
          (a)    the Considered Reasons and Explanation in respect of the deviation; or
         
          (b)    to the extent reasonable and appropriate, by referring to the Corporate Governance Report in the preceding annual report, and providing details of any changes for any deviation not reported in that annual report with Considered Reasons and Explanation. The 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 to 5.67, 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;
         
        (8)    the information set out in rule 18.50B; and
         
        (9)    the further information set out in rules 18.56 to 18.64.
         
        Notes:  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, CASBE or the alternative overseas financial reporting standard acceptable to the Exchange referred to in rules 18.04 and 18.06 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:
         
            (a) advance to an entity under rule 17.22;
         
            (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.
         

      • 18.55A

        A listed issuer shall include in its interim report the information in relation to any issue for cash of equity securities (including securities convertible into equity securities) during the interim period as set out in rule 18.32, and where applicable, the information required under rule 18.32A.

      • 18.56

        (1) Subject to rule 18.56(2), a statement as at the end of the relevant period showing the interests and short positions of each director and chief executive of the listed issuer in the shares, underlying shares and debentures of the listed issuer or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance):
        (a) as recorded in the register required to be kept under section 352 of the Securities and Futures Ordinance; or
        (b) as otherwise notified to the listed issuer and the Exchange pursuant to the required standard of dealings by directors of listed issuer as referred to in rule 5.46 (which for purposes of this sub-paragraph shall be deemed to apply to the PRC issuer's supervisors to the same extent as it applies to directors); or
        (c) if there is no such interests and short positions, a statement of that fact,

        provided that the Exchange may agree, in its sole discretion, that compliance with this sub-paragraph may be modified or waived in respect of any associated corporation if, in the opinion of the Exchange, the number of associated corporations in respect of which each director and chief executive is taken or deemed to have an interest under Part XV of the Securities and Futures Ordinance is such that compliance with this sub-paragraph would result in particulars being given which are not material in the context of the group and are of excessive length.
        (2) The information required to be included by virtue of rule 18.56(1) must specify the company in which interests or short positions are held, the class to which those securities belong and the number of such securities held, but need not disclose:
        (a) the interests of a director or a chief executive officer in the shares of the listed issuer or any of its subsidiaries if such interest is held solely in a non-beneficial capacity and is for the purpose of holding the requisite qualifying shares; or
        (b) the non-beneficial interests of directors or chief executive officers in the shares of any subsidiary of the listed issuer in so far as that interest comprises the holding of shares subject to the terms of a written, valid and legally enforceable declaration of trust in favour of the parent company of that subsidiary or the listed issuer and such interest is held solely for the purpose of ensuring that the relevant subsidiary has more than one member.

        Note: Where interests in securities arising from the holding of such securities as qualifying shares are not disclosed pursuant to the exception provided in this paragraph, a general statement should nevertheless be made to indicate that the directors hold qualifying shares.

      • 18.57

        A statement as at the end of the relevant period showing the interests and short positions of every person, other than a director or chief executive of the listed issuer, in the shares and underlying shares of the listed issuer as recorded in the register required to be kept under section 336 of the Securities and Futures Ordinance, or if there is no such interests or short positions recorded in the register, a statement of that fact.

        Notes:

        1 For the purposes of rules 18.56 and 18.57, particulars should be given of the extent of any duplication which occurs.
        2 In the case of a PRC issuer, references to director or chief executive in rules 18.56 and 18.57 inclusive shall also mean and include supervisors.

      • 18.58

        Statements disclosing interests and short positions in shares, underlying shares and debentures have to separately refer to three categories of persons, namely, directors and chief executives, substantial shareholders and other persons who are required to disclose their interests. Such statements should describe the capacity in which such interests and short positions are held and the nature of such interests and short positions as disclosed in the prescribed forms required to be used, when giving notice pursuant to sections 324 and 347 of Part XV of the Securities and Futures Ordinance. Where interests or short positions are attributable on account of holdings through corporations that are not wholly-owned by the person making disclosure, the percentage interests held by such person in such corporations should be disclosed.

      • 18.58A

        For directors and chief executives, the statements should show details of the following matters as recorded in the register required to be kept under section 352 of the Securities and Futures Ordinance:

        (1) aggregate long position in shares and (in respect of positions held pursuant to equity derivatives) underlying shares and in debentures of the issuer and its associated corporation(s) showing separately for each entity:
        (a) interests in shares (other than pursuant to equity derivatives such as share options, warrants to subscribe or convertible bonds);
        (b) interests in debentures; and
        (c) interests under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives;
        (ii) cash settled equity derivatives;
        (iii) other equity derivatives.

        Notes:
        (1) In the case of issuers and associated corporations, the statements should include the percentage which the aggregate long position in shares represents to the issued voting shares of the issuer or associated corporation.
        (2) A long position arises where a person is a party to an equity derivative, by virtue of which the person:
        (i) has a right to take the underlying shares;
        (ii) is under an obligation to take the underlying shares;
        (iii) has a right to receive money if the price of the underlying shares increases; or
        (iv) has a right to avoid or reduce a loss if the price of the underlying shares increases.
        (3) For (c)(i) above, in respect of options granted to directors or chief executives pursuant to share option schemes under Chapter 23 of the GEM Listing Rules, the statements should show such details as are required to be disclosed under Rule 23.07(1) of the GEM Listing Rules.
        (2) aggregate short position in shares and (in respect of positions held pursuant to equity derivatives) underlying shares and in debentures of the issuer and its associated corporation(s) showing separately for each entity:
        (a) short positions in respect of shares arising under a stock borrowing and lending agreement; and
        (b) short positions under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives;
        (ii) cash settled equity derivatives; and
        (iii) other equity derivatives.

        Notes:
        (1) In the case of issuers or associated corporations, the statements should include the percentage which the aggregate short position in shares represents to the issued voting shares of the issuer or associated corporation.
        (2) A short position arises:
        (i) where the person is the borrower of shares under a securities borrowing and lending agreement, or has an obligation to deliver the underlying shares to another person who has lent shares;
        (ii) where the person is the holder, writer or issuer of any equity derivatives, by virtue of which the person—
        (a) has a right to require another person to take the underlying shares of the equity derivatives;
        (b) is under an obligation to deliver the underlying shares of the equity derivatives to another person;
        (c) has a right to receive from another person money if the price of the underlying shares declines; or
        (d) has a right to avoid a loss if the price of the underlying shares declines.

      • 18.58B

        For substantial shareholders, the statements should show details of the following matters as recorded in the register required to be kept under section 336 of the Securities and Futures Ordinance:

        (1) aggregate long position in the shares and (in respect of positions held pursuant to equity derivatives) underlying shares of the issuer showing separately:
        (a) interests in shares (other than pursuant to equity derivatives such as share options, warrants to subscribe or convertible bonds); and
        (b) interests under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives; and
        (ii) cash settled equity derivatives.

        Notes:
        (1) The statements should include the percentage which the aggregate long position in shares represents to the issued voting shares of the issuer.
        (2) A long position arises where a person is a party to an equity derivative, by virtue of which the person:
        (i) has a right to take the underlying shares;
        (ii) is under an obligation to take the underlying shares;
        (iii) has a right to receive money if the price of the underlying shares increases; or
        (iv) has a right to avoid or reduce a loss if the price of the underlying shares increases.
        (3) For (b)(i) above, in respect of options granted to substantial shareholders pursuant to share option schemes under Chapter 23 of the GEM Listing Rules, the statements should show such details as are required to be disclosed under Rule 23.07(1) of the GEM Listing Rules.
        (2) aggregate short position in shares and (in respect of positions held pursuant to equity derivatives) underlying shares of the issuer showing separately:
        (a) short positions in respect of shares arising under a stock borrowing and lending agreement; and
        (b) short positions under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives; and
        (ii) cash settled equity derivatives.

        Notes:
        (1) The statements should include the percentage which the aggregate short position in shares represents to the issued voting shares of the issuer.
        (2) A short position arises:
        (i) where the person is the borrower of shares under a securities borrowing and lending agreement, or has an obligation to deliver the underlying shares to another person who has lent shares;
        (ii) where the person is the holder, writer or issuer of any equity derivatives, by virtue of which the person—
        (a) has a right to require another person to take the underlying shares of the equity derivatives;
        (b) is under an obligation to deliver the underlying shares of the equity derivatives to another person;
        (c) has a right to receive from another person money if the price of the underlying shares declines; or
        (d) has a right to avoid a loss if the price of the underlying shares declines.

      • 18.58C

        For other persons whose interests are recorded (or, in the case of a new listing, are required to be recorded) in the register required to be kept under section 336 of the Securities and Futures Ordinance, the statements should show details of the same matters as are required to be disclosed in the case of a substantial shareholder pursuant to Rule 18.58B, except that note (3) to Rule 18.58B(1) does not apply.

      • 18.59

        The listed issuer should include a discussion and analysis of its performance covering all those matters set out in rule 18.41. The discussion should include any significant information needed for investors to make an informed assessment of the trend of its activities and profit (or loss). It should identify and explain any special factors which has influenced its activities and its profit (or loss) during the relevant period. It should provide a comparison with the corresponding period of the preceding financial year and must also, as far as possible, give an indication of the listed issuer's prospects for the current financial year. Such discussion may focus only on the significant changes in the group's performance since the most recent published annual report. Where the current information in relation to those matters set out in rule 18.41 has not changed materially from the information disclosed in the most recent published annual report, a statement to this effect may be made and no additional disclosure is required.

      • 18.60 [Repealed]

        [Repealed 31 December 2015]

      • 18.61

        Any supplementary information which in the opinion of the directors of the listed issuer is necessary for a reasonable appreciation of the results for the relevant period.

      • 18.62 [Repealed]

        [Repealed 1 July 2008]

      • 18.63

        Information as to the interests (if any) of the Compliance Adviser and its directors, employees and close associates, as notified to the issuer pursuant to rule 6A.32 and all directors and controlling shareholders of the issuer and their respective close associates as referred to in rule 11.04.

      • 18.64

        Each half-year report must state whether or not the information provided therein has been audited (and if so, must set out a copy of the auditors’ report thereon). In the event that any auditors’ report thereon (if any) is a modified report, details of such modification must be set out in the half-year report.

      • 18.65 [Repealed]

        [Repealed 31 December 2015]