Entire Section

  • Notification

    • After board meetings (31.14)

      • 31.14

        The issuer shall inform the Exchange and publish an announcement immediately after approval by or on behalf of the board of directors or other governing body of:—

        (1) any decision to pass any interest payment on listed debt securities;
        (2) any proposed change in the capital structure;

        Note: Once a decision has been made to submit any such proposal to the board, no dealings in any of the relevant debt securities should be effected by or on behalf of the issuer or any of its subsidiaries until the proposal has been announced or abandoned.
        (3) any new issues of debt securities and, in particular, any guarantee or security in respect thereof;

        Note: The notification of a new issue may be delayed while a marketing or underwriting is in progress (see also Note 1 to rule 31.04).
        (4) any drawing, cancellation or redemption of listed debt securities; and
        (5) any decision to change the general character or nature of the business of the issuer or group.

        Note: In discharging the obligations as set out in this rule, regard should be had to the provisions of rules 2.21 and 2.22, in particular as regards the Exchange's requirements in respect of the communication of information of an urgent nature.

    • Changes (31.15)

      • 31.15

        The issuer shall inform the Exchange and publish an announcement immediately after (and for the purpose of providing details of) any decision made with regard to:—

        (1) any proposed material alteration of the issuer's memorandum or articles of association or equivalent documents which would affect the rights of holders of its listed debt securities;
        (2) any changes in its directorate, and shall procure that each new director or member of its governing body shall sign and lodge with the Exchange no later than 14 business days prior to the proposed date of his appointment a declaration, undertaking and acknowledgement in the relevant form set out in Appendix 6;
        (3) any change in the rights attaching to any class of listed debt securities (including any change in the rate of interest carried by a debt security) and any change in the rights attaching to any shares into which any listed debt securities are convertible or exchangeable; and
        (4) any change in its secretary, auditors or registered office or registered place of business in Hong Kong.

    • Information relating to rights involving the share capital of another company (31.16)

      • 31.16

        Where listed debt securities carry rights of conversion or exchange into or subscription for the share capital of another company, or are guaranteed by another company, the issuer must ensure that adequate information is at all times available about the other company and about any changes in the rights attaching to the shares to which such rights of conversion, exchange or subscription relate. This must include the availability of the annual report and accounts of the other company together with its half-yearly, quarterly or other interim reports and any other information necessary for a realistic valuation of such listed debt securities to be made.

    • Proposed drawings and closure of books (31.17)

      • 31.17

        The issuer shall inform the Exchange in advance of all proposed drawings to effect partial redemptions, and, in the case of registered debt securities, the date on which it is proposed to close the books for the purpose of making a drawing. The Exchange must be informed immediately of the amount of the debt securities outstanding after any such drawing has been made.