Entire Section

  • Appendix 11 Additional Requirements in Respect of Certain Jurisdictions

    • Part A Bermuda

      Section 1. Additional requirements for memorandum and bye-laws

      Section 2. Modifications and additional requirements

      • Additional Requirements for the Memorandum and Bye-Laws of Issuers Incorporated or Otherwise Established in Bermuda

        (see rule 24.06(1))

        In addition to the provisions of Appendix 3, the bye-laws of issuers incorporated or otherwise established in Bermuda must conform with the following provisions:-

        1. As regards the memorandum and bye-laws

        The memorandum and bye-laws must stipulate that they may not be changed without a special resolution, and the bye-laws shall define "special resolution" to mean a resolution passed by members holding three-fourths of the voting rights of those present and voting in person or by proxy at a meeting of members.
        2. As regards class meetings
        (1) The bye-laws shall stipulate that for the purposes of section 47 of the Companies Act 1981 of Bermuda the specified proportion of the holders of shares of a particular class required to sanction a resolution passed at a separate meeting of those holders to approve a variation of class rights shall be members holding three-fourths of the voting rights of that class present and voting in person or by proxy at such meeting.
        (2) Where the issuer is permitted by Bermudian law so to do, the bye-laws shall provide that a proxy need not be a member of the issuer.
        3. As regards notices of general meetings

        The bye-laws shall stipulate that any annual general meeting must be called by notice of at least 21 days, and that any other general meeting (including an extraordinary general meeting) must be called by notice of at least 14 days.
        Note: The articles of association may provide that issuers may convene a general meeting on shorter notice than required under this provision or the companies' bye-laws if it is agreed:
        (a) in the case of an annual general meeting, by all the members entitled to attend and vote at the meeting; and
        (b) in any other case, by a majority in number of the members having the right to attend and vote at the meeting, being a majority together representing at least 95% of the total voting rights at the meeting of all the members.
        4. As to accounts
        (1) The bye-laws shall require the issuer to keep proper books of account necessary to give a true and fair view of the issuer's affairs.
        (2) The bye-laws shall provide that accounts shall be laid before members at the annual general meeting which must be held in each year; not more than 15 months (or such longer period as the Exchange may authorise) may elapse between the date of one annual general meeting and the next.
        5. As to directors

        The bye-laws shall stipulate that the issuer in general meeting must approve the payment to any director or past director of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the director is contractually entitled).
        6. As to corporate representatives

        The bye-laws shall provide that if a recognised clearing house within the meaning of Part 1 of Schedule 1 to the Securities and Futures Ordinance is a member of the company it may, to the extent permitted by law, authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the company or at any meeting of any class of members of the company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. A person authorised pursuant to this provision shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual shareholder of the company.

      • Modifications and Additional Requirements

        (see rules 24.09(2), (3) and (5)(a))
         
        1.    In the case of an introduction in the circumstances set out in rule 10.18(3):—
         
          (1)    the summary of the provisions of the constitutive documents of the overseas issuer, which is required by rule 24.09(2);
         
          (2)    the summary of the relevant regulatory provisions (statutory or otherwise) of the jurisdiction in which the overseas issuer is incorporated or otherwise established, which is required by rule 24.09(3); and
         
          (3)    the comparison between those constitutive documents and the listed Hong Kong issuer's existing articles of association, which is required by rule 24.09(5)(a),
         
          may be published on the Exchange’s website and the issuer’s own website rather than set out in the listing document.
         
        2.    In such cases the details of the articles of association or equivalent document required to be set out in the listing document by paragraph 7 of Part A of Appendix 1 may be limited to a summary of the changes, if any, between the Hong Kong issuer's articles of association and the overseas issuer's proposed constitutive documents, in respect of each of the areas set out in that paragraph, provided that the summary also includes details of any differences or additional provisions in the proposed new constitutive documents which confer on directors of the overseas issuer any special powers, the exercise of which would affect the rights or interests of the shareholders.
         
        3.    The summary and, where relevant, comparison of the constitutive documents required by rules 24.09(2) and 24.09(5)(a), must be set out under the following headings and where any item is not applicable the words "not applicable" should be inserted under the relevant heading:—
         
        (1)    directors
         
        (a)    power to allot and issue shares
         
        (i)    summary
         
        (ii)    differences
         
        (b)    power to dispose of the overseas issuer's or any of its subsidiaries' assets
         
        (i)    summary
         
        (ii)    differences
         
        (c)    compensation or payments for loss of office
         
        (i)    summary
         
        (ii)    differences
         
        (d)    loans to directors
         
        (i)    summary
         
        (ii)    differences
         
        (e)    giving of financial assistance to purchase the overseas issuer's or any of its subsidiaries' shares
         
        (i)    summary
         
        (ii)    differences
         
        (f)    disclosure of interests in contracts with the overseas issuer or any of its subsidiaries
         
        (i)    summary
         
        (ii)    differences
         
        (g)    remuneration
         
        (i)    summary
         
        (ii)    differences
         
        (h)    retirement, appointment, removal
         
        (i)    summary
         
        (ii)    differences
         
        (i)    borrowing powers
         
        (i)    summary
         
        (ii)    differences
         
        (2)    alterations to constitutional documents
         
        (i)    summary
         
        (ii)    differences
         
        (3)    variation of rights of existing shares or classes of shares
         
        (i)    summary
         
        (ii)    differences
         
        (4)    special resolutions — majority required
         
        (i)    summary
         
        (ii)    differences
         
        (5)    voting rights (generally and on a poll)
         
        (i)    summary
         
        (ii)    differences
         
        (6)    requirements for annual general meetings
         
        (i)    summary
         
        (ii)    differences
         
        (7)    accounts and audit
         
        (i)    summary
         
        (ii)    differences
         
        (8)    notice of meetings and business to be conducted thereat
         
        (i)    summary
         
        (ii)    differences
         
        (9)    transfer of shares
         
        (i)    summary
         
        (ii)    differences
         
        (10)    power of overseas issuer to purchase its own shares
         
        (i)    summary
         
        (ii)    differences
         
        (11)    power for any subsidiary of the overseas issuer to own shares in its parent
         
        (i)    summary
         
        (ii)    differences
         
        (12)    dividends and other methods of distribution
         
        (i)    summary
         
        (ii)    differences
         
        (13)    proxies
         
        (i)    summary
         
        (ii)    differences
         
        (14)    calls on shares and forfeiture of shares
         
        (i)    summary
         
        (ii)    differences
         
        (15)    inspection of register of members
         
        (i)    summary
         
        (ii)    differences
         
        (16)    quorum for meetings and separate class meetings
         
        (i)    summary
         
        (ii)    differences
         
        (17)    rights of the minorities in relation to fraud or oppression thereof
         
        (i)    summary
         
        (ii)    differences
         
        (18)    procedures on liquidation
         
        (i)    summary
         
        (ii)    differences
         
        (19)    any other provisions material to the overseas issuer or the shareholders thereof.
         
        4.    [Repealed 5 July 2021]
         
        Additional Documents on Display
         
        5.    The requirements of Chapter 24 and this Appendix mean that in the case of an introduction in the circumstances set out in rule 10.18(3) the following additional documents must be published on the Exchange’s website and the issuer’s own website:—
         
        (1)    a summary of the relevant regulatory provisions (statutory or otherwise) of the country where the overseas issuer is incorporated or otherwise established together with a copy of all relevant statutes and/or regulations;
         
        (2)    a summary of the provisions of the proposed new constitutive documents of the overseas issuer and a comparison between the overseas issuer's constitutive documents and the constitutive documents of the listed Hong Kong issuer or issuers whose securities have been exchanged; and
         
        (3)    copies of the full valuation report in respect of any property valuations which are only summarised in the listing document (see rule 24.09(5)(e)).
         

    • Part B The Cayman Islands

      Section 1. Additional requirements for memorandum and articles of association

      Section 2. Modifications and additional requirements

      • Additional Requirements for the Memorandum and Articles of Association of Issuers Incorporated or Otherwise Established in the Cayman Islands

        (see rule 24.06(1))

        In addition to the provisions of Appendix 3, the articles of association of issuers incorporated or otherwise established in the Cayman Islands must conform with the following provisions:-

        1. As regards the memorandum and articles of association

        To the extent that the same is permissible under Cayman Islands law, the memorandum and articles of association must stipulate that they may not be changed without a special resolution, and the articles of association shall define "special resolution" to mean a resolution passed by members holding three-fourths of the voting rights of those present and voting in person or by proxy at a meeting of members.
        2. As regards general meetings
        (1) The articles of association shall stipulate that if at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied only with the consent in writing of the holders of three-fourths in nominal value of the issued shares of the class in question or with the sanction of a resolution passed at a separate general meeting of the holders of the shares of that class by members holding shares representing three-fourths in nominal value of the shares present in person or by proxy and voting at such meeting. The articles of association shall provide that to every such separate general meeting the provisions of the articles of association relating to general meetings shall mutatis mutandis apply, but the articles of association may vary the quorum provisions relevant to any such meeting.
        (2) The articles of association shall provide that every member shall be entitled to appoint a proxy who need not necessarily be a member of the issuer and that every shareholder being a corporation shall be entitled to appoint a representative to attend any general meeting of the issuer and, where a corporation is so represented, it shall be treated as being present at any meeting in person.
        (3) [Repealed 1 January 2009]
        3. As regards shareholders
        (1) The articles of association shall stipulate that any annual general meeting must be called by notice of at least 21 days, and that any other general meeting (including an extraordinary general meeting) must be called by notice of at least 14 days. The articles of association shall stipulate that the notice convening a meeting shall contain particulars of the resolutions to be considered at that meeting.
        Note: The articles of association may provide that issuers may convene a general meeting on shorter notice than required under this provision or the companies' articles of association if it is agreed:
        (a) in the case of an annual general meeting, by all the members entitled to attend and vote at the meeting; and
        (b) in any other case, by a majority in number of the members having the right to attend and vote at the meeting, being a majority together representing at least 95% of the total voting rights at the meeting of all the members.
        (2) The articles of association shall provide for the branch register of members in Hong Kong to be open for inspection by members but may permit the company to close the register in terms equivalent to sections 632 of the Companies Ordinance.
        (3) The articles of association shall require an annual general meeting to be held in each year and shall provide that the audited accounts shall be sent to members at the same time as the notice of annual general meeting.
        4. As to accounts
        (1) The articles of association shall require the issuer to keep proper books of account necessary to give a true and fair view of the issuer's affairs.
        (2) The articles of association shall provide that accounts shall be audited and shall be laid before members at the annual general meeting which must be held in each year; not more than 15 months (or such longer period as the Exchange may authorise) may elapse between the date of one annual general meeting and the next.
        5. As to directors
        (1) The articles of association shall provide that directors may be removed at any time by ordinary resolution of the members.
        (2) The articles of association shall restrict the making of loans to directors and their close associates and shall import provisions at least equivalent to the provisions of Hong Kong law prevailing at the time of the adoption of the articles of association.
        (3) The articles of association shall contain provisions requiring the directors to declare their material interests in any contracts with the issuer at the earliest meeting of the board of directors of the issuer at which it is practicable for them to do so either specifically or by way of a general notice stating that, by reason of facts specified in the notice, they are to be regarded as interested in any contracts of a specified description which may subsequently be made by the issuer.
        (4) The articles of association shall stipulate that the issuer in general meeting must approve the payment to any director or past director of any sum by way of compensation for loss of office or as consideration or in connection with his retirement from office (not being a payment to which the director is contractually entitled).
        6. As to corporate representatives

        The articles of association shall provide that if a recognised clearing house within the meaning of Part 1 of Schedule 1 to the Securities and Futures Ordinance is a member of the company it may authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the company or at any meeting of any class of members of the company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. A person authorised pursuant to this provision shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual shareholder of the company.

      • Modifications and Additional Requirements

        (see rules 24.09(2), (3) and (5)(a))
         
        1.    In the case of an introduction in the circumstances set out in rule 10.18(3):—
         
          (1)    the summary of the provisions of the constitutive documents of the overseas issuer, which is required by rule 24.09(2);
         
          (2)    the summary of the relevant regulatory provisions (statutory or otherwise) of the jurisdiction in which the overseas issuer is incorporated or otherwise established, which is required by rule 24.09(3); and
         
          (3)    the comparison between those constitutive documents and the listed Hong Kong issuer's existing articles of association, which is required by rule 24.09(5)(a),
         
          may be published on the Exchange’s website and the issuer’s own website rather than set out in the listing document.
         
        2.    In such cases the details of the articles of association or equivalent document required to be set out in the listing document by paragraph 7 of Part A of Appendix 1 may be limited to a summary of the changes, if any, between the Hong Kong issuer's articles of association and the overseas issuer's proposed constitutive documents, in respect of each of the areas set out in that paragraph, provided that the summary also includes details of any differences or additional provisions in the proposed new constitutive documents which confer on directors of the overseas issuer any special powers, the exercise of which would affect the rights or interests of the shareholders.
         
        3.    The summary and, where relevant, comparison of the constitutive documents required by rules 24.09(2) and 24.09(5)(a), must be set out under the following headings and where any item is not applicable the words "not applicable" should be inserted under the relevant heading:—
         
        (1)    directors
         
        (a)    power to allot and issue shares
         
        (i)    summary
         
        (ii)    differences
         
        (b)    power to dispose of the overseas issuer's or any of its subsidiaries' assets
         
        (i)    summary
         
        (ii)    differences
         
        (c)    compensation or payments for loss of office
         
        (i)    summary
         
        (ii)    differences
         
        (d)    loans to directors
         
        (i)    summary
         
        (ii)    differences
         
        (e)    giving of financial assistance to purchase the overseas issuer's or any of its subsidiaries' shares
         
        (i)    summary
         
        (ii)    differences
         
        (f)    disclosure of interests in contracts with the overseas issuer or any of its subsidiaries
         
        (i)    summary
         
        (ii)    differences
         
        (g)    remuneration
         
        (i)    summary
         
        (ii)    differences
         
        (h)    retirement, appointment, removal
         
        (i)    summary
         
        (ii)    differences
         
        (i)    borrowing powers
         
        (i)    summary
         
        (ii)    differences
         
        (2)    alterations to constitutional documents
         
        (i)    summary
         
        (ii)    differences
         
        (3)    variation of rights of existing shares or classes of shares
         
        (i)    summary
         
        (ii)    differences
         
        (4)    special resolutions — majority required
         
        (i)    summary
         
        (ii)    differences
         
        (5)    voting rights (generally and on a poll)
         
        (i)    summary
         
        (ii)    differences
         
        (6)    requirements for annual general meetings
         
        (i)    summary
         
        (ii)    differences
         
        (7)    accounts and audit
         
        (i)    summary
         
        (ii)    differences
         
        (8)    notice of meetings and business to be conducted thereat
         
        (i)    summary
         
        (ii)    differences
         
        (9)    transfer of shares
         
        (i)    summary
         
        (ii)    differences
         
        (10)    power of overseas issuer to purchase its own shares
         
        (i)    summary
         
        (ii)    differences
         
        (11)    power for any subsidiary of the overseas issuer to own shares in its parent
         
        (i)    summary
         
        (ii)    differences
         
        (12)    dividends and other methods of distribution
         
        (i)    summary
         
        (ii)    differences
         
        (13)    proxies
         
        (i)    summary
         
        (ii)    differences
         
        (14)    calls on shares and forfeiture of shares
         
        (i)    summary
         
        (ii)    differences
         
        (15)    inspection of register of members
         
        (i)    summary
         
        (ii)    differences
         
        (16)    quorum for meetings and separate class meetings
         
        (i)    summary
         
        (ii)    differences
         
        (17)    rights of the minorities in relation to fraud or oppression thereof
         
        (i)    summary
         
        (ii)    differences
         
        (18)    procedures on liquidation
         
        (i)    summary
         
        (ii)    differences
         
        (19)    any other provisions material to the overseas issuer or the shareholders thereof.
         
        4.    [Repealed 5 July 2021]
         
        Additional Documents on Display
         
        5.    The requirements of Chapter 24 and this Appendix mean that in the case of an introduction in the circumstances set out in rule 10.18(3) the following additional documents must be published on the Exchange’s website and the issuer’s own website:—
         
        (1)    a summary of the relevant regulatory provisions (statutory or otherwise) of the country where the overseas issuer is incorporated or otherwise established together with a copy of all relevant statutes and/or regulations;
         
        (2)    a summary of the provisions of the proposed new constitutive documents of the overseas issuer and a comparison between the overseas issuer's constitutive documents and the constitutive documents of the listed Hong Kong issuer or issuers whose securities have been exchanged; and
         
        (3)    copies of the full valuation report in respect of any property valuations which are only summarised in the listing document (see rule 24.09(5)(e)).
         

    • Part C The People's Republic of China

      Section 1. Additional required provisions for articles of association

      Section 2. Modifications and additional requirements

      • Additional Requirements for the Articles of Association of Issuers Incorporated in the People'S Republic of China

        (see rule 25.36)

        In addition to the provisions of Appendix 3, the articles of association of issuers incorporated in the People's Republic of China must include:—

        (a) the Mandatory Provisions for Companies Listing Overseas set forth in Zheng Wei Fa (1994) No. 21 issued on 27 August 1994 by the State Council Securities Policy Committee and the State Commission for Restructuring the Economic System (the "Mandatory Provisions");
        (b) in addition to article 36 of the Mandatory Provisions, a provision to the effect that the part of the register of holders of overseas listed foreign shares relating to holders of shares listed on the Exchange shall be maintained in Hong Kong;
        (c) in addition to article 140 of the Mandatory Provisions, a provision to the effect that for its overseas listed foreign shares listed on the Exchange, the issuer shall appoint as receiving agents a company which is registered as a trust company under the Trustee Ordinance of Hong Kong;
        (d) in addition to article 104 of the Mandatory Provisions, provisions that set out the voting procedures of the supervisory committee and must include provisions to the following effect:—
        (i) the election or removal of the chairman of the supervisory committee shall be decided by two-thirds or more of the supervisors; and
        (ii) decisions of the supervisory committee shall be made by the affirmative vote of two-thirds or more of the supervisors;
        (e) in addition to article 148 of the Mandatory Provisions, provisions that set out the procedures for the change, removal and resignation of auditors and must include provisions to the following effect:—
        (i) Where a resolution at a general meeting of shareholders is passed to appoint as auditor a person other than an incumbent auditor, to fill a casual vacancy in the office of auditor, to reappoint as auditor a retiring auditor who was appointed by the board of directors to fill a casual vacancy, or to remove an auditor before the expiration of his term of office, the following provisions shall apply:—
        (A) A copy of the proposal shall be sent before notice of meeting is given to the shareholders to the person proposed to be appointed or the auditor proposing to leave his post or the auditor who has left his post (leaving includes leaving by removal, resignation and retirement).
        (B) If the auditor leaving his post makes representations in writing and requests their notification to the shareholders, the issuer shall (unless the representations are received too late):—
        (x) in any notice of the resolution given to shareholders, state the fact of the representations having been made; and
        (y) send a copy of the representations to every shareholder entitled to notice of general meetings.
        (C) If the auditor's representations are not sent under [article corresponding to (B) above] the auditor may (in addition to his right to be heard) require that the representations be read out at the meeting.
        (D) An auditor who is leaving his post shall be entitled to attend:—
        (x) the general meeting at which his term of office would otherwise have expired;
        (y) any general meeting at which it is proposed to fill the vacancy caused by his removal; and
        (z) any general meeting convened on his resignation;
        and to receive all notices of, and other communications relating to, any such meeting, and to be heard at any such meeting which he attends on any part of the business of the meeting which concerns him as former auditor of the issuer.
        (ii) An auditor may resign his office by depositing at the issuer's seat a notice in writing to that effect and containing:—
        (A) a statement to the effect that there are no circumstances connected with his resignation which he considers should be brought to the notice of the shareholders or creditors of the issuer; or
        (B) a statement of any such circumstances.
        Any such notice shall terminate his office on the date on which it is deposited or on such later date as may be specified therein.
        (iii) Where a notice is deposited under [article corresponding to 1(e)(ii)], the issuer shall within 14 days send a copy of the notice to the competent authority. If the notice contained a statement under [article corresponding to 1(e)(ii)(B)], a copy of the notice shall also be sent to every person entitled to obtain a copy of the issuer's financial statements.
        (iv) Where the auditor's notice of resignation contains a statement under [article corresponding to 1(e)(ii)(B)], he may require the board of directors to convene an extraordinary general meeting of shareholders for the purpose of receiving an explanation of the circumstances connected with his resignation; and
        (f) a provision to the following effect:—

        In addition to holders of other classes of shares, holders of domestic shares and overseas listed foreign shares are deemed to be different classes of shareholders; provided however that the special procedures for approval by separate class shareholders shall not apply to the following circumstances:—
        (i) where the issuer issues, upon approval by a special resolution of its shareholders in a general meeting, either separately or concurrently once every twelve months, not more than twenty per cent. of each of the existing issued domestic shares and overseas listed foreign shares of the issuer; or
        (ii) where the issuer's plan to issue domestic shares and overseas listed foreign shares on establishment is implemented within fifteen months from the date of approval by the China Securities Regulatory Commission or such other competent state council securities regulatory authority."

      • Modifications and Additional Requirements

        (see rule 25.20)

        1. A summary of the constitutive Documents required by rule 25.20(2) must be set out under the following headings and where any item is not applicable the words "not applicable" should be inserted under the relevant heading:—
        (1) directors
        (a) power to allot and issue shares
        (i) summary
        (ii) differences
        (b) power to dispose of the PRC issuer's or any of its subsidiaries' assets
        (i) summary
        (ii) differences
        (c) compensation or payments for loss of office
        (i) summary
        (ii) differences
        (d) loans to directors
        (i) summary
        (ii) differences
        (e) giving of financial assistance to purchase the PRC issuer's or any of its subsidiaries' shares
        (i) summary
        (ii) differences
        (f) disclosure of interests in contracts with the PRC issuer or any of its subsidiaries
        (i) summary
        (ii) differences
        (g) remuneration
        (i) summary
        (ii) differences
        (h) retirement, appointment, removal
        (i) summary
        (ii) differences
        (i) borrowing powers
        (i) summary
        (ii) differences
        (2) alterations to constitutional documents
        (i) summary
        (ii) differences
        (3) variation of rights of existing shares or classes of shares
        (i) summary
        (ii) differences
        (4) special resolutions — majority required
        (i) summary
        (ii) differences
        (5) voting rights (generally and on a poll)
        (i) summary
        (ii) differences
        (6) requirements for annual general meetings
        (i) summary
        (ii) differences
        (7) accounts and audit
        (i) summary
        (ii) differences
        (8) notice of meetings and business to be conducted thereat
        (i) summary
        (ii) differences
        (9) transfer of shares
        (i) summary
        (ii) differences
        (10) power of the PRC issuer to purchase its own shares
        (i) summary
        (ii) differences
        (11) power of any subsidiary of the PRC issuer to own shares in its parent
        (i) summary
        (ii) differences
        (12) dividends and other methods of distribution
        (i) summary
        (ii) differences
        (13) proxies
        (i) summary
        (ii) differences
        (14) calls on shares and forfeiture of shares
        (i) summary
        (ii) differences
        (15) inspection of register of members
        (i) summary
        (ii) differences
        (16) quorum for meetings and separate class meetings
        (i) summary
        (ii) differences
        (17) rights of the minorities in relation to fraud or oppression thereof
        (i) summary
        (ii) differences
        (18) procedures on liquidation
        (i) summary
        (ii) differences
        (19) any other provisions material to the PRC issuer or the shareholders thereof.
        2. The Exchange will require the formal application for listing to be accompanied by a copy of a letter to the PRC issuer from the PRC issuer's Hong Kong legal advisers confirming that they have reviewed the summaries of the relevant PRC law and the constitutive documents and that in their opinion, on the basis of the legal advice received from qualified PRC lawyers, the listing document sets out the material differences between Hong Kong law and applicable PRC law. The letter should also confirm that the constitutive documents contain provisions complying with the provisions of the GEM Listing Rules.