Disciplinary Jurisdiction and Sanctions
(1) The Exchange may bring disciplinary actions and impose or issue the sanctions in rule 2A.10 against any of the following:
(a) a listed issuer or any of its subsidiaries;
(b) any director of a listed issuer or any of its subsidiaries (or any alternate of such director);
(c) any member of the senior management of a listed issuer or any of its subsidiaries;
(d) any substantial shareholder of a listed issuer;
(e) any professional adviser of a listed issuer or any of its subsidiaries;
(f) any employee of a professional adviser of a listed issuer or any of its subsidiaries;
(g) any authorised representative of a listed issuer;
(h) any supervisor of a PRC issuer;
(i) any guarantor in the case of a guaranteed issue of debt securities or structured products; and
(j) any other party who gives an undertaking to or enters into an agreement with the Exchange.
(2) For the purposes of this rule:
(a) "listed issuer" includes an issuer of listed structured products;
(b) "professional adviser" includes any financial adviser, independent financial adviser, lawyer, accountant, property valuer or any other person retained by an issuer to provide professional advice in relation to a matter governed by the Listing Rules. It does not include sponsors or Compliance Advisers; and
(c) "senior management" includes:
(i) any person occupying the position of chief executive, supervisor, company secretary, chief operating officer or chief financial officer, by whatever name called;
(ii) any person who performs managerial functions under the directors’ immediate authority; or
(iii) any person referred to as senior management in the listed issuer’s corporate communication or any other publications on the Exchange’s website or on the listed issuer’s website.
(3) The scope of any disciplinary action taken against a professional adviser under rules 2A.09, 2A.10 and 2A.10B, including any ban imposed on a professional adviser under rule 2A.10(9), shall be limited to matters governed by or arising out of the Listing Rules.
(4) Professional advisers, when acting in connection with Listing Rule matters on which they are instructed to advise, shall use all reasonable efforts to ensure that their clients understand and are advised as to the scope of and their obligations under the Listing Rules. They must not knowingly provide any information to the Exchange which is false or misleading in a material particular.
If the Listing Committee finds there has been a breach of the Listing Rules by any of the parties named in rule 2A.09, it may: —
(1) issue a private reprimand;
(2) issue a public statement involving criticism;
(3) issue a public censure;
(4) state publicly that in the Exchange's opinion the occupying of the position of director or senior management of a named listed issuer or any of its subsidiaries by an individual may cause prejudice to the interests of investors;
(5) in the case of serious or repeated failure by a director to discharge his responsibilities under the Listing Rules, state publicly that in the Exchange’s opinion the director is unsuitable to occupy a position as director or within senior management of a named listed issuer or any of its subsidiaries;
(6) deny the facilities of the market to a listed issuer for a specified period and/or until fulfilment of specified conditions and prohibit dealers and financial advisers from acting or continuing to act for that issuer;
(7) suspend trading in the listed issuer’s securities or any class of its securities;
(8) cancel the listing of the listed issuer’s securities or any class of its securities;
(9) ban a professional adviser or a named individual employed by a professional adviser from representing any or a specified party in relation to a stipulated matter or matters coming before the Listing Division or the Listing Committee for a stated period;
(10) recommend reporting the conduct of the party in breach to the Commission or another regulatory authority, whether in Hong Kong or overseas (for example, the Financial Secretary or any professional body);
(11) order rectification or other remedial action to be taken within a stipulated period; and
(12) take, or refrain from taking, such other action as it thinks fit, including making public any action taken.
1. Any reference to the Listing Committee in rules 2A.10, 2A.10A and 2A.10B includes both the Listing Committee and the Listing Review Committee.
2. Where the Listing Committee or the Listing Review Committee (as the case may be, after the decision has become final), issues:
(i) a public sanction under rule 2A.10, such sanction will be published with reasons; or
(ii) a private reprimand, the substance of such sanction may be published with reasons without disclosing the identities of the parties involved.
3. In exercising its powers of sanction the Exchange will recognise the differing roles and levels of responsibility of the persons against whom sanctions may lie under rule 2A.09.
4. For the purposes of this rule and rule 2A.10A(2) below, denying "facilities of the market" is not intended to mean cancellation of listing. It is meant to include withholding approval of any matters that require approval from the Exchange, including the issuance of shares.
(1) If a statement under rule 2A.10(4) with follow-on actions in sub-rule (2) below, or rule 2A.10(5), has been made against an individual, the listed issuer:
(a) named in the statement; or
(b) in respect of which any of its subsidiaries is named in the statement
must include in all of its announcements and corporate communications to be published a reference to the sanction made under rule 2A.10(4) or 2A.10(5), unless and until that individual ceases to be a director or senior management, as the case may be, of the named listed issuer and/or its subsidiaries.
(2) If an individual against whom a statement has been made under rule 2A.10(4) or 2A.10(5) occupies the position of director or senior management, as the case may be, of the named listed issuer or subsidiary, as the case may be, after a date to be determined and specified by the Listing Committee, the Listing Committee may, at any time in its sole discretion, impose the follow-on actions below:
(a) order that the facilities of the market be denied to that issuer for a specified period; and/or
(b) suspend or cancel the listing of that issuer's securities or any class of its securities.
(3) The Listing Committee may make public any follow-on action imposed under rule 2A.10A(2).
In addition to imposing the sanctions in rule 2A.10 when a party has failed to discharge obligations or responsibilities expressly imposed on that party by a specific Listing Rule, the Listing Committee may impose the sanctions in rule 2A.10 on any of the parties named in rule 2A.09 above, if it finds the party has:-
(1) failed to comply with a requirement imposed by the Listing Division or the Listing Committee;
(2) contravened an undertaking given to or breached an agreement with the Exchange in relation to a listing matter; or
(3) caused by action or omission or knowingly participated in a contravention of the Listing Rules or a requirement referred to in (1) above.
Note: In respect of parties covered by section 23(8) of the SFO, a sanction may be imposed under rule 2A.10B(3) in and only in the circumstances prescribed for disciplinary action in the arrangements agreed from time to time between the Exchange and the relevant professional regulatory body; and, in considering whether a party covered by section 23(8) of the SFO has breached rule 2A.10B(3), the Exchange will take into account, among other things, whether such party has knowingly or recklessly facilitated or participated in a breach of the Listing Rules or any undertaking given to or any agreement with the Exchange.
The Listing Committee will, if requested by any party to be reprimanded, criticised, censured or otherwise sanctioned in pursuance of the powers contained in rules 2A.09, 2A.10, 2A.10A and 2A.10B (a “review applicant”), give its reasons in writing for the decision made against that review applicant pursuant to rules 2A.09, 2A.10, 2A.10A and 2A.10B and that review applicant shall have the right to have the decision against him referred to the Listing Review Committee for a further and final review. The Listing Review Committee may endorse, overturn, modify or vary the ruling of the earlier meeting. Subject to rule 2A.16A, the decision of the Listing Review Committee on review shall be conclusive and binding on the review applicant. If requested by the review applicant, the Listing Review Committee will give reasons in writing for its decision on review.
A request for a review of any decision of the Listing Committee made pursuant to rule 2A.11 must be served on the Secretary within seven business days of the issue of the Listing Committee's decision unless written reasons for a decision are requested, in which case a request for a review of that decision must be notified within seven business days of the issue of the written reasons.
Any request for the Listing Committee or the Listing Review Committee to give its reasons in writing for its decision shall be made within three business days of the issue of its decision. Where requested, written reasons for a decision will be provided to all parties to the proceedings by the Listing Committee or the Listing Review Committee (as the case may be) as soon as possible and, in any event, within 14 business days of the receipt of the request.
Any person, other than an issuer, its sponsor and authorised representatives, who is aggrieved by a decision of the Listing Division or the Listing Committee may express his views, in writing, to the Chairman of the Listing Committee. The Listing Committee may, in its sole discretion, decide to fully review the matter, having regard to the rights of any third party which may have been created in reliance upon the earlier decision.
The Listing Committee and the Listing Review Committee may from time to time prescribe such procedures and regulations for any review meetings or hearings of the respective Committee as they may think fit, including procedures for appointing from time to time the Chairman for any review hearing, procedures governing members’ conflict of interest and the publication of decisions and reasons.