Changes in issued shares – next day disclosure return and monthly return
13.25A(1) In addition and without prejudice to specific requirements contained elsewhere in the Exchange Listing Rules, an issuer must, whenever there is a change in its issued shares as a result of or in connection with any of the events referred to in rule 13.25A(2), submit through HKEx-EPS, or such other means as the Exchange may from time to time prescribe, for publication on the Exchange's website a return in such form and containing such information as the Exchange may from time to time prescribe by not later than 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the business day next following the relevant event.(2) The events referred to in rule 13.25A(1) are as follows:(a) any of the following:(i) placing;(ii) consideration issue;(iii) open offer;(iv) rights issue;(v) bonus issue;(vi) scrip dividend;(vii) repurchase of shares or other securities;(viii) exercise of an option under the issuer's share option scheme by any of its directors;(ix) exercise of an option other than under the issuer's share option scheme by any of its directors;(x) capital reorganisation; or(xi) change in issued shares not falling within any of the categories referred to in rule 13.25A(2)(a)(i) to (x) or rule 13.25A(2)(b); and(b) subject to rule 13.25A(3), any of the following:(i) exercise of an option under a share option scheme other than by a director of the issuer;(ii) exercise of an option other than under a share option scheme not by a director of the issuer;(iii) exercise of a warrant;(iv) conversion of convertible securities; or(v) redemption of shares or other securities.(3) The disclosure obligation for an event in rule 13.25A(2)(b) only arises where:(a) the event, either individually or when aggregated with any other events described in that rule which have occurred since the listed issuer published its last monthly return under rule 13.25B or last return under this rule 13.25A (whichever is the later), results in a change of 5% or more of the listed issuer's issued shares; or(b) an event in rule 13.25A(2)(a) has occurred and the event in rule 13.25A(2)(b) has not yet been disclosed in either a monthly return published under rule 13.25B or a return published under this rule 13.25A.(4) For the purposes of rule 13.25A(3), the percentage change in the listed issuer's issued shares is to be calculated by reference to the listed issuer's total number of issued shares as it was immediately before the earliest relevant event which has not been disclosed in a monthly return published under rule 13.25B or a return published under this rule 13.25A.
A listed issuer shall, by no later than 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the fifth business day next following the end of each calendar month, submit through HKEx-EPS, or such other means as the Exchange may from time to time prescribe, for publication on the Exchange's website, a monthly return in relation to movements in the listed issuer's equity securities, debt securities and any other securitised instruments, as applicable, during the period to which the monthly return relates, in such form and containing such information as the Exchange may from time to time prescribe (irrespective of whether there has been any change in the information provided in its previous monthly return). Such information includes, among other things, the number as at the close of such period of equity securities, debt securities and any other securitised instruments, as applicable, issued and which may be issued pursuant to options, warrants, convertible securities or any other agreements or arrangements.
Note: The Exchange may consider an application for a waiver from strict compliance with rule 13.25B for issuers with, or seeking, a secondary listing under Chapter 19C, subject to the issuer meeting one of the following three conditions:
(a) it has received a relevant partial exemption from Part XV of the SFO;
(b) it publishes a “next day disclosure” in strict compliance with rule 13.25A; or
(c) it is subject to overseas laws or regulations that have a similar effect to rule 13.25B and any differences are not material to shareholder protection.
A listed issuer shall, in relation to each new issue of securities reported in the next day disclosure return under rule 13.25A and the monthly return under rule 13.25B, confirm that (where applicable):(1) the issue of securities has been duly authorised by its board of directors;(2) all money due to the listed issuer in respect of the issue of securities has been received by it;(3) all pre-conditions for listing imposed by the Rules under “Qualification of listing” have been fulfilled;(4) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;(5) all the securities of each class are in all respects identical;
Note: “Identical” means in this context:(a) the securities are of the same nominal value with the same amount called up or paid up;(b) they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and(c) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.(6) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements;(7) all the definitive documents of title have been delivered/are to be delivered/are being prepared and will be delivered in accordance with the terms of issue;(8) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and(9) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.