Entire Section

  • Disclosure of Financial Information

    • Distribution of annual report and accounts (13.46)

      • 13.46

        (1) In the case of an issuer (other than an overseas issuer and a PRC issuer):—
        (a) Such issuer shall send to
        (i) every member of the issuer; and
        (ii) every other holder of its listed securities (not being bearer securities),
        a copy of either (A) its annual report including its annual accounts and, where the issuer prepares consolidated financial statements referred to in section 379(2) of the Companies Ordinance, the consolidated financial statements, together with a copy of the auditors' report thereon, or (B) its summary financial report not less than 21 days before the date of the issuer's annual general meeting and in any event not more than four months after the end of the financial year to which they relate. The issuer may send a copy of its summary financial report to a member and a holder of its listed securities in place of a copy of its annual report and accounts, provided that it complies with the relevant provisions set out in sections 437 to 446 of the Companies Ordinance and in the Companies (Summary Financial Reports) Regulation.
        (b) Nothing in rule 13.46(1)(a) shall require an issuer to send any of the documents referred to therein to:—
        (i) a person of whose address the issuer is unaware; or
        (ii) more than one of the joint holders of any of its listed securities.

        Notes:
        1. The directors' report, auditors' report, annual accounts and, where applicable, summary financial report must be in the English language and must be accompanied by a Chinese translation. In respect of overseas members, it shall be sufficient for the issuer to mail an English language version of either (i) its directors' report, auditors' report and annual accounts or (ii) its summary financial report if such documents contain a prominent statement in both English and Chinese to the effect that a Chinese translation is available from the issuer, on request.
        2. Sections 429 and 431 of the Companies Ordinance require the directors of a Hong Kong issuer to lay the issuer's annual financial statements before its members at its annual general meeting within the period of 6 months after the end of the financial year or accounting reference period to which the annual financial statements relate.
        3. If an issuer has significant interests outside Hong Kong it may apply for an extension of the six-month period. However, attention is drawn to section 431 of the Companies Ordinance which requires any extension of the time limit to be approved by the Court of First Instance.
        4. [Repealed 1 January 2011]
        (2) In the case of an overseas issuer or a PRC issuer:—
        (a) Such issuer shall send to:—
        (i) every member of the issuer; and
        (ii) every other holder of its listed securities (not being bearer securities),
        a copy of either (A) its annual report including its annual accounts and, where the issuer prepares group accounts, its group accounts, together with a copy of the auditors' report thereon or (B) its summary financial report, not less than 21 days before the date of the issuer's annual general meeting and in any event not more than four months after the end of the financial year to which they relate. The issuer may send a copy of its summary financial report to a member and a holder of its listed securities in place of a copy of its annual report and accounts, provided that it complies with provisions no less onerous than the relevant provisions set out in sections 437 to 446 of the Companies Ordinance and in the Companies (Summary Financial Reports) Regulation for listed issuers incorporated in Hong Kong.
        (b) An issuer should lay its annual financial statements before its members at its annual general meeting within the period of 6 months after the end of the financial year or accounting reference period to which the annual financial statements relate.
        (c) Nothing in rule 13.46(2)(a) shall require an issuer to send any of the documents referred to therein to:—
        (i) a person of whose address the issuer is unaware; or
        (ii) more than one of the joint holders of any of its listed securities.

        Notes:
        1. If an issuer's primary listing is or is to be on the Exchange the annual report, annual accounts, auditors' report and, where applicable, summary financial report must be in the English language and must be accompanied by a Chinese translation. In respect of overseas members, it shall be sufficient for the issuer to mail an English language version of its annual report, annual accounts, auditors' report and, where applicable, summary financial report if such documents contain a prominent statement in both English and Chinese to the effect that a Chinese translation is available from the issuer, on request. If the issuer's primary listing is or is to be on another stock exchange such documents must be in the English language or be accompanied by a certified English translation.
        2. If an issuer has significant interests outside Hong Kong it may apply for an extension of the six month period.
        3. [Repealed 1 January 2011]
        4. Newly listed issuers will be required to prepare and publish the relevant annual report or summary financial 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 four-month deadline for publishing the report falls after the date on which dealings in the securities of the listed issuer commenced. The requirements under rule 13.46(1)(a) or 13.46(2)(a) are not applicable to the reporting 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 Appendix 16 in relation to annual reports, in respect of such reporting period;
        (b) a statement as to whether it complies with the Corporate Governance Code in Appendix 14 and, if not, the reason for 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 annual reports and accounts.
        Such a newly listed issuer should publish an announcement no later than the time prescribed in rule 13.46(1)(a) or 13.46(2)(a) that the relevant financial information has been included in its listing document. The newly listed issuer must still comply with the requirements under rule 13.91(5).

    • Annual Reports (13.47)

      • 13.47

        An issuer's annual report must comply with the provisions set out in Appendix 16 in relation to annual reports. The issuer's summary financial report must comply with the provisions set out in the Companies (Summary Financial Reports) Regulation.

        Note: Issuers' attention is drawn to paragraphs 6 to 34A and 50 inclusive of Appendix 16.

    • Interim Reports (13.48)

      • 13.48

        (1)    In respect of the first six months of each financial year of an issuer unless that financial year is of six months or less, the issuer shall send to the persons listed in rule 13.46(1), either (i) an interim report, or (ii) a summary interim report not later than three months after the end of that period of six months. The issuer may send a copy of its summary interim report to a member and a holder of its listed securities in place of a copy of its interim report, provided that such summary interim report complies with the relevant provisions of the Companies (Summary Financial Reports) Regulation governing summary financial reports.
         
          Note:  Newly listed issuers will be required to prepare and publish the relevant interim report or summary interim 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 three-month deadline for publishing the report falls after the date on which dealings in the securities of the listed issuer commenced. The requirements under rule 13.48(1) are not applicable to the interim 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 Appendix 16 in relation to interim 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 Corporate Governance Code in Appendix 14 and, if not, the reason for 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 interim reports.
         
            Such a newly listed issuer should publish an announcement no later than the time prescribed in rule 13.48(1) that the relevant financial information has been included in its listing document.
         
        (2)    The interim report must comply with the provisions set out in Appendix 16 in relation to interim reports. The summary interim report must comply with the provisions set out in Appendix 16 in relation to summary interim reports.
         
          Note:  Issuers' attention is drawn to paragraphs 37 to 44 and 51 inclusive of Appendix 16.
         
        (3)    [Repealed 1 January 2011]

    • Preliminary Announcements of Results — Full Financial Year (13.49)

      • 13.49

        (1)    An issuer shall publish in accordance with rule 2.07C its preliminary results in respect of each financial year as soon as possible, but in any event not later than the time that is 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the next business day after approval by or on behalf of the board. The issuer must publish such results not later than three months after the end of the financial year.
         
        Note:    Newly listed issuers will be required to prepare and publish the relevant annual results (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 three-month deadline for publishing the results falls after the date on which dealings in the securities of the listed issuer commenced. The requirements under rule 13.49(1) are not applicable to the reporting 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 Appendix 16 in relation to annual results announcements, in respect of such reporting period; and
         
        (b)    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 publishing such annual results announcements.

        Such a newly listed issuer should publish an announcement no later than the time prescribed in rule 13.49(1) that the relevant financial information has been included in its listing document.
         
        (2)    The preliminary announcement shall be based on the issuer's financial statements for the financial year which shall have been agreed with the auditors.
         
        (3)     
        (i)    Where an issuer is unable to make an announcement of its preliminary results based on its financial statements in accordance with rules 13.49(1) and 13.49(2), it must make an announcement not later than three months after the end of the financial year.

        The announcement must contain at least the following information:—
         
        (a)    a full explanation for its inability to make an announcement based on financial statements which have been agreed with the auditors. Where there are uncertainties arising from the lack of supporting evidence or relating to the valuation of assets or liabilities, sufficient information to allow investors to determine the significance of the assets or liabilities;
         
        (b)    the expected date of announcement of the financial results for the financial year which shall have been agreed with the auditors; and
         
        (c)    so far as the information is available, results for the financial year based on financial results which have yet to be agreed with the auditors. Where possible, those results must have been reviewed by the issuer's audit committee. In the event that the audit committee disagreed with an accounting treatment which had been adopted or the particulars published in accordance with rule 13.49(3)(i)(a), full details of such disagreement.
         
        (ii)    Where an issuer makes an announcement in accordance with rule 13.49(3)(i), then:
         
        (a)    the issuer will be required to comply with the requirements set out in rule 13.49(2), as soon as the financial results for the financial year have been agreed with the auditors; and
         
        (b)    where the financial results for the financial year which have been agreed by the auditors differ materially from the financial results published by the issuer in accordance with rule 13.49(3)(i)(c), full particulars of, and reasons for, the difference must be set out in the preliminary announcement of such agreed results.
         
        (4)    The preliminary announcement of results (made in accordance with rule 13.49(2) or 13.49(3)) must comply with the provisions set out in Appendix 16 in relation to preliminary announcements of results for the full financial year.
         
        Note:    Issuers' attention is drawn to paragraphs 45 and 45A of Appendix 16.
         
        (5)    [Repealed 25 June 2007]
         

        Preliminary Announcements of Results — First Half of The Financial Year

        (6)    The issuer shall publish in accordance with rule 2.07C a preliminary announcement in respect of its results for the first six months of each financial year, unless that financial year is of six months or less, as soon as possible, but in any event not later than the time that is 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the next business day after approval by or on behalf of the board. The issuer must publish such results not later than two months after the end of that period of six months.

        In circumstances where the issuer is unable to make such an announcement, the issuer must make an announcement within the required time referred to above. The announcement must contain:—
         
        (i)    a full explanation for its inability to make an announcement based on unaudited financial statements; and
         
        (ii)    the expected date of announcement of the unaudited results for the first half of the financial year.
         
        Note:    Newly listed issuers will be required to prepare and publish the relevant interim results (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 two-month deadline for publishing the results falls after the date on which dealings in the securities of the listed issuer commenced. The requirements under rule 13.49(6) are not applicable to the interim 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 Appendix 16 in relation to interim results announcements, in respect of such six-month period (with comparative figures for the corresponding six-month period of the immediately preceding financial year); and
         
        (b) 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 publishing such interim results announcements.
         
        Such a newly listed issuer should publish an announcement no later than the time prescribed in rule 13.49(6) that the relevant financial information has been included in its listing document.
        (7)    The preliminary announcement of interim results must comply with the provisions set out in Appendix 16 in relation to preliminary announcements of interim results.
         
        Note:    Issuers' attention is drawn to paragraph 46 of Appendix 16.
         
        (8)    [Repealed 25 June 2007]
         

    • Suspension on Failure to Publish Timely Financial Information (13.50)

      • 13.50

        Without prejudice to the generality of rules 13.46, 13.47, 13.48 and 13.49, the Exchange will normally require suspension of trading in an issuer's securities if an issuer fails to publish periodic financial information in accordance with the Exchange Listing Rules. The suspension will normally remain in force until the issuer publishes an announcement in accordance with rule 2.07C containing the requisite financial information.

      • 13.50A

        The Exchange will normally require suspension of trading in an issuer’s securities if it publishes a preliminary results announcement for a financial year as required under rules 13.49(1) and (2) and the auditor has issued, or has indicated that it will issue, a disclaimer of opinion or an adverse opinion on the issuer’s financial statements. The suspension will normally remain in force until the issuer has addressed the issues giving rise to the disclaimer or adverse opinion, provided comfort that a disclaimer or adverse opinion in respect of such issues would no longer be required, and disclosed sufficient information to enable investors to make an informed assessment of its financial positions.

         

         

        Notes: (1)The Exchange will not normally suspend trading in an issuer’s securities under this rule where the issuer publishes a preliminary results announcement for a financial year and the auditor has issued, or has indicated that it will issue, a disclaimer of opinion on the issuer’s financial statements relating to the going concern issue only (and not any other issues). The preliminary results announcement must contain details of the audit modification, the facts and circumstances giving rise to the modification (including the different views of the issuer and its auditor), and the actions taken and/or to be taken by the issuer to address the modification.
          (2)If the issuer has addressed all the issues giving rise to the disclaimer of opinion or adverse opinion before the publication of the preliminary results announcement and disclosed sufficient information to enable investors to make an informed assessment of its financial position, suspension of trading may not be required under this rule.

      • 13.50B

        As a transitional arrangement for issuers whose securities have been suspended from trading under rule 13.50A, the 18 month period referred to in rule 6.01A(1) is extended to 24 months if the suspension during the 18 month period is only due to a disclaimer or adverse opinion on the issuer’s financial statements for the financial years commencing between 1 September 2019 and 31 August 2021, both dates inclusive.