Entire Section

  • 2010

    Update Number Effective Date

    (DD/MM/YY)
    Topics
    Update No. 98 15/12/2010 Acceptance of Mainland Accounting and Auditing Standards and Mainland Audit Firms for Mainland Incorporated Companies Listed in Hong Kong
    Update No. 96 03/06/2010 Connected Transactions, Requirements for Listed Issuers' Circulars and Listing Documents and Mineral Companies
    Update No. 95 01/02/2010 The Consultation Conclusions on Proposals to Accelerate Rights Issues and Open Offers
    Update No. 94 01/01/2010 Phase 2 of New Post-vetting Regime
    Update No. 89 Annual accounting periods ending on or after 31/12/2010 and half-year accounting periods on or after 30/06/2010 Shortening the time allowed for half-year and annual reporting by Main Board issuers

    • Update No. 98

      Note to subscribers for the amendments to the rules governing the listing of securities (the "Listing Rules")

      Update No. 98

      December 2010

      Dear Sirs,

      Acceptance of Mainland Accounting and Auditing Standards and Mainland Audit Firms for Mainland Incorporated Companies Listed in Hong Kong

      We enclose reprinted pages of the Listing Rules. The reprinted pages incorporate amendments to:-

      •   allow Mainland incorporated issuers to prepare their financial statements using Mainland accounting standards; and
      •   allow Mainland audit firms approved by the Ministry of Finance of China and the China Securities Regulatory Commission to service these issuers using Mainland auditing standards.

      We also enclose the filing instructions.

      Coming into effect

      The amendments come into effect on 15 December 2010.

      Please click HEREHERE to see the amended Rules.

      For and on behalf of
      The Stock Exchange of Hong Kong Limited

      Mark Dickens JP
      Head of Listing

    • Update No. 96

      Note to subscribers for the amendments to the rules governing the listing of securities (the "Listing Rules")

      Update No. 96

      May 2010

      Dear Sirs,

      Various amendments to the Listing Rules

      We enclose reprinted pages of the Listing Rules and the filing instructions. The reprinted pages incorporate:

      •   amendments to implement the proposals in the consultation conclusions on "Proposed Changes to Connected Transaction Rules", "Proposed Changes to Requirements for Circulars and Listing Documents of Listed Issuers", and "New Listing Rules for Mineral Companies" published in May this year; and
      •   minor amendments.

      We have amended the Listing Rules to:

      Connected transactions

      •   exempt transactions with connected persons at the subsidiary level where the size of the subsidiary is insignificant to the issuer;
      •   exempt revenue transactions with associates of a substantial shareholder who is a passive investor;
      •   revise the percentage thresholds for the de minimis exemptions:
      •   from 0.1% to 1% for fully exempt transactions which involve persons connected only at the subsidiary level; and
      •   from 2.5% to 5% for exemption from shareholder approval requirements;
      •   extend the de minimis exemptions to issues of securities by an issuer's subsidiary (ie deemed disposals);
      •   exempt provision of financial assistance by an issuer to a connected person in which the issuer is a shareholder provided it is on normal commercial terms, pro-rata, and on a several basis;
      •   exempt a disposal by an issuer of its interest in a subsidiary to a third party where the subsidiary has a substantial shareholder that is a controller only because of his/its relationship with the subsidiary under Rule 14A.13(1)(b);
      •   extend the exemption for an issuer acquiring consumer goods or services from connected persons for the purpose of or in connection with the issuer's business if there is an open market and transparency in pricing the goods or services concerned;
      •   restrict the circumstances in which a non wholly-owned subsidiary is a connected person by:
      •   excluding a non wholly-owned subsidiary which is connected only because it is (i) a substantial shareholder of another subsidiary or (ii) an associate of a person connected only at the subsidiary level; and
      •   introducing an exemption for intra-group transactions between a "connected subsidiary" (as defined in Rule 14A.11(5)) and its subsidiaries or between its subsidiaries;
      •   remove the following persons from the definition of connected person:
      •   promoters of PRC issuers; and
      •   "PRC Governmental Body" for non PRC issuers;
      •   remove the following persons from the definition of associate:
      •   the holding company of an investee company (ie a company over which a connected person and/or any party closely related to this connected person, individually or together, has control); or a fellow subsidiary of this holding company; and
      •   a company controlled by the investee company (not being a subsidiary of the investee company), and its subsidiary, holding company or fellow subsidiary;
      •   extend the definition of "associate" to a company in which a connected person's relative has a majority control; and
      •   clarify that the annual review requirements apply to continuing connected transactions subject to reporting and disclosure requirements under the connected transaction Rules.

      Circulars and listing documents

      •   for very substantial disposal circulars, introduce options to allow (i) the issuer to disclose its disposal target's financial information, and (ii) the issuer's auditors or reporting accountants to conduct a review of the financial information. These options are alternatives to the current requirement for an accountant's report on the issuer group (including separate note disclosure on the disposal target);
      •   relax the reporting period deadline in an acquisition circular. Under the new Rule, the reporting period will include at least three consecutive financial years and end not more than six months before the circular date;
      •   allow issuers to incorporate previously published financial information in their circulars or listing documents by reference;
      •   for listing documents of listed PRC and overseas issuers, remove disclosure and inspection requirements regarding provisions in their constitutional documents and regulatory provisions in the relevant jurisdictions;
      •   for a notifiable transaction involving an acquisition and a disposal, allow each of the acquisition and disposal to comply with the circular content requirements applicable to its respective transaction classification, rather than the higher classification;
      •   require the working capital sufficiency statement in transaction circulars to take into account the effect of the transaction;
      •   remove the requirement to disclose combined financial information of the enlarged group;
      •   allow PRC issuers to despatch circulars after issuing notice of general meeting and before the deadline for giving such notice under the PRC Company Law;
      •   require information in board minutes for connected transactions to be disclosed in circulars instead of in submissions to the Exchange;
      •   remove the 21-day deadline for despatching circulars (other than information circulars), and require disclosure of the expected date of despatch and any delay;
      •   change the timing for despatching information circulars from calendar days to business days; and
      •   align the directors' responsibility statement with the general disclosure principles under Rule 2.13.

      Mineral Companies

      •   allow companies with at least a meaningful portfolio of Contingent or Indicated Resources to list;
      •   require new applicant Mineral Companies to demonstrate that they have rights to participate actively in the exploration for and/or extraction of natural resources;
      •   require new applicant Mineral Companies to demonstrate that they have available working capital for 125% of the group's present requirements, that is for the next twelve months;
      •   require new applicant Mineral Companies to include independent technical reports ("a Competent Person's Report") on reserves and resources in their listing documents;
      •   require new applicant Mineral Companies that have not commenced production, to disclose plans to proceed to production with indicative dates and costs;
      •   require Mineral Companies acquiring or disposing of mineral or petroleum assets as part of a major (or above) transaction to present a Competent Person's Report in the relevant shareholder circular. Major (or above) acquisitions must also be accompanied by Valuation Reports prepared by Competent Evaluators;
      •   require listed issuers that acquire mineral or petroleum assets as part of a major (or above) transaction to provide a Competent Person's Report and a Valuation Report in the relevant shareholder circular;
      •   require Mineral Companies, and listed issuers that publicly disclose statements on reserves and resources, to update such statements once a year in their annual reports;
      •   require Mineral Companies to include in their interim (half-yearly) and annual reports details of their exploration, development and mining production activities and a summary of expenditure incurred on these activities during the period under review;
      •   require that Competent Persons' Reports be prepared under a recognized Reporting Standard. Other standards may be used but reconciliation to a Reporting Standard must be provided; and
      •   require that Valuation Reports be prepared under CIMVAL, the VALMIN Code or the SAMVAL Code.

      Others

      •   change the subscription periods for right issues and open offers from calendar days to business days, which relate to the proposals to accelerate rights issues and open offers implemented in February 2010; and
      •   update the reference to property valuation standards to "The Hong Kong Institute of Surveyors Valuation Standards on Properties" and the "International Valuation Standards".

      Coming into effect

      The amendments will come into effect on 3 June 2010.

      Please click HEREHERE to see the amendments to the connected transaction Rules.

      Please click HEREHERE to see the amendments to the requirements for issuers' circulars and listing documents.

      Please click HEREHERE to see the amendments to the requirements for mineral companies.

      Please click HEREHERE to see other amendments to the Listing Rules.

      Yours faithfully,

      For and on behalf of
      The Stock Exchange of Hong Kong Limited

      Mark Dickens
      Head of Listing

    • Update No. 95

      Note to subscribers for the amendments to the rules governing the listing of securities (the "Listing Rules")

      Update No. 95

      December 2009

      Dear Sirs,

      Acceleration of rights issues

      We enclose reprinted pages of the Listing Rules. The reprinted pages incorporate amendments to shorten the minimum notice period for book closure in respect of rights issues from 14 calendar days to six business days and codify the requirements where the issuer decides on a record date without book closure.

      A new note 2 has been added to the rule 13.66 to require, in the case of a rights issue, the issuer to provide at least two trading days (during neither of which trading is interrupted) for trading cum-rights securities before book closure. The amendments implement the proposals in the "Consultation Conclusions on Proposals to Accelerate Rights Issues and Open Offers" published in December this year.

      We also enclose the filing instructions.

      Coming into effect

      The amendments will come into effect on 1 February 2010.

      Please click HEREHERE to see the amended Rules.

      Yours faithfully,

      For and on behalf of
      The Stock Exchange of Hong Kong Limited

      Mark Dickens
      Head of Listing

    • Update No. 94

      Note to subscribers for the amendments to the rules governing the listing of securities (the "Listing Rules")

      Update No. 94

      October 2009

      Dear Sirs,

      Phase 2 of New Post-vetting Regime

      We enclose reprinted pages of the Listing Rules incorporating amendments to remove pre-vetting requirements for issuers' announcements for major transactions and connected transactions.

      Phase 1 of the new post-vetting regime commenced on 1 January 2009 following market support in the consultation launched in January 2008. The consultation conclusion was published in November 2008.

      The Exchange stated in the 2008 consultation conclusion that it would, subject to market readiness and the Securities and Futures Commission's approval, cease pre-vetting all announcements. Based on the proposed timetable, Phase 2 will be implemented on 1 January 2010 and will cover announcements for major transactions and connected transactions. It will take a further 12 months for the final phase to be implemented to cover all remaining categories of announcements.

      In light of the market support and issuers' smooth transition to Phase 1, we will implement Phase 2 from 1 January 2010 .

      We also enclose the filing instructions.

      Coming into effect

      The amendments will come into effect on 1 January 2010.

      Please click HEREHERE to see the amendments relating to Phase 2 of New Post-vetting Regime.

      Yours faithfully,

      For and on behalf of

      The Stock Exchange of Hong Kong Limited

      Mark Dickens
      Head of Listing

    • Update No. 89

      Note to subscribers for the amendments to the rules governing the listing of securities (the "Listing Rules")

      Update No. 89

      September 2008

      Dear Sirs,

      Various amendments to the Listing Rules

      We enclose reprinted pages of the Listing Rules. The reprinted pages incorporate:-

      •   amendments regarding shortening the time allowed for half-year and annual reporting by Main Board issuers; and
      •   minor amendments.

      We also enclose the filing instructions.

      Half-year and annual reporting

      The reprinted pages incorporate amendments to shorten the time allowed for half-year and annual reporting by Main Board issuers, which were among the proposals set out in the "Consultation Paper on Periodic Financial Reporting" published by the Exchange in August 2007.

      The rule amendments:-

      •   shorten the reporting deadlines for the release of half-year results announcements (from three months to two months) by Main Board issuers; and
      •   shorten the reporting deadlines for the release of annual results announcements (from four months to three months) by Main Board issuers.

      The amendments will apply to half-year accounting periods ending on or after 30 June 2010 and annual accounting periods ending on or after 31 December 2010.

      Minor amendments

      The reprinted pages incorporate the final versions of those minor amendments set out for public exposure in the "Combined Consultation Paper on Proposed Changes to the Listing Rules" published by the Exchange in January 2008 which remained to be implemented. These include amendments to reduce further the numbers of hard copies of documents which issuers are required to provide to the Exchange under the Listing Rules.

      Coming into effect

      The amendments will become effective on 1 September 2008.

      Please click HEREHERE to see the amendments relating to the half-year and annual reporting.

      Please click HEREHERE to see the amendments relating to the minor amendments.

      Yours faithfully,

      For and on behalf of

      The Stock Exchange of Hong Kong Limited

      Richard Williams

      Head of Listing