Listing Documents (19.08-19.10A)
[Repealed 1 January 2022]
The Exchange may be prepared to permit the omission of information where it considers it appropriate. In considering requests for any such omissions, the Exchange will have regard to:—(1) whether the overseas issuer has a listing on a regulated, regularly operating, open stock market recognised for this purpose by the Exchange and conducts its business and makes disclosure according to the accepted standards in Hong Kong; and(2) the nature and extent of the regulatory standards and controls to which the overseas issuer is subject in its country of incorporation or other establishment.
Overseas issuers who want to omit any of the prescribed information should therefore consult the Exchange at the earliest possible opportunity.
The following modifications and additional requirements apply:—
(1) some of the items of information specified in Parts A and B of Appendix 1 may be inappropriate. In such a case, the item should be appropriately adapted so that equivalent information is given;
(2) the listing document must contain a summary of all provisions of the constitutive documents of the overseas issuer in so far as they may affect shareholders' rights and protections and directors' powers;
Note: An overseas issuer can refer to Section 2 of Appendix 13 Part D (The People’s Republic of China) for guidance on the subject headings that should be used to provide this summary.
(3) the listing document must contain a summary of the relevant regulatory provisions (statutory or otherwise) of the jurisdiction in which the overseas issuer is incorporated or otherwise established in a form to be agreed upon by the Exchange on a case by case basis and in the Exchange's absolute discretion;
(4) if the overseas issuer does not have a board of directors, the statement of responsibility required under paragraph 2 of Parts A and B of Appendix 1 must be made by all the members of the overseas issuer's equivalent governing body and the listing document should be modified appropriately;
(5) for an introduction in the circumstances in rule 7.14(3), the following modifications, exceptions and additional requirements apply:—
(a) the following may be published on the Exchange’s website and the issuer’s own website rather than set out in the listing document:
(i) (without in any way limiting the scope of the summary required by rule 19.10(2)) a comparison between the provisions of the listed Hong Kong issuer's existing articles of association and the proposed content of the constitutive documents of the overseas issuer;
1. 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.
2. An overseas issuer can refer to Section 2 of Appendix 13 Part D (The People’s Republic of China) for guidance on the format that should be used to provide this comparison.
(ii) a summary of the provisions of the constitutive documents of the overseas issuer, which is required by rule 19.10(2); and
(iii) a 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 19.10(3) together with a copy of all relevant statutes and/or regulations;
(b) the details of the rights of shareholders required by paragraph 25 of Part A of Appendix 1 may be limited to a summary of any changes which will occur, if any, as a result of the exchange of securities;
(c) the particulars of any alterations in the capital of any member of the group which is required to be included by paragraph 26 of Part A of Appendix 1 may be limited to particulars of any alterations since the date to which the latest published audited accounts of the Hong Kong issuer were made up;
(d) where the consolidated assets and liabilities of the overseas issuer are substantially the same as those of the issuer or issuers whose securities have been exchanged, the requirement for a valuation and other information on all the overseas issuer's property interests (see paragraph 51A of Part A of Appendix 1 and Chapter 5) will normally only be required by the Exchange if:—
(i) the Hong Kong issuer does not have a policy of revaluing its properties (or a large part of its property portfolio) on an annual basis;
(ii) the Hong Kong issuer has not published a revaluation of its property interests in the last 12 months; and
(iii) the overseas issuer is unwilling to revalue its property interests in its next annual report and accounts.
In determining whether property valuations are required in such cases the Exchange will have regard to the following factors:—
A) the percentage of the book value of the total assets of the Hong Kong issuer (as disclosed in the latest published audited accounts or consolidated accounts, as appropriate) represented by the properties;
B) the date on which the properties were last valued; and
C) whether the properties are held for the Hong Kong issuer's own use or purely for investment purposes; and
(e) any valuations required to be included by paragraph 51A of Part A of Appendix 1 and Chapter 5 (as modified by rule 19.10(5)(d)) need only be summarised in the listing document, if a copy of the full valuation report is published on the Exchange’s website and the issuer’s own website;
(6) the documents to be published on the Exchange’s website and the issuer’s own website will be the documents corresponding to those mentioned in paragraph 53 of Part A and paragraph 43 of Part B of Appendix 1. Unless otherwise provided by the Companies (Winding Up and Miscellaneous Provisions) Ordinance, where any of such documents are not in the English language, certified English translations thereof must be published on the Exchange’s website and the issuer’s own website. In addition, where rule 19.10(3) applies, the overseas issuer must publish on the Exchange’s website and the issuer’s own website a copy of any statutes or regulations which are relevant to the summary of the regulatory provisions of the jurisdiction in which the overseas issuer is incorporated or otherwise established. In particular cases, the Exchange may require other additional documents to be published on the Exchange’s website and the issuer’s own website; and
Note: The Exchange may consider an application for a waiver from strict compliance with the requirement to publish on the Exchange’s website and the issuer’s own website the relevant statutes or regulations under rule 19.10(6) for issuers having a dual primary listing, subject to the conditions that the website addresses of the relevant statutes and regulations applicable to the issuer are disclosed in the listing document; and these websites are easily accessible to the public free of charge.
(7) overseas issuers which are subject to public reporting and filing obligations in their country of incorporation or other establishment (or listing, if different) may be permitted to incorporate in listing documents relevant documents so published. Such documents must be in English, or accompanied by a certified English translation. For example, overseas issuers subject to Securities and Exchange Commission filing requirements in the United States of America may be able to utilise such documents. The Exchange should be consulted in such cases.
Rules 19.10(2) and (3) do not apply to listing documents issued by listed issuers unless they are issued in connection with an introduction or a deemed new listing under the Exchange Listing Rules.