• 2007 2007

    Update Number Effective Date

    (DD/MM/YY)
    Topics
    Update No. 86 09/07/2007 IPO Brokerage
    Update No. 85 21/05/2007 Electronic Disclosure Project and various other amendments
    27/04/2007 Structured Products relating to Expiry Announcements
    25/06/2007 Electronic Disclosure Project (excluding Headline Categories)
    Others -- Proposed Headline Categories
    Update No. 84 01/01/2007 The regulation of sponsors and compliance advisers

    • Update No. 86

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

      Update No. 86

      February 2008

      Dear Sirs,

      Various amendments to the Listing Rules

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

      •   an amendment to implement an extension, to 2:00 p.m. , of the lunchtime publication window for announcements;
      •   an amendment to allow the publication of any type of announcements during the lunchtime publication window; and
      •   amendments to provide for the new arrangements for distribution of brokerage on initial public offerings (IPOs) through Autopay and to include expressly the brokerage payment arrangements for eIPO applications to reflect the current market practice.

      We also enclose the filing instructions.

      Publication of announcements

      On 10 March 2008 the current restrictions on the publication of announcements outside of trading hours will be relaxed. At the same time a modified suspension policy will apply as described in our press release dated 1 February 2008.

      Currently, only preliminary results announcements, overseas regulatory news, suspension announcements and "standard" and "super" announcements can be published via the HKEx website during lunchtime. From 10 March 2008 issuers will be allowed to publish any type of announcement during lunchtime including announcements containing information that may have a material effect on market activity in and the price of the issuer's listed securities.

      Currently the lunchtime window for the publication of announcements ends at 1:30 p.m.. From 10 March 2008 this window will be extended by half an hour to 2:00 p.m..

      IPO brokerage

      Under the new arrangements for distribution of brokerage on IPOs, brokerage paid by investors is passed on by the issuer directly through Autopay into the bank account of the relevant Exchange Participant. This represents an improvement on the previous practice of distributing brokerage by physical cheques and is conducive to the timely and orderly administration of the IPO process.

      The Listing Rules provide for payment of the IPO brokerage to an Exchange Participant or to the Exchange depending on whether or not the successful application form bears the chop of an Exchange Participant. An eIPO does not involve physical application and therefore chopping is not possible. In practice, issuers through registrars still pay the brokerage to an Exchange Participant for an eIPO application which bears the broker number of the Exchange Participant and to the Exchange where the application does not bear a broker number.

      The amendments to paragraph 7 of appendix 8 to the Listing Rules provide for the new arrangements for distribution of brokerage on IPOs through Autopay and expressly include the brokerage payment arrangements for eIPO applications to reflect the current market practice.

      Coming into effect

      The amendments in relation to the publication of announcements will become effective on 10 March 2008.

      The amendments in relation to IPO brokerage became effective on 9 July 2007.

      Please click HEREHERE to see the amendments relating to publication of announcements.

      Please click HEREHERE to see the amendments relating to IPO brokerage.

      Yours faithfully,

      For and on behalf of

      The Stock Exchange of Hong Kong Limited

      Richard Williams

      Head of Listing

    • Update No. 85

      • Electronic Disclosure Project and various other amendments

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

        Update No. 85

        May 2007

        Dear Sirs,

        Amendments to the Listing Rules relating to the Electronic Disclosure Project and various other amendments

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

        •   amendments to implement the abolition of the paid announcement requirement and the new regime for electronic submission of regulatory information for dissemination on the HKEx website (the Electronic Disclosure Project); and
        •   various other, minor amendments to the Listing Rules.

        We also enclose the filing instructions.

        Electronic Disclosure Project

        The Main Board requirement for paid announcements will be abolished on 25 June 2007 when HKEx launches the Electronic Disclosure Project, key features of which include:

        •   Main Board issuers will be required to submit their disclosures to HKEx electronically through HKEx's e-Submission System. Announcements (with limited exceptions) must be submitted for publication outside trading hours.
        •   During Phase 1 (being a period of six months commencing on the effective date of the Electronic Disclosure Project), a Main Board issuer will be required to publish a notification in newspapers whenever it publishes an announcement on the HKEx website and its own website.
        •   In the first 12 months following the commencement of Phase 1, a Main Board issuer without its own website must publish the full announcement in the newspapers as well as on the HKEx website. Thereafter, Main Board issuers must have their own website.

        For further details of the Electronic Disclosure Project, please see HKEx's Exposure Conclusion on "Abolition of Requirement for Main Board Issuers to Publish Paid Announcements in Newspapers and Related Matters" published in July 2006 and Communication Paper "From Paper to Paperless" published in March 2007. These documents are viewable on the HKEx website at http://www.hkex.com.hk/eng/newsconsul/mktconsul/documents/npa.pdf and at http://www.hkex.com.hk/eng/listing/edp/edp_consul/documents/ess_cp.pdf respectively.

        Minor amendments

        The other amendments to the Listing Rules are as follows:

        Reflecting current name of HKICPA

        Various minor amendments have been made to reflect the current name of HKICPA.

        Accounting related definition and references

        Minor amendments have been made to update one accounting definition and various accounting references. Key amendments include:

        •   changing the definition of "Hong Kong Financial Reporting Standards" or "HKFRS" in rule 1.01;
        •   in rule 3.24 changing the old reference to "Fellow or Associate Member" to "certified public accountant registered with the HKICPA";
        •   in rule 4.03 changing the old reference to "professional accountants" to "certified public accountants"; and
        •   in note 9.4 to paragraph 9(1)(h) of Appendix 7C changing the old reference to "Hong Kong accounting standards" to "Hong Kong Financial Reporting Standards".

        Codifying and further liberalising the "no other relationship" exemption in FAQ 56

        A new note 2 has been added to rule 14A.11(4)(c) to codify and further liberalise the "no other relationship" exemption as set out in No. 56 of the "Frequently Asked Questions on Rule Amendments relating to Corporate Governance and Listing Criteria Issues" such that a substantial shareholder of a non wholly-owned subsidiary should also be permitted to act as a director of that subsidiary without it being treated as a connected person.

        General waiver with respect to share lending arrangements

        It is not uncommon for controlling shareholders to seek and be given waivers to enable them to enter into share lending arrangements that facilitate distribution of shares and the settlement of over-allocations in an initial public offering (IPO). A new rule 10.07(3) has been introduced, which codifies these waivers.

        Reduction of SFC Transaction Levy

        The Securities & Futures (Reduction of Levy) Order 2006, which came into operation on 1 December 2006, provides for a 20% reduction of the levy payable in respect of any trading in securities, futures or options contracts. Paragraph 5(2) of Appendix 8 to the Listing Rules has been amended in a manner to reflect this change and to obviate the need to amend the rules in the future as a result of any further rate changes.

        Structured product expiry notices

        With regard to the publication of notices by issuers in respect of the expiry of listed structured products they have issued, rule 15A.82 has been amended to provide that:

        •   no notice is required in respect of cash-settled structured products with an automatic exercise option expiring or maturing on their normal expiry date or maturity date; and
        •   the notice in respect of the expiry or maturity of a structured product arising as a consequence of a mandatory call event (a "knockout") shall be published on the day the mandatory call event occurs.

        Coming into effect

        The amendments in relation to the Electronic Disclosure Project will become effective on 25 June 2007.

        The amendment to rule 15A.82 (structured product expiry notices) became effective on 27 April 2007.

        The remaining minor amendments will become effective on 21 May 2007.

        Please click HEREHERE to see the amendments relating to the Electronic Disclosure Project (excluding Headline Categories).

        Please click HEREHERE to see the amendment to rule 15A.82 (structured product expiry notice).

        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

      • Structured Products relating to Expiry Announcements

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

        Update No. 85

        May 2007

        Dear Sirs,

        Amendments to the Listing Rules relating to the Electronic Disclosure Project and various other amendments

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

        •   amendments to implement the abolition of the paid announcement requirement and the new regime for electronic submission of regulatory information for dissemination on the HKEx website (the Electronic Disclosure Project); and
        •   various other, minor amendments to the Listing Rules.

        We also enclose the filing instructions.

        Electronic Disclosure Project

        The Main Board requirement for paid announcements will be abolished on 25 June 2007 when HKEx launches the Electronic Disclosure Project, key features of which include:

        •   Main Board issuers will be required to submit their disclosures to HKEx electronically through HKEx's e-Submission System. Announcements (with limited exceptions) must be submitted for publication outside trading hours.
        •   During Phase 1 (being a period of six months commencing on the effective date of the Electronic Disclosure Project), a Main Board issuer will be required to publish a notification in newspapers whenever it publishes an announcement on the HKEx website and its own website.
        •   In the first 12 months following the commencement of Phase 1, a Main Board issuer without its own website must publish the full announcement in the newspapers as well as on the HKEx website. Thereafter, Main Board issuers must have their own website.

        For further details of the Electronic Disclosure Project, please see HKEx's Exposure Conclusion on "Abolition of Requirement for Main Board Issuers to Publish Paid Announcements in Newspapers and Related Matters" published in July 2006 and Communication Paper "From Paper to Paperless" published in March 2007. These documents are viewable on the HKEx website at http://www.hkex.com.hk/eng/newsconsul/mktconsul/documents/npa.pdf and at http://www.hkex.com.hk/eng/listing/edp/edp_consul/documents/ess_cp.pdf respectively.

        Minor amendments

        The other amendments to the Listing Rules are as follows:

        Reflecting current name of HKICPA

        Various minor amendments have been made to reflect the current name of HKICPA.

        Accounting related definition and references

        Minor amendments have been made to update one accounting definition and various accounting references. Key amendments include:

        •   changing the definition of "Hong Kong Financial Reporting Standards" or "HKFRS" in rule 1.01;
        •   in rule 3.24 changing the old reference to "Fellow or Associate Member" to "certified public accountant registered with the HKICPA";
        •   in rule 4.03 changing the old reference to "professional accountants" to "certified public accountants"; and
        •   in note 9.4 to paragraph 9(1)(h) of Appendix 7C changing the old reference to "Hong Kong accounting standards" to "Hong Kong Financial Reporting Standards".

        Codifying and further liberalising the "no other relationship" exemption in FAQ 56

        A new note 2 has been added to rule 14A.11(4)(c) to codify and further liberalise the "no other relationship" exemption as set out in No. 56 of the "Frequently Asked Questions on Rule Amendments relating to Corporate Governance and Listing Criteria Issues" such that a substantial shareholder of a non wholly-owned subsidiary should also be permitted to act as a director of that subsidiary without it being treated as a connected person.

        General waiver with respect to share lending arrangements

        It is not uncommon for controlling shareholders to seek and be given waivers to enable them to enter into share lending arrangements that facilitate distribution of shares and the settlement of over-allocations in an initial public offering (IPO). A new rule 10.07(3) has been introduced, which codifies these waivers.

        Reduction of SFC Transaction Levy

        The Securities & Futures (Reduction of Levy) Order 2006, which came into operation on 1 December 2006, provides for a 20% reduction of the levy payable in respect of any trading in securities, futures or options contracts. Paragraph 5(2) of Appendix 8 to the Listing Rules has been amended in a manner to reflect this change and to obviate the need to amend the rules in the future as a result of any further rate changes.

        Structured product expiry notices

        With regard to the publication of notices by issuers in respect of the expiry of listed structured products they have issued, rule 15A.82 has been amended to provide that:

        •   no notice is required in respect of cash-settled structured products with an automatic exercise option expiring or maturing on their normal expiry date or maturity date; and
        •   the notice in respect of the expiry or maturity of a structured product arising as a consequence of a mandatory call event (a "knockout") shall be published on the day the mandatory call event occurs.

        Coming into effect

        The amendments in relation to the Electronic Disclosure Project will become effective on 25 June 2007.

        The amendment to rule 15A.82 (structured product expiry notices) became effective on 27 April 2007.

        The remaining minor amendments will become effective on 21 May 2007.

        Please click HEREHERE to see the amendments relating to the Electronic Disclosure Project (excluding Headline Categories).

        Please click HEREHERE to see the amendment to rule 15A.82 (structured product expiry notice).

        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

      • Electronic Disclosure Project (excluding Headline Categories)

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

        Update No. 85

        May 2007

        Dear Sirs,

        Amendments to the Listing Rules relating to the Electronic Disclosure Project and various other amendments

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

        •   amendments to implement the abolition of the paid announcement requirement and the new regime for electronic submission of regulatory information for dissemination on the HKEx website (the Electronic Disclosure Project); and
        •   various other, minor amendments to the Listing Rules.

        We also enclose the filing instructions.

        Electronic Disclosure Project

        The Main Board requirement for paid announcements will be abolished on 25 June 2007 when HKEx launches the Electronic Disclosure Project, key features of which include:

        •   Main Board issuers will be required to submit their disclosures to HKEx electronically through HKEx's e-Submission System. Announcements (with limited exceptions) must be submitted for publication outside trading hours.
        •   During Phase 1 (being a period of six months commencing on the effective date of the Electronic Disclosure Project), a Main Board issuer will be required to publish a notification in newspapers whenever it publishes an announcement on the HKEx website and its own website.
        •   In the first 12 months following the commencement of Phase 1, a Main Board issuer without its own website must publish the full announcement in the newspapers as well as on the HKEx website. Thereafter, Main Board issuers must have their own website.

        For further details of the Electronic Disclosure Project, please see HKEx's Exposure Conclusion on "Abolition of Requirement for Main Board Issuers to Publish Paid Announcements in Newspapers and Related Matters" published in July 2006 and Communication Paper "From Paper to Paperless" published in March 2007. These documents are viewable on the HKEx website at http://www.hkex.com.hk/eng/newsconsul/mktconsul/documents/npa.pdf and at http://www.hkex.com.hk/eng/listing/edp/edp_consul/documents/ess_cp.pdf respectively.

        Minor amendments

        The other amendments to the Listing Rules are as follows:

        Reflecting current name of HKICPA

        Various minor amendments have been made to reflect the current name of HKICPA.

        Accounting related definition and references

        Minor amendments have been made to update one accounting definition and various accounting references. Key amendments include:

        •   changing the definition of "Hong Kong Financial Reporting Standards" or "HKFRS" in rule 1.01;
        •   in rule 3.24 changing the old reference to "Fellow or Associate Member" to "certified public accountant registered with the HKICPA";
        •   in rule 4.03 changing the old reference to "professional accountants" to "certified public accountants"; and
        •   in note 9.4 to paragraph 9(1)(h) of Appendix 7C changing the old reference to "Hong Kong accounting standards" to "Hong Kong Financial Reporting Standards".

        Codifying and further liberalising the "no other relationship" exemption in FAQ 56

        A new note 2 has been added to rule 14A.11(4)(c) to codify and further liberalise the "no other relationship" exemption as set out in No. 56 of the "Frequently Asked Questions on Rule Amendments relating to Corporate Governance and Listing Criteria Issues" such that a substantial shareholder of a non wholly-owned subsidiary should also be permitted to act as a director of that subsidiary without it being treated as a connected person.

        General waiver with respect to share lending arrangements

        It is not uncommon for controlling shareholders to seek and be given waivers to enable them to enter into share lending arrangements that facilitate distribution of shares and the settlement of over-allocations in an initial public offering (IPO). A new rule 10.07(3) has been introduced, which codifies these waivers.

        Reduction of SFC Transaction Levy

        The Securities & Futures (Reduction of Levy) Order 2006, which came into operation on 1 December 2006, provides for a 20% reduction of the levy payable in respect of any trading in securities, futures or options contracts. Paragraph 5(2) of Appendix 8 to the Listing Rules has been amended in a manner to reflect this change and to obviate the need to amend the rules in the future as a result of any further rate changes.

        Structured product expiry notices

        With regard to the publication of notices by issuers in respect of the expiry of listed structured products they have issued, rule 15A.82 has been amended to provide that:

        •   no notice is required in respect of cash-settled structured products with an automatic exercise option expiring or maturing on their normal expiry date or maturity date; and
        •   the notice in respect of the expiry or maturity of a structured product arising as a consequence of a mandatory call event (a "knockout") shall be published on the day the mandatory call event occurs.

        Coming into effect

        The amendments in relation to the Electronic Disclosure Project will become effective on 25 June 2007.

        The amendment to rule 15A.82 (structured product expiry notices) became effective on 27 April 2007.

        The remaining minor amendments will become effective on 21 May 2007.

        Please click HEREHERE to see the amendments relating to the Electronic Disclosure Project (excluding Headline Categories).

        Please click HEREHERE to see the amendment to rule 15A.82 (structured product expiry notice).

        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

    • Update No. 84

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

      Update No. 84

      13 November 2006

      Dear Sirs,

      Various amendments to the Listing Rules

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

      •   amendments to the Listing Rules relating to the regulation of Sponsors and Compliance Advisers;
      •   amendments to the Listing Rules in respect of structured products;
      •   amendments to the Listing Rules regarding the number of deputy chairmen on the Listing Committee; and
      •   amendment to the Listing Rules relating to the role of the Chairman of the Securities and Futures Commission (SFC).

      We also enclose the filing instructions.

      Amendments relating to the regulation of Sponsors and Compliance Advisers

      In October 2004 the Exchange and the SFC concluded a joint consultation regarding the regulation of Sponsors, Compliance Advisers and independent financial advisers. In the consultation conclusions report published on 19 October 2004 (the 2004 Conclusions) the Exchange and the SFC stated that, in the light of responses to the consultation, going forward, the SFC, as statutory regulator, would be responsible for assessment of eligibility, on-going supervision, discipline and enforcement of the conduct of corporate finance advisers who discharge the work of Sponsors and Compliance Advisers, whilst the Exchange, as market operator, should continue to be responsible for implementation and administration of the Listing Rule requirements including the practice notes on due diligence.

      The 2004 Conclusions stated that the SFC would consult in relation to amendments to its licensing regime and that once that consultation was completed, in order to avoid regulatory duplication, the Exchange intended to remove the existing eligibility criteria from the Listing Rules.

      The SFC has completed its second phase consultation. It published consultation conclusions in April 2006. Consequently, the Exchange now intends to amend the Listing Rules as anticipated in the 2004 Conclusions.

      Key amendments

      The key Listing Rule amendments are set out below.

      •   Currently, in order to undertake work as a Sponsor or Compliance Adviser, a firm must be acceptable to the Exchange. The Exchange has practices regarding what is acceptable. Consistent with removing regulatory overlap regarding the eligibility of Sponsors and Compliance Advisers, the Rules will be amended to provide that the Exchange will permit a firm to work as a Sponsor or Compliance Adviser provided the firm is appropriately licensed or registered by the SFC. For example, refer to the revised definition of Sponsor in Rule 1.01 and Compliance Adviser in Rule 3A.01.
      •   Similarly, the Exchange will no longer have any role in relation to monitoring a firm's ongoing eligibility to undertake Sponsor work or Compliance Adviser work. Again, consistent with the 2004 Conclusions, that will be the sole responsibility of the SFC.
      •   The Listing Rules will be amended such that the SFC alone will be responsible for the discipline and sanctioning of Sponsors and Compliance Advisers. However, the Exchange will continue to co-operate with the SFC in relation to relevant issues regarding the performance of Sponsors and Compliance Advisers, as appropriate.

      Coming into effect

      These Rule amendments will become effective on 1 January 2007 . Transitional arrangements are set out in new Rule 3A.31.

      Amendments in respect of structured products

      Chapter 15A of the Listing Rules has been amended in line with the recommendations set out in "Hong Kong's Derivative Warrants Market, the Way Forward, Results of the Conclusions on the SFC Six Point Plan" (the Consultation Conclusions) published by the SFC on 31 March 2006. The Consultation Conclusions recommended that:

      •   issuers should be permitted to launch Further Issues when they held up to 50% of an existing issue;
      •   the restrictions in respect of minimum issue price and life to maturity should be eased in the case of issues that are identical or substantially the same as existing issues; and
      •   commission rebate and incentive schemes should be banned.

      The amendments to the Listing Rules give effect to these recommendations.

      In addition, the current prohibition on issuance of structured products where an issuer possesses price sensitive information in respect of the underlying will no longer apply where the issuer maintains adequate information management arrangements.

      Coming into effect

      These Rule amendments became effective on 30 September 2006.

      Amendments regarding the number of deputy chairmen on the Listing Committee

      The Listing Rules have been amended to provide the flexibility for the Listing Nominating Committee to nominate and the Exchange Board to appoint more than one deputy chairman to the Listing Committee. The appointment of more than one deputy chairman will allow a reduction in the workload of the Deputy Chairman to the Listing Committee and also aid in succession planning for the role of Listing Committee Chairman.

      Coming into effect

      These Listing Rule amendments became effective on the date they were published, that is, 22 September 2006.

      Amendments relating to the role of the SFC Chairman

      Chapter 38 of the Rules sets out requirements relating to the listing of securities of Hong Kong Exchanges and Clearing Limited (HKEx) on the Exchange.

      At the request of the SFC, Rule 38.08 has been amended to replace the reference to the SFC Chairman with a reference to the SFC Chief Executive Officer.

      Coming into effect

      This Rule amendment became effective on the date it was published, that is, 22 September 2006.

      Please click HEREHERE to see the amendments relating to the regulation of Sponsors and Compliance Advisers.

      Please click HEREHERE to see the amendments in respect of structured products.

      Please click HEREHERE to see the amendments regarding the number of deputy chairmen on the Listing Committee and the amendments relating to the role of the SFC Chairman.

      Yours faithfully

      For and on behalf of

      The Stock Exchange of Hong Kong Limited

      Richard Williams

      Head of Listing