This section sets out the obligations that apply to an issuer if the Exchange agrees to list its securities. If the securities are guaranteed then the guarantor must also comply with the obligations set out in rules 37.45, 37.46, 37.46A, 37.47, 37.47A, 37.47D, 37.47E and 37.53 and accordingly, references in these rules to “issuer” shall be construed accordingly to mean the “guarantor” and references to “issuer’s listed debt securities”, “its listed debt securities” and “the listed debt securities” shall be construed accordingly to mean the listed debt securities guaranteed by the guarantor. An issuer (and a guarantor, if any) must comply with these obligations:
(a) until the securities expire; or
(b) until they are withdrawn from listing.
If an issuer is required to announce information then:
(a) it must do so by an announcement under rule 2.07C, except that the announcement may be in English or Chinese only; and
(b) the announcement must include the following disclaimer:
"Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document."
An issuer must comply with the Listing Rules in force from time to time.
Where the Exchange makes enquiries concerning unusual movements in the price or trading volume of an issuer’s listed debt securities, the possible development of a false market in its listed debt securities, or any other matters, the issuer must respond promptly as follows:
(a) provide to the Exchange and, if requested by the Exchange, announce, any information relevant to the subject matter(s) of the enquiries which is available to it, so as to inform the market or to clarify the situation; or
(b) if, and only if, the directors of the issuer, having made such enquiry with respect to the issuer as may be reasonable in the circumstances, are not aware of any matter or development that is or may be relevant to the unusual trading movement of its listed debt securities, or information necessary to avoid a false market, or any inside information which needs to be disclosed under the Inside Information Provisions, and if requested by the Exchange, make an announcement containing a statement to that effect.
An issuer must as soon as reasonably practicable, after consultation with the Exchange, announce any information which:
(a) [Repealed 1 January 2013]
(b) is necessary to avoid a false market in its listed debt securities where in the view of the Exchange there is or there is likely to be a false market in its listed debt securities.
Note: If an issuer believes that there is likely to be a false market in its listed debt securities, it must contact the Exchange as soon as reasonably practicable.
(c) [Repealed 1 January 2013]
The issuer must as soon as reasonably practicable announce any information which may have a material effect on its ability to meet the obligations under the listed debt securities.
37.47B(a) Where an issuer is required to disclose inside information under the Inside Information Provisions, it must also simultaneously announce the information.(b) An issuer must simultaneously copy to the Exchange any application to the Commission for a waiver from disclosure under the Inside Information Provisions, and promptly upon being notified of the Commission's decision copy it to the Exchange.
An issuer must, as soon as reasonably practicable, apply for a trading halt or a trading suspension where there is:
(a) information under rule 37.47 or rule 37.47A; or
(b) inside information which must be disclosed under the Inside Information Provisions; or
(c) inside information which is the subject matter of an application to the Commission for a waiver but its confidentiality has been lost,
and the information cannot be announced promptly.
An issuer must, after trading in its listed debt securities has been suspended, publish quarterly announcements of its developments.
An issuer must as soon as reasonably practicable announce any information which relates to:
(a) a default on its listed debt securities;
(b) the appointment of a receiver or manager either by any court having jurisdiction or any application to any court having jurisdiction for the appointment of a receiver or manager, or equivalent action in the country of incorporation or other establishment, in respect of the business or any part of the business of the issuer or the property of the issuer;
(c) the presentation of any winding-up petition, or equivalent application in the country of incorporation or other establishment, or the making of any winding-up order or the appointment of a provisional liquidator, or equivalent action in the country of incorporation or other establishment, against or in respect of the issuer; or
(d) the passing of any resolution by the issuer that it be wound up by way of members’ or creditors’ voluntary winding-up, or equivalent action in the country of incorporation or other establishment.
An issuer must announce as soon as possible:
(a) if aggregate redemptions or cancellations exceed 10% and every subsequent 5% interval of an issue; or
(b) any public disclosure made on another stock exchange about its listed debt securities.
An issuer must notify the Exchange in advance of any proposal to:
(a) replace a trustee for bondholders; or
(b) amend the trust deed; or
(c) amend the terms of convertible listed debt securities unless that amendment occurs automatically in accordance with their terms.
An issuer must not proceed with any proposed change until the Exchange has advised whether it will impose conditions for the change.
An issuer must notify the Exchange as soon as possible if:
(a) it has repurchased and cancelled all of an issue of its listed debt securities; or
(b) it has redeemed all of an issue of its listed debt securities prior to the maturity date; or
(c) all of an issue of convertible listed debt securities has been fully converted.
In each case, the issuer must apply to the Exchange for the listed debt securities to be delisted. The Exchange will then formally delist such debt securities.
An issuer must notify the Exchange as soon as possible if its listed debt securities are listed on another stock exchange.
An issuer must provide the Exchange with a copy of any circular that is sent to bondholders or to any trustee. If the circular is published on a website and the issuer notifies the Exchange when it is published on that site, it does not have to send it a printed copy.
If an issuer is a body corporate it must provide the Exchange with its annual accounts and any interim report when they are issued. An issuer is exempt from this requirement if its securities are guaranteed by a body corporate in which case it must provide the guarantor's annual accounts and interim report. The Exchange will accept a printed or electronic copy. If the annual accounts or interim report are published on a website and the issuer notifies the Exchange when they are published on that site it does not have to send it a printed copy.