Entire Section

  • 2014

    Update Number Effective Date

    (DD/MM/YY)
    Topics
    Update No. 113 10/11/2014 Chapter 20 on Authorised Collective Investment Schemes
    Update No. 112 01/07/2014 Connected transactions and the definitions of connected person and associate
    Update No. 111 01/04/2014 New headline categories
    Update No. 110 03/03/2014 Annual listing fees

    • Update No. 113

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

      Update No. 113

      November 2014

      Dear Sirs,

      Amendments to the Listing Rules relating to Chapter 20 on Authorised Collective Investment Schemes

      We enclose the reprinted page of the Listing Rules and the filing instructions on Chapter 20 of the Listing Rules on Authorised Collective Investment Schemes.

      We have amended the Listing Rules to

      •   clarify the eligibility requirement of a listing agent who handles a listing application on behalf of a new CIS applicant;
      •   streamline the application procedures for a new CIS applicant; and
      •   clarify the procedures for the listing of additional interests in a close-ended CIS after listing.

      Coming into effect

      The amendments will come into effect on 10 November 2014.

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

      Yours faithfully,

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

      David Graham
      Chief Regulatory Officer and Head of Listing

    • Update No. 112

      • Amendments to Main Board Listing Rules

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

        Update No. 112

        March 2014

        Dear Sirs,

        Listing Rule amendments to Connected Transaction Requirements and Definitions of Connected Person and Associate

        We enclose reprinted pages of the Listing Rules and the filing instructions. The reprinted pages incorporate amendments to implement proposals in the consultation conclusions on "Review of Connected Transaction Rules" and "Proposed Changes to Align the Definitions of Connected Person and Associate in the Listing Rules" published in March this year.

        We have amended the Listing Rules to:

        Connected transactions

        •   make plain language amendments to Chapter 14A;
        •   exempt transactions with connected persons at the subsidiary level from the shareholders' approval requirement;
        •   remove the exemption for qualified property acquisitions involving qualified connected persons;
        •   exclude persons connected with insignificant subsidiaries of the issuer from the definition of connected person;
        •   exclude from the definition of associate any trustee of an employee share scheme/ occupational pension scheme if the connected persons' interests in the scheme are together less than 30% and the scheme is established for a wide scope of participants;
        •   in defining a "30%-controlled company", exclude any company in which the connected person and his/its associates together have an interest of less than 10%, other than the indirect interest held through the issuer;
        •   exclude from the definition of connected transaction the following transactions with third parties, where a controller is, or will be, a shareholder of the target company:
        •   any disposal of interests in the target company to a third party where a controller at the issuer level is the target company's substantial shareholder;
        •   any acquisition/disposal of interests in the target company from/to a third party where a controller at the subsidiary level is the target company's substantial shareholder; and
        •   transactions with third parties described in paragraphs (ii) to (iv) of current Rule 14A.13(1)(b);
        •   increase the monetary threshold for fully exempt connected transactions from HK$1 million to HK$3 million;
        •   remove the 1% cap on transaction value which is currently a condition for the exemption for provision/receipt of consumer goods or services to/from a connected person;
        •   exempt indemnities provided to, or purchase of insurance for, directors against liabilities incurred in the course of performing their duties;
        •   for connected transactions involving options arrangements:
        •   classify the termination of an option granted by a connected person as if the option is exercised unless the issuer has no discretion over the termination; and
        •   introduce alternative classification Rules for the transfer, non-exercise or termination of an option granted by a connected person;
        •   align the auditors' confirmation on continuing connected transactions with the relevant practice note issued by the Hong Kong Institute of Certified Public Accountants;
        •   clarify that the independent board committee's opinion on a connected transaction must also cover whether the transaction is on normal commercial terms and in the issuer's ordinary and usual course of business;

        Definitions of connected person and associate

        •   rename the definitions of connected person and associate in Chapter 1 as "core connected person" and "close associate" respectively; and
        •   apply the Chapter 14A definitions of connected person and/or associate in the following areas:
        •   the reverse takeover Rules in Chapter 14 which will apply to significant acquisitions from the incoming controlling shareholder and his/its associates;
        •   significant corporate actions (e.g. withdrawal of listing or refreshment of general mandate), spin-off proposals and directors' service contracts that require shareholders' approval, where the controlling shareholder or directors and their associates may not vote;
        •   grant of share options to connected persons under Chapter 17;
        •   in the case of a new listing application, the sponsor's confirmation on whether it is a connected person of the new applicant;
        •   in the case of a connected transaction by a listed issuer, the independent financial adviser's confirmation on whether it is, or holds more than 5% interest in, an associate of the counterparty of the transaction; and
        •   other Rules where the use of the Chapter 14A definitions of connected person and associate are corollary to the connected transaction requirements.

        Coming into effect

        The amendments will come into effect on 1 July 2014.

        Please click HEREHERE to see the revised Chapter 14A of the Listing Rules.

        Please click HEREHERE to see the consequential Listing Rule amendments relating to connected transactions.

        Please click HEREHERE to see the Listing Rule amendments relating to the definitions of connected person and associate.

        Yours faithfully,

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

        David Graham
        Chief Regulatory Officer and Head of Listing

    • Update No. 111

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

      Update No. 111

      March 2014

      Dear Sirs,

      Amendments to the Main Board Listing Rules relating to headline categories

      We enclose reprinted pages of the Listing Rules and the filing instructions. The reprinted pages incorporate amendments to certain headline categories.

      We have replaced the headline categories "Overseas Regulatory Announcement" and "Other" with the following headline categories:

      •   Other — Business Update
      •   Other — Corporate Governance Related Matters
      •   Other — Litigation
      •   Other — Miscellaneous
      •   Other — Trading Update
      •   Overseas Regulatory Announcement — Board/Supervisory Board Resolutions
      •   Overseas Regulatory Announcement — Business Update
      •   Overseas Regulatory Announcement — Corporate Governance Related Matters
      •   Overseas Regulatory Announcement — Issue of Securities and Related Matters
      •   Overseas Regulatory Announcement — Other
      •   Overseas Regulatory Announcement — Trading Update

      We have also introduced a new headline category under "Corporate Positions and Committees/Corporate Changes":

      •   Change in Share Registrar/Transfer Agent

      Coming into effect

      The amendments will come into effect on 1 April 2014.

      Please click HEREHERE to see the amendments to the Listing Rules relating to new headline categories.

      Yours faithfully,

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

      David Graham
      Chief Regulatory Officer and Head of Listing

    • Update No. 110

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

      Update No. 110

      March 2014

      Dear Sirs,

      Amendments to the Main Board Listing Rules regarding annual listing fees in relation to the implementation of the new Companies Ordinance

      We enclose reprinted pages of the Listing Rules and the filing instructions. The reprinted pages incorporate amendments to the Listing Rules on annual listing fees consequential to the implementation of the new Companies Ordinance.

      We have amended the Listing Rules to provide that:

      •   for issuers whose shares cease to have a nominal value subsequent to their date of listing (the "no-par event"), the nominal value per share that was used to calculate the annual listing fees immediately before the no-par event (the "notional nominal value per share") will be used to calculate the annual listing fees from the no-par event. If an issuer conducts a subdivision of shares after the no-par event, the notional nominal value per share will be adjusted accordingly for calculating annual listing fees from the subdivision, subject to a minimum of HK$0.25; and
      •   for issuers whose shares have no nominal value on their date of listing, the nominal value per share shall be deemed to be HK$0.25 for calculating annual listing fees. This is in line with the existing Listing Rules and their application to issuers with no nominal value per share or a nominal value per share less than HK$0.25.

      Coming into effect

      The amendments will come into effect on 3 March 2014.

      Please click HEREHERE to see the amendments to the Listing Rules relating to annual listing fees.

      Yours faithfully,

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

      David Graham
      Chief Regulatory Officer and Head of Listing