Entire Section

  • Preliminary announcement of results for the financial year

    • Preliminary (18.49)

      • 18.49

        A listed issuer must publish (in accordance with the requirements of Chapter 16) a preliminary announcement of the results for the financial year, which has been agreed with its auditors, on the Exchange’s website as soon as possible, but in any event not later than the time that is 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the next business day after approval by or on behalf of the board of its results. The issuer must publish such results not later than 3 months after the date upon which the financial year ended.
         
        Notes:    1    The term financial year refers to the period covered by a listed issuer’s financial statements even where the period is not a calendar year.
         
          2    Newly listed issuers will be required to prepare and publish the relevant annual results (irrespective of whether the period in question ends on a date before or after the date on which dealings in the securities of the listed issuer commenced) where the 3-month deadline for publishing the results falls after the date on which dealings in the securities of the listed issuer commenced. The requirements under rule 18.49 are not applicable to the reporting period which ended immediately before the listing of a newly listed issuer if the following is disclosed in its listing document:—
         
        (a)    the financial information required under Chapter 18 in relation to annual results announcements, in respect of such reporting period; and
         
        (b)    that it will not breach its constitutional documents, laws and regulations of its place of incorporation or other regulatory requirements as a result of not publishing such annual results announcements.

        Such a newly listed issuer should publish an announcement no later than the time prescribed in rule 18.49 that the relevant financial information has been included in its listing document.

    • Content of preliminary announcement (18.50-18.52)

      • 18.50

        The preliminary announcement of results for the financial year must contain at least the following information in respect of the group:
         
        (1)    the information in respect of the statement of financial position and the statement of profit or loss and other comprehensive income as set out in rule 18.50B comprising a statement of profit or loss and other comprehensive income for the financial year, with comparative figures for the immediately preceding financial year, and statement of financial position as at the end of the financial year, with comparative figures as at the end of the immediately preceding financial year. The listed issuer must include the notes relating to revenue, taxation, earnings per share, dividends and any other notes that the directors consider necessary for a reasonable appreciation of the results for the year. Directors of the listed issuer must ensure that the information contained in the preliminary announcement of results is consistent with the information that will be contained in the annual reports (see rule 18.50A);
         
        Note:    [Repealed 31 December 2015]
         
        (2) a commentary covering the following:
         
        (a)    a fair review of the development of the business of the listed issuer and its subsidiaries during the financial year and of their financial position at the end of the year;
         
        (b)    details of important events affecting the listed issuer and its subsidiaries which have occurred since the end of the financial year; and
         
        (c)    an indication of likely future developments in the business of the listed issuer and its subsidiaries;
         
        (3) [Repealed 31 December 2015]
         
        (4) particulars of any purchase, sale or redemption by the listed issuer or any of its subsidiaries, of its listed securities during the financial year, or an appropriate negative statement;
         
        (5) any supplementary information which in the opinion of the directors of the listed issuer is necessary for a reasonable appreciation of the results for the relevant year;
         
        (6) a statement as to whether the listed issuer meets the code provisions set out in Part 2 of Appendix 15. The listed issuer must also disclose any deviations from the code provisions with Considered Reasons and Explanation. To the extent reasonable and appropriate, such information may be given by reference to the preceding half-year report or to the Corporate Governance Report in the preceding annual report, and summarising any changes since that report. The references must be clear and unambiguous;
         
        (7) a statement as to whether the annual results have been reviewed by the audit committee of the listed issuer;
         
        (8) where the auditors are likely to issue a modified report on the listed issuer's annual financial statements, details of the modification;
         
        (9)    where there are any significant changes in accounting policies, a statement to that fact must be made; and
         
        Note:    A listed issuer should apply the accounting policies consistently except where the change in accounting policy is required by an accounting standard which came into effect during the financial year.
         
        (10)    where there are prior period adjustments due to correction of material errors, a statement of that fact must be made.
         
        Note:    The term financial year refers to the period covered by a listed issuer's financial statements even where the period is not a calendar year.
         

      • 18.50A

        Where, in exceptional circumstances, it becomes necessary to revise the information contained in the listed issuer's preliminary announcement of results in the light of developments arising between the date of publication of the announcement and the completion of the audit, the listed issuer must immediately notify the Exchange and publish an announcement to inform the public. The announcement must provide details of the changes made to the published preliminary announcement of results including any impact on the published financial information of the listed issuer and the reasons for such changes.

        Note: The Exchange does not expect there to be any material or substantial difference between the information contained in the listed issuer's preliminary announcement of results and that contained in its audited results.

      • 18.50B

        The preliminary announcements of results for the half-year, preliminary announcements of results for the financial year, half-year reports and annual reports of a listed issuer must include the disclosures required under the relevant accounting standards adopted and contain the information set out below in respect of the group. This information may be included in the notes to the financial statements. In the case of banking companies, the information on results and financial position set out in the Guideline on the Application of the Banking (Disclosure) Rules issued by the Hong Kong Monetary Authority must be provided in place of that set out in rules 18.50B(1) and 18.50B(2).

        (1) Statement of profit or loss and other comprehensive income
        (a) profit (or loss) on sale of properties;
        (2) Statement of financial position, if applicable:
        (a) ageing analysis of accounts receivable; and
        (b) ageing analysis of accounts payable;
        Note: The ageing analysis should normally be presented on the basis of the date of the relevant invoice or demand note and categorised into time-bands based on analysis used by an issuer's management to monitor the issuer's financial position. The basis on which the ageing analysis is presented should be disclosed.
        (3) Dividends

        Rates of dividend paid or proposed on each class of shares (with particulars of each such class) and amounts absorbed thereby (or an appropriate negative statement).

        Notes:
        1 Where the items of information specified in this rule are unsuited to the listed issuer's activities, appropriate adaptations should be made. Where the requirements of this rule are unsuited to the listed issuer's activities or circumstances, the Exchange may require suitable adaptations to be made.
        2 The Exchange may authorise the omission from the preliminary announcement of any information if it considers:—
        (a) such omission to be necessary or appropriate; or
        (b) disclosure of such information would be contrary to the public interest or seriously detrimental to the issuer,

        provided that such omission would not be likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the securities in question.
        3 The issuer or its representatives will be responsible for the correctness and relevance of the facts on which any application for an exemption under Note 2 above is based.

      • 18.50C

        Listed issuer must submit a copy of its annual report to the Exchange for publication on the Exchange’s website as soon as reasonably practicable after the approval by or on behalf of the board of its audited financial statements and in any event not more than 3 months after the date upon which the financial year ended.

      • 18.51 [Repealed]

        [Repealed 1 March 2019]

      • 18.52 [Repealed]

        [Repealed 31 December 2015]