Chapter 2

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Question:

Rule 13.36(2) states that an issuer may exclude overseas shareholders from a rights issue/open offer if, having made enquiries regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange, the directors of the issuer consider such exclusion to be necessary or expedient. Can Southbound Shareholders be excluded from participation in rights issues/open offers made by Eligible SEHK Issuers and Other Connect Issuers?

Answer:

No. Based on the CSRC Announcement [2016] No. 21 "Filing Requirements for Hong Kong Listed Issuers Making Rights Issues to Mainland Shareholders through Mainland-Hong Kong Stock Connect" which sets out the procedure for the filing of rights issue/open offer prospectus documents of Eligible SEHK Issuers and Other Connect Issuers, the Listing Department does not consider that Eligible SEHK Issuers and Other Connect Issuers have grounds to exclude the Southbound Shareholders from participation in the rights issues/open offers.

Rule 2.03 sets out the general principle expected to be upheld by issuers, and requires that (i) all holders of listed securities should be treated fairly and equally; and (ii) all new issues of equity securities by a listed issuer should first be offered to the existing shareholders by way of rights unless they have agreed otherwise. This rule seeks to secure for holders of securities equality of treatment. Accordingly, on the basis of Rule 13.36, an Eligible SEHK Issuer or Other Connect Issuer failing to make its rights issue/open offer available to the Southbound Shareholders will not be granted an approval for the listing of the rights/open offer shares by the Listing Department under Rule 2A.06.

FAQ Series 29, FAQ No. 3
LR reference: Main Board Rules 2.03, 13.36(2)
Released on 14/11/2014 (Updated on 13/07/2018)

Question:

What are the additional considerations for Eligible SEHK Issuers and Other Connect Issuer if the securities to be offered or distributed to shareholders in the above corporate actions are not eligible for trading under Shanghai and Shenzhen Connect?

Answer:

The scope of securities eligible for southbound trading under the Shanghai and Shenzhen Connect (Eligible Securities) is set out in http://www.hkex.com.hk/eng/market/sec_tradinfra/chinaconnect/Eligiblestock.htm1.

Southbound Shareholders may receive different types of securities from SEHK Eligible Issuers and Other Connect Issuers as entitlements under pre-emptive issues or distributions (e.g. warrants or convertible securities of the issuers, or shares of other entities):

if the entitlement securities are not Eligible Securities but are listed on SEHK, Southbound Shareholders may sell them on SEHK through Shanghai and Shenzhen Connect, but they will not be allowed to buy such securities2; and
if the entitlement securities are not listed on SEHK, Southbound Shareholders will not be allowed to buy or sell the securities on SEHK. HKSCC and ChinaClear will determine how to deal with the securities subscribed or received by Southbound Shareholders on an individual case basis2.

Issuers are reminded of their obligation to treat all shareholders fairly and equally when they propose to offer or distribute securities to shareholders. They should consider making the following arrangements3:

providing all shareholders with an option to receive their entitlements in cash rather than securities; and
if the entitlement securities are not to be listed, offering a means for the shareholders to dispose of these securities.

Issuers should also make clear disclosures in their corporate communications about actions their shareholders need to take in respect of the offered/distributed securities.

Note
1: The list contains securities eligible for both buy and sell through Shanghai and Shenzhen Connect.
2: See Article 77 of SSE Stock Connect Pilot Provisions 《上海證券交易所滬港通試點辦法》, Article 76 of SZSE Stock Connect Implementation Rules《深圳證券交易所深港通業務實施辦法》, and Article 24 of ChinaClear Stock Connect Implementation Rules
3: See the "Guide on distribution of dividends and other entitlements" published on the HKEX website

FAQ Series 29, FAQ No. 4
LR reference: Main Board Rules 2.03, 13.36(2)
Released on 14/11/2014 (Updated on 13/07/2018)

Question:

Company A is an issuer of debt/ structured products listed on the Exchange. Company B, an unlisted group company of Company A, guarantees Company A's obligations under the listed debt/structured products.

Company A is subject to Part 9 of the FIRO, while Company B is not.

Where Company A's disclosure obligations are deferred under section 150 of the FIRO or suspended under section 153 of the FIRO, will Company B's disclosure obligations remain intact?

Answer:

Where Company A's disclosure obligations are deferred under section 150 of the FIRO or suspended under section 153 of the FIRO, the Exchange will exercise the general waiver approved by the SFC under Main Board Rule 2.04 (or GEM Rule 2.07) to waive Company B's disclosure obligations under the Rules arising out of or in connection with the possible resolution which may be triggered, or the resolution triggered under the FIRO.

FAQ Series N/A, FAQ No. 006-2017
LR reference: Main Board Rule 2.04 / GEM Rule 2.07
Released on 20/10/2017

Question:

Does HKEx have any plans to abolish the requirement to publish a printed copy of annual report and accounts or other financial reports or circulars?

Answer:

The Electronic Disclosure Project is one major step towards a paperless market. We amended the Listing Rules in the following areas:

electronic communication to shareholders;

We amended Main Board Rule 2.07A and GEM Rule 16.04A enabling a company to communicate electronically with its shareholders by means of a website if the shareholder concerned has agreed (generally or to the specific corporate communication) (and that agreement has not been revoked) or has been deemed to have done so
reduction in the number of hard copies.

We reduced the number of hard copies of the documents required. For details, please refer to the HKEx's announcement of 1 August 2008 at:

http://www.hkex.com.hk/eng/newsconsul/hkexnews/2008/080801news.htm

Furthermore, HKEx will closely work with the Securities & Futures Commission to explore other measures in relation to electronic filing and submission, which is one of the initiatives in the Government's Economic Summit Report. One possibility would be further automation of Disclosure of Interest filings.

FAQ Series 3, FAQ No. 137
LR reference: Main Board Rules 2.07A / GEM Rules 16.04A
Released on 22/3/2007 (Updated on 7/3/2011)

Question:

Main Board Rule 2.07A(2A)(d) (GEM Rule 16.04A(2A)(d)) requires the listed issuer to notify intended recipients of corporate communications made available on its website only of the presence of the corporate communication on the website, the address of the website, the place on the website where it may be accessed and how to access the corporate communication. To whom and how should such a notification be sent?

Answer:

After a request for consent has been sent for the purposes of the deeming procedure, there will essentially be three classes of shareholders for the purpose of website communication.

1. Shareholders who reply that they wish to continue to receive a hard copy do not need to be sent a separate notification about website communication as they are to be sent a hard copy.
2. Shareholders who do not reply within the 28-day waiting period can be deemed to have consented to website communication provided all other relevant requirements have been complied with. However, they must be sent a hard copy of the notification unless they have provided the listed issuer with an electronic address for this purpose. If any shareholders reply within the 28 days opting for website communication but do not provide an email address, they will be in the same position as those who did not reply and will likewise have to be sent a hard copy of the notification.

In cases where shareholders who reply that they wish to be advised electronically when any new corporate communication is available on the listed issuer's website and who have provided an email address for this purpose, the listed issuer will have to send them the notification by email. (Note that this group is not the same as those who may have signed up separately to receive email alerts about non-Listing-Rule related material such as promotional offers.)

FAQ Series 8, FAQ No. 5
LR reference: Main Board Rules 2.07A(2A)(d) / GEM Rules 16.04A(2A)(d)
Released on 28/11/2008

Question:

How should listed issuers manage the process of obtaining consent from shareholders and keeping track of their status having regard to the 12-month ban on further deeming of consent?

Answer:

Good shareholders' database management by the listed issuer is the key to keeping track of the mode of communication applicable to each individual shareholder and any unexpired 28-day waiting period or 12-month ban on further deeming.

If a listed issuer wishes to seek deemed consent upon a person becoming a shareholder, it will need to manage the fact that the 12-month period will vary from shareholder to shareholder. A listed issuer may wish to seek deemed consent from all relevant shareholders on the same date so that it will be much easier to keep track of the 12-month periods.

A listed issuer can at any time encourage and invite shareholders to sign up to electronic communications, e.g. as part of its standard shareholder mailings. However, a shareholder cannot be deemed to have consented to any consent request from the listed issuer sent for the purposes of the "deeming procedure" (i.e. the procedure under Main Board Rule 2.07A(2A) (GEM Rule 16.04A(2A)) less than 12 months after a previous request made to him for the purposes of the deeming procedure in respect of the same class of corporate communications.

FAQ Series 8, FAQ No. 1
LR reference: Main Board Rules 2.07A(2A) / GEM Rules 16.04A(2A)
Released on 28/11/2008 (Updated in February 2020)

Question:

If a shareholder ceased to be a shareholder but subsequently becomes a shareholder again, can the listed issuer rely on consent previously given by this shareholder?

Answer:

No. A consent from a shareholder is only valid if it is given after acquiring the shares. The shareholder will be treated as a new shareholder and the issuer must send hard copies of all corporate communications to him unless and until a new consent from the shareholder is expressly given or deemed.

FAQ Series 8, FAQ No. 2
LR reference: Main Board Rules 2.07A(2A) / GEM Rules 16.04A(2A)
Released on 28/11/2008 (Updated in February 2020)

Question:

Can a listed issuer, in its request for consent under the deeming procedure, offer electronic means of communication (such as CD or email) in addition to publication on its website?

Answer:

Yes. Although the deeming procedure can only be invoked to deem consent from a shareholder to website communication, the listed issuer is not precluded, when requesting consent under the deeming procedure, from using the opportunity to solicit express consent from the shareholder to other electronic means (such as receiving the corporate communication on a CD or by email). If no response is received at the end of the 28-day waiting period and provided that all the relevant conditions under the deeming procedure have been satisfied, the shareholder will be deemed to have consented to website communication.

FAQ Series 8, FAQ No. 4
LR reference: Main Board Rules 2.07A(2A) / GEM Rules 16.04A(2A)
Released on 28/11/2008

Question:

Main Board Rule 2.07B (GEM Rule 16.04B) provides that an issuer that avails itself of that Rule must make adequate arrangements to ascertain in which language its shareholders wish to receive its corporate communications. The Note under Main Board Rule 2.07B (GEM 16.04B) sets out an example of what the Exchange will normally regard as an adequate arrangement.

However, an issuer that avails itself of the deeming procedure under Main Board Rule 2.07A(2A) (GEM Rule 16.04A(2A)) may not be able to follow this example exactly, in particular paragraph (3) under the Note.

Can an issuer deviate from the example?

Answer:

Yes. The Note is merely a non-exhaustive example of how to comply with the Rule. An issuer that wishes to use the deeming procedure under Main Board Rule 2.07A(2A) (GEM 16.04A(2A)) may modify the example to suit its own circumstances, so long as the arrangement is adequate for the purpose of Main Board Rule 2.07B (GEM 16.04B).

If an issuer is not sure whether its arrangement is adequate, the issuer should consult the Exchange.

FAQ Series 8, FAQ No. 6
LR reference: Main Board Rules 2.07A(2A), 2.07B / GEM Rules 16.04A(2A), 16.04B
Released on 28/11/2008 (Updated on 13/3/2009)

Question:

What are the operational hours of the e-Submission System?

Answer:

The operational hours of the e-Submission System on a business day will be between 6.00 a.m. and 11.00 p.m.

On a non-business day immediately preceding a business day, the e-Submission System will be available between 6.00 p.m. and 8.00 p.m.

A submission for publication can be made whenever the e-Submission System is operational. However, the Listing Rules prohibit an issuer from submitting announcements and notices for publication (with certain limited exceptions) outside designated publication windows.

The e-Submission publication windows for announcements are set out in the questions in the "Timing of Publication" section.

FAQ Series 3, FAQ No. 3
LR reference: Main Board Rules 2.07C(1)(a)(i) / GEM Rules 16.17(1)(a)
Released on 22/3/2007 (Updated on 7/3/2011)

Question:

I cannot gain access to the Internet in order to publish a document via the e-Submission System. Can I send the document to HKEx by diskette instead?

Answer:

In normal circumstances the Listing Rules require an issuer to publish a document using the e-Submission System. Submission to HKEx via diskette (or any other means) will not satisfy an issuer's obligations under the Listing Rules.

HKEx will only accept e-mail (or any other means as announced by the Exchange from time to time) in contingency circumstances, such as a failure of both the e-Submission System and back-up system. In these circumstances HKEx will contact all Authorised Persons to inform them of what contingency measures to take.

In all other circumstances, an issuer must make every effort to gain access to the e-Submission System in order to publish a document. An issuer should first ensure that its own systems are not at fault and use alternative Internet connections (such as those of agents registered on the e-Submission System) if necessary. It is important for the HKEx to understand from the issuer why a document cannot be submitted electronically via the e-Submission System. HKEx will consider the reasons to determine if it should invoke contingency measures.

For details of the contingency measures, you may refer to the Guide on Listed Company Information Dissemination and Related Trading Arrangements in the Event of Interruption to the HKExnews Website Service or the Information Dissemination System published by the Exchange on the HKEx website at:
http://www.hkex.com.hk/eng/rulesreg/listrules/listadmin/conting_mtl.htm.

FAQ Series 3, FAQ No. 11
LR reference: Main Board Rules 2.07C(1)(a)(i) / GEM Rules 16.17(1)(a)
Released on 22/3/2007 (Updated on 23/12/2011)

Question:

Where the day for submission for publication falls on a business day immediately preceding a day which is not a business day, there is a publication window of between 6.00 p.m. and 8.00 p.m. on the day immediately preceding the next following business day. What is the status of documents submitted during that window for publication?

Answer:

A document submitted for publication during this window is treated in the same way as if it had been submitted prior to 11.00 p.m. the last preceding business day. Thus:

it will be published on the HKEx website immediately upon submission through the e-Submission System; and
if it requires pre-vetting by HKEx, it will need to have been cleared by 7.00 p.m. on the evening of the preceding business day.

(In the absence of any statutory holidays during the week, "preceding business day" and "next business day" referred to above would be Friday and the following Monday respectively.)

FAQ Series 3, FAQ No. 64
LR reference: Main Board Rules 2.07C(1)(a)(i) / GEM Rules 16.17(1)(a)
Released on 22/3/2007 (Updated on 7/3/2011)

Question:

Are there any restrictions regarding the type of information I can submit for publication on the HKEx website?

Answer:

Yes. Information should only be submitted for publication on the HKEx website if it is information, communication or other material required to be published under the Exchange Listing Rules or the Takeovers Code, or otherwise as may be permitted by HKEx at its absolute discretion.

However, if an issuer currently publishes information available via the HKEx website that is not required by the Listing Rules or Takeovers Code then it can continue to do so by following the instructions given in the answer to question 30.

FAQ Series 3, FAQ No. 122
LR reference: Main Board Rules 2.07C(1)(a)(i) / GEM Rules 16.17(1)(a)
Released on 22/3/2007 (Updated on 21/5/2007)

Question:

Since the rule provides for the posting on the HKEX website and the issuer's website of the e-application form together with the e-prospectus, can an applicant simply complete the e-application form downloaded from those websites for subscription purposes?

Answer:

This is not recommended. Using application forms downloaded from websites for subscription purpose increases the risk of invalid applications as irregularities during downloading and reproduction may occur.

Generally speaking, issuers tend to accept only public subscriptions that are made on completion of the standard printed applications forms provided by issuers.

Alternatively, applicants applying under the public offer tranche may subscribe for securities under the ePO services provided by the issuers which normally involve completion of an online application form.

HKEX-GL81-15, FAQ No. 12
LR reference: Main Board Rules 2.07C(1)(b)(ii) / GEM Rules 16.17(2)(b)
Released on 26/11/2010

Question:

Will my file be checked for viruses while it is being uploaded onto the e-Submission System?

Answer:

Yes. The e-Submission System has in-built virus detection software and will reject a submission if the document being uploaded contains a virus.

However, you should check that a file is virus free before uploading it to the e-Submission System.

FAQ Series 3, FAQ No. 16
LR reference: Main Board Rules 2.07C(2) / GEM Rules 16.18(1)
Released on 22/3/2007

Question:

How to check whether a document is downloadable for display and printing?

Answer:

MB Rule 2.07C(2) and GEM Rule 16.18(1) provide that all electronic copies of documents submitted by an issuer through HKEX-EDP to the Exchange for publication must be displayable on and printable from the HKEX website. The issuers must ensure compliance with the Rules in this respect. HKEX also operates a hotline if any member of the public detects any malfunctioning on the HKEX website.

Enquires can be sent to the Exchange's IPO Vetting Team by post, phone, fax or email.

HKEX-GL81-15, FAQ No. 24
LR reference: Main Board Rules 2.07C(2) / GEM Rules 16.18(1)
Released on 26/11/2010

Question:

On what basis should I prioritise headline categories when I have chosen more than one?

Answer:

The issuer must make a judgement as to relative importance of the different types of information contained within the document to be published and set the priority of the headline categories accordingly.

FAQ Series 3, FAQ No. 22
LR reference: Main Board Rules 2.07C(3), Appendix 24 / GEM Rules 16.18(2), Appendix 17
Released on 22/3/2007

Question:

Does HKEx have any guidelines for selecting headline categories?

Answer:

An issuer should make best efforts to choose headlines that it believes apply to the information submitted for publication.

However, if you have any questions on the selection of headline categories you can contact a case officer in the Listing Division. Please use the link below to find the appropriate Listing Division team that is responsible for your company and also the contact number for that team.

http://www.hkex.com.hk/eng/listing/listreq_pro/listcontact/advisor.htm

If you wish to submit information for publication out of office hours and a Listing Division case officer is not available, you should select the headline categories that you think are most appropriate. Following publication of the information on the HKEx website you may alter the headline categories, as necessary, up to 5 calendar days following publication.

You may refer to the Guide on Pre-vetting Requirements and Selection of Headline Categories for Announcements published by the Exchange on the HKEx website at:
http://www.hkex.com.hk/eng/rulesreg/listrules/guidref/guide_pre_vetting_req.htm. The Guide contains a list of headline categories usually applicable to various types of announcements issued under specific Listing Rules.

FAQ Series 3, FAQ No. 26
LR reference: Main Board Rules 2.07C(3), Appendix 24 / GEM Rules 16.18(2), Appendix 17
Released on 22/3/2007 (Updated on 7/3/2011)

Question:

What are the implications for not including all the relevant headline categories in a submission?

Answer:

The Listing Rules require that an issuer select all such headlines as may be appropriate from the list of headlines set out in Appendix 24 of the Main Board Listing Rules/ Appendix 17 of the GEM Listing Rules (which is also displayed in the e-Submission System) (Listing Rule MB 2.07C(3) & GEM 16.18(2)). Consequently a failure to include all the relevant headline categories in a submission would technically constitute a breach of the Listing Rules.

HKEx will take appropriate action as necessary if we find that headline categories have been omitted from a submission.

FAQ Series 3, FAQ No. 27
LR reference: Main Board Rules 2.07C(3), Appendix 24 / GEM Rules 16.18(2), Appendix 17
Released on 22/3/2007 (Updated on 21/5/2007)

Question:

Is it sufficient to select only the headline category that is most relevant to the main topic of an announcement?

Answer:

No. When submitting the announcement via the e-Submission System, the issuer must select all applicable headlines pursuant to the Listing Rules. If the announcement is issued pursuant to multiple Listing Rule requirements, all relevant headlines that are related to those Listing Rule requirements must be selected.

For example, if the issuer submits an announcement in relation to a discloseable transaction, the issuer should select the headline category "Discloseable Transaction". If the transaction constitutes inside information, the issuer should also select the headline category "Inside Information".

FAQ Series 3, FAQ No. 28
LR reference: Main Board Rules 2.07C(3), Appendix 24 / GEM Rules 16.18(2), Appendix 17
Released on 22/3/2007 (Updated on 2/1/2013)

Question:

How can an issuer continue to make "non-regulatory" information available to the public that is currently made available on the HKEx website?

Answer:

There may be information that an issuer currently publishes on the HKEx website that is not required by the Listing Rules or Takeovers Code. An issuer, for the purposes of transparency and for the benefit of shareholders may wish to continue to make this information publicly available. This information may or may not relate to information that has been already published under the requirements of the Listing Rules or Takeovers Code. Typical examples of such information would include: presentation material in relation to a transaction for market analysts or media and reports issued by special or ad hoc committees of issuers.

If an issuer wishes to make non-regulatory information available to the public it should ensure that this information is beneficial and is made available for the purposes of transparency and even dissemination of information.

An issuer should submit this information via the e-Submission System as an announcement using the "Announcements & Notices" Tier 1 Headline. The issuer should choose an appropriate Tier 2 headline for this announcement. The Tier 2 headline should match that chosen for any related regulatory information. However, an issuer should clearly differentiate the nature of the non-regulatory information being published in the Title of the submission. If the non-regulatory information to be published does not relate to any previously published regulatory information, then "Other" under the subheading "Miscellaneous" may be chosen as the Tier 2 Headline for the submission.

The announcement should not itself include the non-regulatory information but should instead state that the relevant non-regulatory information is available on the issuer's website. The announcement should include a hyperlink to the relevant information on the issuer's website.

Please note that if an issuer proposes to publish non-regulatory information that contains inside information, this information should be regarded as regulatory information and should be published in the normal manner according to the requirements of the Listing Rules.

HKEx and/or its subsidiaries are not responsible for the contents or any of the information of any websites linked with HKEx's website. The inclusion of any hyperlink in a document published on the HKEx website does not imply endorsement by HKEx and/or its subsidiaries of the linked sites and HKEx and/or its subsidiaries are not liable for any loss or damage incurred or suffered arising out of, in connection with or as a result of any access to or interaction with any other websites via HKEx's website.

FAQ Series 3, FAQ No. 30
LR reference: Main Board Rules 2.07C(3), Appendix 24 / GEM Rules 16.18(2), Appendix 17
Released on 22/3/2007 (Updated on 2/1/2013)

Question:

If I submit a preliminary results announcement for publication, would it be sufficient to select only one headline category, e.g. "Final Results"?

Answer:

In addition to "Final Results", all appropriate headline categories must be selected, such as dividend, closure of books, and change in directors. If the auditors have issued a modified report, the headline category "Modified Report by Auditors" must also be selected.

Issuers should not include in the preliminary results announcements information of a nature that would require pre-clearance under the Listing Rules.

FAQ Series 3, FAQ No. 77
LR reference: Main Board Rules 2.07C(3), 13.45(3), Appendix 24 / GEM Rules 16.18, 17.49(3), Appendix 17
Released on 22/3/2007 (Updated on 1/3/2019)

Question:

For disclosure in the Next Day Disclosure Return pursuant to Main Board Rule 13.25A / GEM Rule 17.27A, which headline category should a listed issuer use when submitting a Next Day Disclosure Return to report a buyback of shares by the listed issuer?

Answer:

The listed issuer should choose the new Tier 2 headline category "Share Buyback" under the new Tier 1 headline category "Next Day Disclosure Returns". Where a disclosure other than a share buyback is made in the Next Day Disclosure Return, the listed issuer should choose the new Tier 2 headline category "Others" under the new Tier 1 headline category "Next Day Disclosure Returns". A listed issuer reporting in a Next Day Disclosure Return both a share buyback and some other type of change in its issued share capital should choose both "Share Buyback" and "Others".

FAQ Series 8, FAQ No. 7
LR reference: Main Board Rules 2.07C(3), 13.25A / GEM Rules 16.18(2), 17.27A
Released on 28/11/2008

Question:

For an announcement published pursuant to Main Board Rule 17.06A / GEM Rule 23.06A regarding the granting of an option under a share option scheme, which headline category should a listed issuer use when submitting the announcement for publication?

Answer:

The listed issuer should choose the Tier 2 headline category "Share Option Scheme" under the heading "Securities/Share Capital" under the Tier 1 headline category "Headline Categories for Announcements and Notices".

FAQ Series 8, FAQ No. 8
LR reference: Main Board Rules 2.07C(3), 17.06A / GEM Rules 16.18(2), 23.06A
Released on 28/11/2008

Question:

What headline category should be used for announcements in relation to MMO?

Answer:

For announcements in relation to MMO, the issuer must select the headline category "Mixed Media Offer" under "New Listing (Listed Issuers/New Applicants)".

HKEX-GL81-15, FAQ No. 20
LR reference: Main Board Rules 2.07C(3), Appendix 24 / GEM Rules 16.18(2), Appendix 17
Released on 26/11/2010

Question:

How should an issuer select headline categories when submitting an announcement for publication on the HKExnews website?

Answer:

Rule 2.07C(3) requires an issuer to select all appropriate headlines from the list of headlines set out in Appendix 24 of the Listing Rules. As a general principle, an issuer should select all headlines that are applicable to the content of the announcement. If an announcement relates to more than one subject matter or is issued to satisfy different Rule requirements, all headlines relating to the subject matters and the Rule requirements must be selected. An issuer should not select the headline(s) under "Other" unless all other headlines in Appendix 24 are not applicable to its announcement.

Issuers may also refer to the following Exchange's guidance materials for the selection of headline categories:

Guide on pre-vetting requirements and selection of headline categories for announcements available at http://www.hkex.com.hk/listing/suppmat/guide_pre_vetting_req.htm which sets out the generally applicable headline categories for various types of announcements issued under specific Listing Rules.
The Exchange's letter to issuers of 25 July 2007 available at http://www.hkex.com.hk/eng/rulesreg/listrules/listletter/documents/20070725.pdf which sets out the examples of common errors made by issuers in selecting headlines for certain types of announcements and circulars.

FAQ Series 27, FAQ No. 1
LR reference: Main Board Rules 2.07C(3), Appendix 24 / GEM Rules 16.18(2), Appendix 17
Released on 14/3/2014

Question:

New headline categories "Other — Business Update", "Other — Trading Update", "Other — Corporate Governance Related Matters", "Other — Litigation", and "Other — Miscellaneous" were introduced in April 2014.

Please explain which types of announcements may fall under these headlines.

Answer:

The new headlines are introduced to give investors more information about the nature of the announcements falling under the headline category "Other". Issuers should select these new "Other" headline categories only if there are no other applicable headlines.

The following types of announcements may fall under the new headline categories:

(i) Other — Business Update
 
Updates on business activities of the issuer group, for example, the signing of a business contract, a letter of intent to acquire/dispose of assets or a business cooperation agreement, public tender for acquisition/disposal, status update on a project, etc.
(ii) Other — Trading Update
 
Periodic updates of sales and other key performance indicators, for example, sales turnover, key performance indicators such as same store sales, new orders booked, monthly premium income for insurance companies, interim management accounts, etc.
(iii) Other — Corporate Governance Related Matters
 
Report on internal control review, updates of corporate governance matters, for example, change in corporate personnel, etc.
(iv) Other — Litigation
 
Status update on litigation, arbitration or other legal proceedings.
(v) Other — Miscellaneous
 
Issuers should only choose this headline if no other headlines is applicable.

FAQ Series 27, FAQ No. 2
LR reference: Main Board Rules 2.07C(3), Appendix 24 / GEM Rules 16.18(2), Appendix 17
Released on 14/3/2014

Question:

Can investors search for announcements published before 1 April 2014 using the new headlines "Other — Business Update", "Other — Trading Update", "Other — Corporate Governance Related Matters" and "Other — Litigation"?

Answer:

No. These new headlines only apply to announcements published by issuers after 1 April 2014.

Investors can use the headline "Other (before 1 April 2014)" to search for similar types of announcements published before 1 April 2014.

FAQ Series 27, FAQ No. 3
LR reference: Main Board Rules 2.07C(3), Appendix 24 / GEM Rules 16.18(2), Appendix 17
Released on 14/3/2014

Question:

Why did the Exchange introduce six new headline categories for overseas regulatory announcements? Please give examples for the use of these new headline categories.

Answer:

Overseas regulatory announcements contain regulatory information released by an issuer or its subsidiary to other stock exchanges. Since overseas regulatory announcements may be published in one language only (either Chinese or English), the new headlines (in both languages) provide readers with information about the nature of the announcement.

If an overseas regulatory announcement is to be published in one language only, the issuer should only select these new headline(s) under "Overseas Regulatory Announcement".

The following are examples of announcements that may be published under these new headline categories.

(i) Overseas Regulatory Announcement — Corporate Governance Related Matters
 
Social responsibility report, internal control report and independent directors' review report, etc.
(ii) Overseas Regulatory Announcement — Business Update
 
Signing of sales contracts or cooperation agreements, periodic update on group reorganization, financial or capital arrangements with subsidiaries, and surplus cash management report, etc.
(iii) Overseas Regulatory Announcement — Trading Update
 
Financial results summary or reports of the issuer or its subsidiaries, Forms 10- K/10-Q filed with the U.S. Securities and Exchange Commission, interim management statements, and periodic updates on sales performance, etc.
(iv) Overseas Regulatory Announcement — Board/Supervisory Board Resolutions
 
Resolutions approved by the board of directors or the board of supervisors.
(v) Overseas Regulatory Announcement — Issue of Securities and Related Matters
 
Listing documents/notices/allotment results for listing of bonds or foreign listed shares (e.g. A shares of PRC issuers), overseas debt issuance program updates, periodic announcements on interest payments and credit ratings, and conversion/repurchase/cancellation of overseas listed bonds, etc.
(vi) Overseas Regulatory Announcement — Other
 
Issuers should only choose this headline for an overseas regulatory announcement if none of the above headlines is applicable.

FAQ Series 27, FAQ No. 4
LR reference: Main Board Rules 2.07C(3), Appendix 24 / GEM Rules 16.18(2), Appendix 17
Released on 14/3/2014

Question:

Listco A is dually listed in Hong Kong and on a PRC stock exchange. It proposes to release its quarterly results in the PRC market in order to comply with the PRC listing rules.

At the time of releasing its quarterly results in the PRC market, Listco A will publish the following two announcements on the HKExnews website:

(i) an overseas regulatory announcement (in Chinese only) which contains the quarterly results released in the PRC; and
(ii) a separate announcement (in both English and Chinese languages) about inside information which contains key financial figures extracted from the overseas regulatory announcement in (i).

Which headline(s) should Listco A select for these two announcements?

Answer:

Listco A should select the headline "Overseas Regulatory Announcement — Trading Update" for the announcement (i). For the other announcement (ii), Listco A should select the headline "Quarterly Results" and also the headline "Inside Information".

FAQ Series 27, FAQ No. 5
LR reference: Main Board Rules 2.07C(3), Appendix 24 / GEM Rules 16.18(2), Appendix 17
Released on 14/3/2014

Question:

Listco B is dually listed in Hong Kong and the UK. It proposes to release an interim management statement containing financial updates in the UK market.

Listco B considers that the interim management statement constitutes inside information. Therefore it will publish the statement in both English and Chinese languages on the HKExnews website.

Which headline(s) should Listco B select for this announcement?

Answer:

Listco B should select the headlines "Inside Information" and "Overseas Regulatory Announcement — Trading Update" for its interim management statement.

FAQ Series 27, FAQ No. 6
LR reference: Main Board Rules 2.07C(3), Appendix 24 / GEM Rules 16.18(2), Appendix 17
Released on 14/3/2014

Question:

How should an issuer decide on the title of its announcement?

Answer:

The title of an announcement should give readers a quick understanding of the relevance and importance of the information disclosed in the announcement. Therefore the announcement title should be precise and meaningful. Issuers should avoid using titles that are too generic and do not describe the content of the announcement. Examples of these generic titles include "announcement", "voluntary announcement" and "other announcement".

FAQ Series 27, FAQ No. 7
LR reference: Main Board Rules 2.07C(3) / GEM Rules 16.18(2)
Released on 14/3/2014

Question:

An issuer has a financial year end date of 31 March. When submitting its interim report for the six months ended 30 September 20x7 and annual report for the year ended 31 March 20x8 for publication on the HKEX website, what titles should it use in the designated free-text fields?

Answer:

The title of a document should be precise and meaningful to give readers a quick understanding of the relevance and importance of the information disclosed in the document. See No. 7 of FAQ Series 27.

The title for the issuer’s interim report should be:

(a) “Interim report for the six months ended 30 September 20x7”; or
(b) “20x7/x8 interim report”.

The title for the issuer’s annual report should be:

(a) “Annual report for the year ended 31 March 20x8”; or
(b) “20x7/x8 annual report”.

Issuers with financial year end dates other than 31 December should follow this guidance.

FAQ Series 27, FAQ No. 8
LR reference: Main Board Rules 2.07C(3), 13.46, 13.48 / GEM Rules 16.18(2), 18.03, 18.53
Released on 7/12/2018

Question:

What are the publication windows?

Answer:

A publication window is a period of the day when documents submitted through the e-Submission System are published immediately on the HKEx website. Subject to certain limited types of announcements that can be published at all times during the operational hours of the e-Submission System, the current publication windows applicable to the Announcements and Notices Tier 1 Headline Category are as follows (these publication windows occur on business days unless otherwise specified):

On a normal business day:

6.00 a.m. to 8.30 a.m.
12.00 noon to 12.30 p.m.
4.30 p.m. to 11.00 p.m.

On the eves of Christmas, New Year and Lunar New Year when there is no afternoon session:

6.00 a.m. to 8.30 a.m.
12.30 p.m. to 11.00 p.m.

On a non-business day preceding a business day:

6.00 p.m. to 8.00 p.m.

The above times are submission deadlines for publication. A submission will be successful if approved at any time (up to and including the 59th second) prior to the deadline.

In order to enable HKEx to perform maintenance work on its systems, submissions for publication cannot be made via the e-Submission System at times other than those specified above.

As stated in the Exposure Conclusions document, we are continuing to explore ways to reduce the categories of announcements which require our pre-vetting. Such a reduction should also help issuers to meet the submission deadline more easily.

Other documents, such as circulars and annual reports can be submitted during the operational hours of the e-Submission System (see question 3 under the "Access to the e-Submission System" section) and they will be published directly on the HKEx website. For these documents, we would recommend submission during trading hours so as to avoid the peak publication period.

FAQ Series 3, FAQ No. 155
LR reference: Main Board Rules 2.07C(4)(a) / GEM Rules 16.18(3)(a)
Released on 22/3/2007 (Updated on 25/7/2016)

Question:

Which categories of announcements and notices can be published during trading hours (including lunchtime)?

Answer:

All notices and documents which are not announcements (e.g. Annual Reports, Listing Documents, Circulars, Exchange Traded Fund NAV statements etc) can be published both during and outside of trading hours.

The following categories of announcements can be published during trading hours as well as outside trading hours:

trading halt or suspension announcements;
announcements that relate to clarification of news reports or unusual price/turnover movements (classified as "standard" or "super"); and
overseas regulatory announcements;
All types of announcements can be published between 12.00 noon and 12.30 p.m. on a normal business day as well as outside trading hours.

FAQ Series 3, FAQ No. 157
LR reference: Main Board Rules 2.07C(4)(a) / GEM Rules 16.18(3)(a)
Released on 22/3/2007 (Updated on 2/1/2013)

Question:

Can any documents other than announcements be published during trading hours?

Answer:

Yes. Documents other than announcements (e.g. annual reports, listing documents, circulars and Exchange Traded Fund NAV statements) can be submitted and published on the HKEx website during trading hours. Only announcements (with certain exceptions as set out in the Listing Rules) submitted for publication on the HKEx website cannot be published during trading hours.

To avoid peak publication times, which we anticipate to be between 4.30 p.m. to 11 p.m., we would recommend that documents that are not time critical (such as annual reports and circulars) be submitted electronically for publication during trading hours.

FAQ Series 3, FAQ No. 158
LR reference: Main Board Rules 2.07C(4)(a) / GEM Rules 16.18(3)(a)
Released on 22/3/2007 (Updated on 25/7/2016)

Question:

Are there special publication periods for the submission of annual reports or circulars for publication on the website?

Answer:

No. There are special publication windows only for announcements. Documents such as annual reports and circulars can be submitted for publication at all times during the operational hours of e-Submission System; this includes trading hours.

HKEx would recommend the submission of documents other than announcements for publication on the website during trading hours rather than the peak evening publication window (i.e. between 4.30 p.m. and 11 p.m.) when announcements would tend to be published.

FAQ Series 3, FAQ No. 159
LR reference: Main Board Rules 2.07C(4)(a) / GEM Rules 16.18(3)(a)
Released on 22/3/2007 (Updated on 25/7/2016)

Question:

How does the MMO apply to CIS offerors?

Answer:

For CIS offerors who intend to adopt an MMO, the SFC will impose conditions in its letter of authorization similar to those in the Class Exemption Notice for CO offerors who intend to adopt an MMO (with necessary changes).

HKEX-GL81-15, FAQ No. 25
LR reference: Main Board Rules 2.07C(4)(a)
Released on 26/11/2010

Question:

What announcement, notice or document types can I submit in a single language?

Answer:

An announcement can be submitted in a single language where permitted by the Listing Rules. The types of announcements where single language publication is usually permitted include overseas regulatory announcements and the trading reports and pre-listing reports of structured product issuers. However, overseas regulatory announcements can also be submitted in both English and Chinese.

FAQ Series 3, FAQ No. 50
LR reference: Main Board Rules 2.07C(4)(b) / GEM Rules 16.03
Released on 22/3/2007 (Updated on 21/5/2007)

Question:

Can I submit an Overseas Regulatory Announcement in both English and Chinese for publication?

Answer:

Yes. An Overseas Regulatory Announcement can be submitted for publication in both English and Chinese and both files should be submitted simultaneously. An Overseas Regulatory Announcement can also be submitted for publication in only one language i.e. either in English or in Chinese.

FAQ Series 3, FAQ No. 56
LR reference: Main Board Rules 2.07C(4)(b), 13.10B / GEM Rules 16.03, 17.12
Released on 22/3/2007

Question:

Are listed issuers required to submit both English and Chinese versions of Next Day Disclosure Returns and Monthly Returns?

Answer:

Yes.

FAQ Series 8, FAQ No. 20
LR reference: Main Board Rules 13.25A, 13.25B; see also: 2.07C(4)(b) / GEM Rules 17.27A, 17.27B; see also: 16.03
Released on 28/11/2008

Question:

Does an issuer need to publish its documents on display in both the English and Chinese language on its own website and the Exchange’s website?

Answer:

The language requirements under Main Board Rule 2.07C(4)(b) (GEM Rule 16.03) do not apply to documents on display. Issuers do not need to publish their documents on display online in both English and Chinese languages unless it is otherwise required by the Listing Rules.

FAQ Series N/A, FAQ No. 075-2021
LR reference: Main Board Rule 2.07C(4)(b) / GEM Rule 16.03
Released on 18/6/2021

Question:

Can I submit the English and Chinese language files in two separate submissions one after the other?

Answer:

The Listing Rules usually require that, for documents where both English and Chinese versions must be published, both language versions be submitted for publication simultaneously. However Annual Reports or Listing Documents can be published in two separate language submissions, one after the other.

FAQ Series 3, FAQ No. 55
LR reference: Main Board Rules 2.07C(4)(c), 2.07C(4)(d) / GEM Rules 16.18(1)(b), 16.18(1)(c)
Released on 22/3/2007

Question:

Can I submit a bilingual version of a document (e.g. annual report and accounts) for publication or do I have to separate a bilingual document into a purely English and a purely Chinese language version before submitting them for publication?

Answer:

You can submit a bilingual document for publication and you do not need to separate a bilingual document into a purely English and a purely Chinese language version before submitting them for publication.

However, you should submit a copy of a bilingual document under an English title on one submission and the same copy of the bilingual document under a Chinese title on a separate submission. This is to ensure that visitors to both language versions of the HKEx website can access the bilingual document.

FAQ Series 3, FAQ No. 57
LR reference: Main Board Rules 2.07C(4)(c), 2.07C(4)(d) / GEM Rules 16.18(1)(b), 16.18(1)(c)
Released on 22/3/2007

Question:

What operational standards must an issuer adhere to for posting announcements relating to MMO on its own website?

Answer:

In addition to the requirements in the Class Exemption Notice requiring how access to the e-prospectus must be provided from the issuer's website (e.g. 9A(3)(f),(g),(h) and 9A(10)), reference is made to No. 36 of the FAQ Series 3 document for electronic disclosure regarding certain guiding principles for layout of the issuer's website.

HKEX-GL81-15, FAQ No. 22
LR reference: Main Board Rules 2.07C(6) / GEM Rules 16.19(1)
Released on 26/11/2010 (Updated in July 2015)

Question:

Can an issuer satisfy the requirement to have its own website by using the services of a third party (e.g. an agent?)

Answer:

Yes. An issuer can use web hosting and management services of a third party to satisfy the requirement to publish announcements, notices or other documents. The third-party website must be assigned a dedicated location on the Worldwide Web. Also, the issuer remains responsible at all times for the content that it posts on that third party website.

FAQ Series 3, FAQ No. 34
LR reference: Main Board Rules 2.07C(6)(a) / GEM Rules 16.19(1)
Released on 22/3/2007 (Updated on 21/5/2007)

Question:

Can an issuer have more than one website?

Answer:

An issuer must nominate one website (and only one) which complies with all the requirements of the Listing Rules with regard to "issuer's own website" and the publication of documents on that website.

An issuer may maintain other websites for other purposes.

FAQ Series 3, FAQ No. 35
LR reference: Main Board Rules 2.07C(6)(a) / GEM Rules 16.19(1)
Released on 22/3/2007 (Updated on 7/3/2011)

Question:

What operational standards must an issuer adhere to in order to meet the Listing Rule requirement to post announcements on its own website?

Answer:

Listing Rules MB 2.07C(6)(a) and GEM 16.19(1) require issuers to publish an announcement, notice or other document on a website within certain deadlines.

We do not specify the minimum operational standards that an issuer should apply to a website that publishes information to comply with the above rules. The demands placed upon an issuer's website by visitors will vary greatly depending upon the extent of investor and shareholder interest at any one time.

Issuers are expected to take all "reasonable steps" to comply with the Listing Rules. What constitutes "reasonable steps" will depend on the circumstances and the extent to which the issuer can control them.

We do not specify the web publication mechanism(s) by which an issuer may comply with the above rules. There are a wide variety of mechanisms that will allow an issuer to comply with the above rules. These mechanisms are often technically complex. Also, the types of mechanisms that are available change rapidly over time. Consequently, there is a high risk that technologically innovative solutions could be inhibited by any guidance issued by us.

Instead, we have set out a list of principles that issuers should be mindful of when publishing information on their website to comply with the above rules.

The underlying rationale behind these principles is to ensure that the information published on the issuer's website is easily and readily available to all in a manner that is independent from HKEx. This is to ensure at all times, there is an alternative source of information apart from the HKEx website.

List of guiding principles

Availability: the website on which an issuer publishes information to comply with these rules must be available at all times (except for downtime required for essential maintenance reasons). An issuer should take all reasonable steps to ensure the availability of its website during normal circumstances and in contingency circumstances.
Ease of access: the information an issuer publishes to comply with these rules must be easily accessible to a visitor to its website. It should be clear to the visitor where the information is located and how he can locate and view the information.
Security: an issuer should take all reasonable steps to ensure that the information it publishes on a website to comply with these rules is secure to prevent any unauthorized tampering with the information once it has been published.
Segregation: an issuer should ensure that the information it publishes on a website to comply with these rules is clearly segregated from the information of other issuers. An issuer should also take all reasonable steps to segregate information that has been published to comply with these rules from other non-regulatory corporate information of the issuer.
Control: an issuer must at all times maintain control of the information it has published to comply with these rules. An issuer must take all reasonable steps to ensure that the information it has published is not in the control of another party.
Independence from HKEx publication: an issuer must ensure that the information it publishes to comply with these rules is independent from the copy of the same information published on an HKEx website. An issuer should ensure that the availability of the information on its website does not rely upon the availability of the same information on an HKEx website.

FAQ Series 3, FAQ No. 36
LR reference: Main Board Rules 2.07C(6)(a) / GEM Rules 16.19(1)
Released on 22/3/2007 (Updated on 7/3/2011)

Question:

Does an issuer's own website need to be in both English and Chinese?

Answer:

An issuer should publish on its own website the same information that it has published on the HKEx website. Consequently, if the information published on the HKEx website is in both English and Chinese, both language versions of that information should also be made available on the issuer's own website.

FAQ Series 3, FAQ No. 37
LR reference: Main Board Rules 2.07C(6)(a) / GEM Rules 16.19(1)
Released on 22/3/2007 (Updated on 21/5/2007)

Question:

Does the document published on the issuer's own website have to be the same as that submitted to HKEx for publication?

Answer:

Yes. The two documents must be identical. This includes the file format and contents of the document.

FAQ Series 3, FAQ No. 38
LR reference: Main Board Rules 2.07C(6)(a) / GEM Rules 16.19(1)
Released on 22/3/2007 (Updated on 21/5/2007)

Question:

Does an issuer have to display on its own website the headline categories and titles of the announcement, notice or document as published on the HKEx website?

Answer:

No. Publication of the announcement, notice or document on an issuer's website will be sufficient to satisfy the requirements of the Listing Rules.

FAQ Series 3, FAQ No. 39
LR reference: Main Board Rules 2.07C(6)(a) / GEM Rules 16.19(1)
Released on 22/3/2007 (Updated on 21/5/2007)

Question:

When does the deadline for posting a document on the issuer's own website start to run?

Answer:

The general deadline for publishing a document on the issuer's own website is 1 hour after submission for publication of the document through the e-Submission System. Where, however, a document is submitted after 7.00 p.m., the deadline for publication on the issuer's own website is 8.30 a.m. the following business day (see Listing Rules MB 2.07C(6)(a) and GEM 16.19(1)).

FAQ Series 3, FAQ No. 42
LR reference: Main Board Rules 2.07C(6)(a) / GEM Rules 16.19(1)
Released on 22/3/2007 (Updated on 7/3/2011)

Question:

How can an issuer ensure even dissemination of information between both its own website and the HKEx website?

Answer:

An issuer should take reasonable steps to ensure that information has been disseminated evenly between its own website and the HKEx website.

An issuer can gain comfort that it has taken all reasonable steps in this regard by publishing information on its website, only after:

receiving an acknowledgement from the e-Submission System that its approval of a submission for publication was successful; and
receiving an e-mail from HKEx confirming that its submission has been published on the HKEx website; and/or
visually inspecting the HKEx website to check that its submission has been published there.

An issuer should adopt internal procedures that incorporate such assurances.

FAQ Series 3, FAQ No. 43
LR reference: Main Board Rules 2.07C(6)(a) / GEM Rules 16.19(1)
Released on 22/3/2007 (Updated on 21/5/2007)

Question:

What are the implications of HKEx's review and monitoring procedures on listed issuers' compliance with the requirement to publish a document on its own website within an hour of publication on the HKEx website (or, where the document has been submitted to HKEx after 7.00 p.m. by no later than 8.30 a.m. the next business day)?

Answer:

HKEx may from time to time review compliance standards for posting times of documents on issuer's own websites. Listed issuers may be asked by HKEx to provide all relevant data in this regard. Issuers should maintain a log showing the date and time of the posting of their documents on their own websites.

FAQ Series 3, FAQ No. 44
LR reference: Main Board Rules 2.07C(6)(a) / GEM Rules 16.19(1)
Released on 22/3/2007 (Updated on 7/3/2011)

Question:

Is an issuer permitted to publish a document on its own website when the same document cannot be published on the HKEx website for technical reasons?

Answer:

HKEx has back-up systems in place to ensure that there is not a single point of failure for the HKEx website. In the extreme circumstance of double point failure and both the main and back-up HKEx systems fail, HKEx will issue details of the contingency measures that all issuers should take. It is likely that these contingency measures will require that issuers publish documents on their own website to provide an alternative source of this information. HKEx will also publish headlines and titles of announcements and documents on an electronic bulletin board.

You may refer to the Guide on Listed Company Information Dissemination and Related Trading Arrangements in the Event of Interruption to the HKExnews Website Service or the Information Dissemination System published by the Exchange on the HKEx website at:
http://www.hkex.com.hk/eng/rulesreg/listrules/listadmin/conting_mtl.htm.

FAQ Series 3, FAQ No. 45
LR reference: Main Board Rules 2.07C(6)(a) / GEM Rules 16.19(1)
Released on 22/3/2007 (Updated on 23/12/2011)

Question:

What procedures should an issuer follow if it has launched a new website, or the address of its existing website has changed?

Answer:

HKEx maintains a list of the websites of listed companies. This list can be accessed via the hyperlinks below:

http://www.hkexnews.hk/hyperlink/hyperlist.htm

http://www.hkgem.com/aboutgem/links/e_hyper1.htm

If there is any change of the issuer's website information (either a launch of new website or change of website address), the e-Submission Administrator at the issuer should change the "Website" field in its "Company Details" page within ESS accordingly. HKEx will use this information to update its lists of websites of listed companies mentioned above.

An issuer should ensure, if it changes its website, that all the information it has previously published under Listing Rule obligations continues to remain available for at least 5 years.

FAQ Series 3, FAQ No. 48
LR reference: Main Board Rules 2.07C(6)(a) / GEM Rules 16.19(1)
Released on 22/3/2007 (Updated on 7/3/2011)

Question:

When does a new applicant need to publish an OC Announcement (as defined in Rule 1.01 (GEM Rule 1.01)) and what is the content requirement of such announcement?

Answer:

The requirement to publish an OC Announcement only applies to a placing involving bookbuilding activities in connection with a New Listing (Refer to Rule 3A.32(1)(a)(i) (GEM Rule 6A.39(1)(a)(i)).

Publication of an OC Announcement is required:

(i) on the same date as the new applicant files the listing application (Note) and publishes the Application Proof (or in the case of a listing of interests in a REIT, on the same date as it files an authorisation application with the Commission and publishes the Application Proof) (“Submission of the Application”).

A new applicant that is allowed to make a confidential filing under the Listing Rules is required to publish an OC Announcement on the same date as it publishes its PHIP instead. For the avoidance of doubt, the OC Announcement shall be published immediately after and on the same date as the publication of the Application Proof (or PHIP, where applicable). Such OC Announcement shall set out the name(s) of all overall coordinator(s) appointed by the new applicant as at the date of the announcement;
(ii) each time an additional overall coordinator is appointed after the Submission of the Application. In such a case, the OC Announcement shall be published as soon as practicable after the appointment is made and in any event no later than the first business day after the date of the appointment (which appointment shall be no later than the 14th day after the date of Submission of the Application). Each OC Announcement shall disclose the appointment and set out the name(s) of all overall coordinator(s) appointed by the new applicant as at the date of the announcement; and
(iii) each time the appointment of an overall coordinator is terminated after the Submission of the Application (or after the publication of the first OC Announcement for applicants allowed to make a confidential filing). In such circumstances, the OC Announcement shall be published as soon as practicable after the termination takes place, and is expected to be published no later than the first business day after the date of the termination of the appointment. Each such OC Announcement shall disclose the termination and set out the name(s) of all overall coordinator(s) that remain appointed by the new applicant as at the date of the announcement.

For the purpose of publication on the Exchange’s website, an OC Announcement must, among other things, be accompanied by appropriate disclaimer and warning statements and not contain any information regarding the proposed offering or other information that would result in it being deemed as (i) a prospectus under section 2(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance as amended from time to time (Cap. 32) (“CWUMPO”); (ii) an advertisement under section 38B(1) of the CWUMPO; or (iii) an invitation to the public in breach of section 103(1) of the SFO, as stipulated under paragraphs 4(d) and 5A of Practice Note 22 (paragraphs 3(d) and 4A of Practice Note 5 of the GEM Rules).

Also, for the avoidance of doubt, while intermediaries appointed may be awarded titles such as “global coordinator”, “bookrunner”, “lead manager”, etc., if they fall within the definition of “overall coordinators” under the Rule Amendments by virtue of the activities they conduct or are engaged to conduct, each OC Announcement shall clearly identify them as “overall coordinators”, in addition to any other titles of these intermediaries which the new applicant may intend to disclose in the OC Announcement.

Note: This includes a re-filing of a listing application.

FAQ 077-2022, FAQ No. 15
LR reference: Main Board Rules 2.07C(6)(a), 3A.37, 3A.41(2),9.08(2), 12.01C, Practice Note 22 / GEM Rules 16.19(1), 6A.44, 6A.46(2),12.10(2), 16.01C, Practice Note 5
Released on 22/4/2022

Question:

What should a new applicant do if it failed to publish an OC Announcement at the prescribed timing under the Listing Rules?

Answer:

The new applicant shall publish the OC Announcement as soon as practicable and clearly state the following in the announcement:

(i) when the OC Announcement should have been published under the Listing Rules;
(ii) the reasons for the delay in publication;
(iii) and that the Exchange may take action in respect of the new applicant’s listing application on the breach of the relevant Listing Rule.

FAQ 077-2022, FAQ No. 16
LR reference: Main Board Rules 2.07C(6)(a), 3A.37, 3A.41(2),9.08(2), 12.01C, Practice Note 22 / GEM Rules 16.19(1), 6A.44, 6A.46(2), 12.10(2), 16.01C, Practice Note 5
Released on 22/4/2022

Question:

Does a new applicant need to publish an OC Announcement on an appointment or termination of an overall coordinator that takes place before the submission of its listing application?

Answer:

No, the obligation to publish an OC Announcement arises only when a new applicant submits a listing application. See FAQ No. 15.

However, the new applicant is required to notify the Exchange in writing, as soon as practicable, of a termination of an overall coordinator that takes place before the submission of the listing application, and provide the information required under Rule 3A.41(1) (GEM Rule 6A.46(1)) to the Exchange.

Note: A new applicant that is allowed to make a confidential filing under the Listing Rules is not required to publish the first OC Announcement on the same date as it files the listing application and publishes the Application Proof. Instead, such new applicant shall publish its first OC Announcement on the same date as it publishes its PHIP.

FAQ 077-2022, FAQ No. 17
LR reference: Main Board Rules 2.07C(6)(a), 3A.37, 3A.41, 9.08(2), 12.01C, Practice Note 22 / GEM Rules 16.19(1), 6A.44, 6A.46, 12.10(2), 16.01C, Practice Note 5
Released on 22/4/2022

Question:

Does a listed issuer need to publish an OC Announcement on an appointment or termination of an overall coordinator in relation to the placings other than in connection with a New Listing?

Answer:

No, the requirement for publication of an OC Announcement only applies to a new applicant effecting a placing involving bookbuilding activities in connection with a New Listing and does not apply to an offering by a listed issuer under Rule 3A.32(1)(a)(ii) or 3A.32(1)(b) (GEM Rule 6A.39(1)(a)(ii) or 6A.39(1)(b)).

However, in an offering by a listed issuer under Rule 3A.32(1)(a)(ii) or 3A.32(1)(b) (GEM Rule 6A.39(1)(a)(ii) or 6A.39(1)(b)), it is required to notify the Exchange of the termination of an overall coordinator in writing as soon as practicable under Rule 3A.41(1) (GEM Rule 6A.46(1)).

FAQ 077-2022, FAQ No. 18
LR reference: Main Board Rules 2.07C(6)(a), 3A.37, 3A.41, 9.08(2), 12.01C, Practice Note 22 / GEM Rules 16.19(1), 6A.44, 6A.46, 12.10(2), 16.01C, Practice Note 5
Released on 22/4/2022

Question:

(i) Where will OC Announcements be posted?
(ii) Do OC Announcements need to be pre-vetted by the Exchange prior to publication?
(iii) What are the publication requirements for OC Announcements?

Answer:

(i) OC Announcements will be posted on the “New Listings” page of the HKEXnews website.
(ii) No
(iii) As in the case of publication of Application Proofs and PHIPs, a new applicant shall submit the OC Announcement through HKEx-ESS for publication on the Exchange’s website, and is not required to publish the OC Announcement on its own website.
FAQ 077-2022, FAQ No. 19
LR reference: Main Board Rules 2.07C(6)(a), 3A.37, 3A.41, 9.08(2), 12.01C, Practice Note 22 / GEM Rules 16.19(1), 6A.44, 6A.46, 12.10(2), 16.01C, Practice Note 5
Released on 22/4/2022

Question:

A new applicant has submitted a listing application before the Effective Date, which remains valid as at the Effective Date. If the new applicant appoints or terminates the engagement of an overall coordinator after the Effective Date, does it need to publish an OC Announcement?

Answer:

In the scenario described, the new applicant will not be required to publish an OC Announcement on the appointment or termination of the engagement of an overall coordinator that takes place after the Effective Date, as the Rule Amendments are not applicable to listing applications submitted prior to the Effective Date. For example, if a new applicant submits a listing application 1 week before the Effective Date, it will not be required to publish an OC Announcement in respect of the appointment of an overall coordinator during the 2-week period following the submission date of the listing application (even if such appointment takes place in the first week following the Effective Date).

In the event the new applicant re-files a listing application on or after the Effective Date, it will need to comply with the applicable Rule Amendments, including those in relation to the publication of OC Announcements.

FAQ 077-2022, FAQ No. 22
LR reference: Main Board Rules 2.07C(6)(a), 3A.37, 3A.41(2), 9.08(2), 12.01C, Practice Note 22 / GEM Rules 16.19(1), 6A.44, 6A.46(2), 12.10(2), 16.01C, Practice Note 5
Released on 22/4/2022

Question:

The Listing Rules require an issuer to ensure that published documents remain available on its website for 5 years. Does this mean an issuer has to upload to its website all the documents that the issuer published within the 5 years previous to the implementation of this new rule?

Answer:

No. An issuer need only upload documents to its website that have been published after the implementation of the amended Listing Rules on 25 June 2007.

Any document which has been uploaded to its website pursuant to a pre-existing Listing Rule (e.g. Listing Rules MB 2.07A(4); GEM 16.04A(4)) must remain on its website for the remainder of the period prescribed under that Rule.

FAQ Series 3, FAQ No. 40
LR reference: Main Board Rules 2.07C(6)(b) / GEM Rules 16.19(2)
Released on 22/3/2007 (Updated on 21/5/2007)

Question:

If an issuer fails to ensure that published documents remain available on its website for 5 years, does this constitute a breach of the Listing Rules?

Answer:

Yes and the breach should be rectified without delay. The Listing Rules state (MB 2.07C(6)(b) & GEM 16.19(2)) that an issuer must ensure that any document published on its website pursuant to these rules remains available on a continuous basis for at least 5 years.

FAQ Series 3, FAQ No. 41
LR reference: Main Board Rules 2.07C(6)(b) / GEM Rules 16.19(2)
Released on 22/3/2007 (Updated on 21/5/2007)

Question:

A listed issuer proposes to acquire a target company, which constitutes a notifiable transaction. The listed issuer has prepared a valuation of the target company using the discounted cashflow method, which is regarded as a profit forecast under Main Board Rule 14.61/ GEM Rule 19.61.

Is the listed issuer required to disclose such valuation in its announcement and circular for the notifiable transaction and comply with Main Board Rule 14.62/ GEM Rule 19.62 and paragraph 29(2) of Appendix 1B to the Main Board Rules/ GEM Rules?

Answer:

Under the Listing Rules, there is no specific requirement for the listed issuer to disclose the profit forecast for the target company to be acquired. However, the listed issuer must observe the general disclosure principle under Main Board Rule 2.13/ GEM Rule 17.56. For example, where the valuation of the target company was a primary factor in forming the basis for the consideration or other material terms of the transaction, disclosure of the valuation would need to be made in the relevant announcement and circular.

Where a notifiable transaction announcement / circular contains a profit forecast in respect of the listed issuer or a company which is/ is proposed to become, one of its subsidiaries, the listed issuer is required to comply with Main Board Rule 14.62 / GEM Rule 19.62 and paragraph 29(2) of Appendix 1B to the Main Board Rules/ GEM Rules (as the case may be).

FAQ Series 7, FAQ No. 21
LR reference: Main Board Rules 14.62, 14.66(2), 2.13, Appendix 1B Paragraph 29(2) / GEM Rules 19.62, 19.66(3), 17.56, Appendix 1B Paragraph 29(2)
Released on 28/11/2008 (Updated on 30/9/2009)

Question:

A listed issuer proposes to acquire a revenue generating asset, which constitutes a notifiable transaction. There is a valuation of such asset prepared using the discounted cashflow method, which is regarded as a profit forecast under Main Board Rule 14.61/ GEM Rule 19.61.

Will the listed issuer be required to comply with the formal reporting requirements under Main Board Rule 14.62/ GEM Rule 19.62 if it discloses the valuation of the revenue generating asset in its announcement issued under the notifiable transaction rules?

Answer:

Under Main Board Rule 14.62 / GEM Rule 19.62, the formal reporting requirements apply where the announcement contains a profit forecast in respect of the listed issuer or a company which is/ is proposed to become, one of its subsidiaries.

In this case, while the profit forecast made in respect of the revenue generating asset may not fall within Main Board Rule 14.62 / GEM Rule 19.62, the listed issuer must ensure compliance with Main Board Rule 2.13 / GEM Rule 17.56 when its announcement contains profit forecast of the asset to be acquired, particularly where the assets are material to the listed issuer.

The listed issuer should also note that where the proposed acquisition constitutes a major transaction or above that requires a circular, it is required to comply with the formal reporting requirements in respect of the profit forecast of the asset contained in the circular pursuant to Paragraph 29(2) of Appendix 1B to the Main Board Rules / GEM Rules.

FAQ Series 7, FAQ No. 22
LR reference: Main Board Rules 14.62, 14.66(2), 2.13, Appendix 1B Paragraph 29(2) / GEM Rules 19.62, 19.66(3), 17.56, Appendix 1B Paragraph 29(2)
Released on 28/11/2008 (Updated on 30/9/2009)

Question:

Will the Exchange return a listing application if the listing document does not comply with the Guidance Letter HKEX-GL86-16?

Answer:

The Guidance Letter HKEX-GL86-16 contains:

(a) general guidance on producing clear and concise listing documents (General Guidance);
(b) consolidated and updated version of a number of the Exchange's guidance letters on disclosure in listing documents, mostly included under the title "Simplification Series" (Consolidated Guidance); and
(c) online hyperlinks to: (i) sample "Summary of the Constitution of the Company and the Companies Law" sections of listing documents of applicants incorporated in Bermuda, the Cayman Islands and the PRC (Specimen Sections); and (ii) the corresponding sample constitutional documents for the applicants (Sample Constitutional Documents).

The Exchange will not return a listing application merely because it does not follow the General Guidance, the Specimen Sections or the Sample Constitutional Documents, but will remind applicants to do so.

Applicants which submit their listing applications after 30 April 2016 should comply with the Consolidated Guidance.

FAQ 001-2016
LR reference: Main Board Rules 2.13, 11.07 / GEM Rules 14.08(7), 17.56
Released on 2/2/2016 (Updated on 13/5/2016)

Question:

What are the changes in the Consolidated Guidance compared to the guidance letters on disclosure in listing documents, mostly included under the title "Simplification Series"?

Answer:

The changes in the Consolidated Guidance are limited to:

(a) modifying or deleting certain overly specific content guidance which is only relevant in a limited number of cases. For example, the specific content guidance for product returns and warranty, and industry standards (e.g. International Organization for Standardization (ISO)), which does not apply to all listing applicants, and has been modified and deleted, respectively. This helps to ensure that the guidance remains high level and principles-based;
(b) removing any repetition after consolidating the various guidance letters on disclosure in listing documents, mostly included under the title "Simplification Series"; and
(c) updating the guidance based on the Exchange's most recent experience. For example, in respect of listing applicants in the banking and securities sectors, we have updated the content guidance so that the following financial information/ ratios are to be disclosed in the Summary section of a listing document:
 
in respect of the banking sector, net interest spread, net interest margin, capital adequacy ratio, non-performing loan ratio and loan to deposit ratio; and
in respect of the securities sector, the amount of securities underwritten, average commission rate, trading volumes, average rate of return, asset under management and balances of margin financing and securities lending.

For marked-up version of the guidance letters included in the Consolidated Guidance, see:

http://www.hkex.com.hk/eng/rulesreg/listrules/listsptop/guidepsld/psld_index.htm

FAQ 002-2016
LR reference: Main Board Rules 2.13, 11.07 / GEM Rules 14.08(7), 17.56
Released on 2/2/2016 (Updated on 26/2/2016)

Question:

Will the guidance letters on disclosure in listing documents, mostly included under the title "Simplification Series", not to be used and be withdrawn after the publication of Guidance Letter HKEX-GL86-16 on 2 February 2016?

Answer:

The following guidance letters on disclosure in listing documents, mostly included under the title "Simplification Series", have been withdrawn:

A. HKEX-GL27-12 on "Summary and Highlights" section
B. HKEX-GL54-13 on "Risk Factors" section
C. HKEX-GL48-13 on "Industry Overview" section
D. HKEX-GL49-13 on "History and Development" section
E. HKEX-GL-50-13 on "Business" section
F. HKEX-GL59-13 on "Financial Information" or "Management discussion and analysis on the historical financial information (MD&A)" section
G. HKEX-GL72-14 on "Applicable laws and Regulations" section
H. HKEX-GL62-13 on "Directors, Supervisors and Senior Management" section
I. HKEX-GL33-12 on "Use of Proceeds" section
J. HKEX-GL64-13 on Application Forms and "How to Apply for Hong Kong Offer Shares" section

Applicants which submit their listing applications after 30 April 2016 should comply with the Consolidated Guidance.

FAQ 003-2016
LR reference: Main Board Rules 2.13, 11.07 / GEM Rules 14.08(7), 17.56
Released on 2/2/2016 (Updated on 13/5/2016)