Note to subscribers for the amendments to the rules governing the listing of securities (the "Listing Rules")
Update No. 100
21 January 2011
Various amendments to the Listing Rules
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 "Proposed Changes to Requirements for Qualified Property Acquisitions and Formation of Joint Ventures" and "Proposed Changes to the Minimum Number of Shareholders for the Market Capitalisation/Revenue Test" published on 21 January 2011.
We have amended the Listing Rules to:
Requirements for Qualified Property Acquisitions and Formation of Joint Ventures
• expand the scope of the Qualified Property Acquisition exemption to cover government land acquisitions in the Mainland through public auctions or tenders (the current exemption applies to land acquisitions in Hong Kong only). For government land acquisitions in other jurisdictions, individual waiver applications will be considered if they meet the criteria described in the new Rules;
• remove the exemption conditions that are considered to be impractical or burdensome, including (i) the restrictions on the joint venture's financing and profit distribution arrangements when the Qualified Property Acquisition is undertaken on a joint basis; and (ii) the requirements for the issuer to obtain an annual general mandate from shareholders before it engages in any Qualified Property Acquisition on a joint basis with a Qualified Connected Person;
• accelerate the disclosure of information relating to the formation of joint ventures for Qualified Property Acquisitions in the annual report to the announcement and circular published at the time of the transaction;
• exempt Qualified Property Acquisitions from the property valuation requirement; and
• exempt the formation of a joint venture from being treated as a transaction under the Rules on notifiable transactions if it is engaging in a single-purpose project of a revenue nature to the issuer and in its ordinary and usual course of business.
Minimum Number of Shareholders for the Market Capitalisation/Revenue Test
• change the minimum number of shareholders required for the Market Capitalisation/Revenue Test to 300.
Coming into effect
The amendments will come into effect on 1 February 2011.
Please click HEREHERE to to see the amendments to the requirements for Qualified Property Acquisitions and formation of joint ventures.
Please click HEREHERE to see the amendments to the minimum number of shareholders for the Market Capitalisation/Revenue Test.
For and on behalf of
The Stock Exchange of Hong Kong Limited
Mark Dickens JP
Head of Listing