In November 2017, the Stock Exchange of Hong Kong Limited (‘SEHK’) issued a consultation paper on “Proposed Changes to Documentary Requirements Relating to Listed Issuers and Other Minor Rule Amendments”.
The major amendments proposed include the removal of the use of declaration and undertaking with regard to directors and supervisors (‘DU form’) , which is currently required to be filled in by every new director (and supervisor in the case of a PRC issuer) of a listed issuer. Also, under the proposed amendments, listed issuers will no longer be required to submit solicitors’ certification and sponsors’ certification as stated in Part 3 of the DU form. Instead, new directors and supervisors of a listed issuer will only need to submit their personal information to SEHK by using a new personal details form. SEHK further proposes that listed issuers will not be required to submit (i) a declaration (Form F in Appendix 5 to the Listing Rules); and (ii) a certified copy of its board resolutions to SEHK each time the listed issuer issues new securities. Instead, the issuer would need to include, in the relevant next day disclosure return and/or monthly return, a confirmation that the issue of securities has been duly authorised by the board of directors of the issuer and all pre-conditions for the issue of new securities have been fulfilled.
Other amendments proposed by SEHK include a suggestion to codify the practices that listed issuers should announce (instead of only informing SEHK) certain matters, which include information relating to appointment of a liquidator, presentation of a winding-up petition, insufficient public floating, or listing of securities on any other stock exchanges.
The above proposed amendments aim to simplify the administrative procedures, reduce listed issuers’ compliance burden and facilitate timely submission of information to the SEHK.
The consultation was considered by Council with the assistance of the Company Law Committee of the Law Society. The Law Society considers that the proposed reduction of documentation can streamline the process and, at the same time, valuable information will be provided for investors under the relevant proposals. The proposed amendments to the Listing Rules are supported. A copy of the submissions can be found on the Law Society’s website: