The Stock Exchange of Hong Kong’s New Documentary Requirements Now in Effect

In February 2019, the Stock Exchange of Hong Kong (“SEHK”) adopted a number of amendments to the Listing Rules, including new requirements for directors of listed companies and supervisors of listed PRC companies to provide the SEHK with their contact information. These amendments are now in effect.

DISCLOSURE OF DIRECTORS’ AND SUPERVISORS’ CONTACT INFORMATION

Any former names and aliases of a new director or supervisor must be disclosed in the announcement of that director or supervisor’s appointment or the listing document in the case of an IPO. The same disclosure is required in listing documents for non-IPO transactions and listed issuers’ annual reports. Additionally, directors and supervisors must submit the following contact information to the SEHK: telephone numbers; mobile phone numbers; facsimile numbers (if available); e-mail addresses (if available); residential addresses; and correspondence addresses (if different from their residential addresses). The listed issuer must update the SEHK if there are any changes to the above information.

Every new director of a listed issuer and every new supervisor of a PRC listed issuer must sign and lodge a declaration and undertaking in the form prescribed in Appendix 5B, 5H or 5I to the Listing Rules. These forms have now been amended to require directors and supervisors to undertake to inform the SEHK of their contact information.

The amended Form I of Appendix F to the Listing Rules now requires supervisors to undertake that it will provide the SEHK with information and documents that it considers appropriate to protect investors or ensure the smooth operation of the market, and to co-operate in any investigation by the Listing Division and/or the Listing Committee. This aligns the obligations of supervisors with those of listed issuers and their directors.

LISTED ISSUERS’ DECLARATION AND BOARD RESOLUTIONS FOR ISSUING SECURITIES

Listed issuers are no longer required to submit a declaration (in the form of Appendix 5F) and a certified copy of their board resolutions when they issue new securities. When issuing new securities, a listed issuer now must confirm in the next day disclosure return and/or the relevant monthly return that:

  1. its board has duly authorised the issue of securities;
  2. any pre-conditions and requirements relating to the issue have been satisfied;
  3. all money due to the listed issuer in respect of the issue has been received;
  4. all pre-conditions for listing imposed by the Listing Rules under “Qualification of listing” have been fulfilled;
  5. all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
  6. all the securities of each class are in all respects identical;
  7. all documents required by the Companies (Winding up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with all other legal requirements;
  8. all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue; and
  9. completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied.

Previously, listed issuers were only required to make the first two of the above confirmations in their Appendix 5F declarations.

Listed issuers are no longer required to submit to the SEHK a copy of the trust deed/deed poll relating to debentures, loan stock, notes or bonds since this document is not reviewed by the SEHK. Where a listed issuer makes a material change to a document after the SEHK has issued the “no further comment” confirmation (other than changes made to address comments attached to that confirmation), the listed issuer must resubmit the document to the SEHK for further comment before the issue.

Solicitor, Charltons Law, Hong Kong

With a background in banking and debt capital markets in London and Hong Kong, Kim joined boutique corporate law firm, Charltons, in 2003 and focuses on Hong Kong corporate finance regulation, including IPOs, listed company regulatory compliance, SFC licensing, funds, and debt capital markets.  Her main interest is the development of Hong Kong regulation to facilitate Hong Kong’s continued growth as Asia’s premier international finance centre.  Key areas of interest currently include continued broadening of access to Hong Kong’s stock exchange, crypto assets, crowd-funding, fintech, virtual banking and green banks.