Announcements, Circulars and Other Documents
Review of documents (13.52-13.53)
Subject to rule 13.52A, where an issuer is obliged to publish any announcements, circulars or other documents for the purposes of the Exchange Listing Rules, the documents need not be submitted to the Exchange for review before they are issued unless the documents fall within rule 13.52(1) or (2).
(1) The issuer shall submit to the Exchange drafts of the following documents for review before they are issued:
(a) listing document (including prospectus);
(b) circular relating to cancellation or withdrawal of listing of listed securities;
(c) circular relating to transaction or matter required under Chapter 14 of the Exchange Listing Rules;
(d) circular relating to connected transaction (including continuing connected transaction) required under Chapter 14A of the Exchange Listing Rules;
(e) circular to the issuer's shareholders seeking their approval of:
(i) any transaction or arrangement under rule 13.36(1) or 13.39(7);
(ii) any matter relating to share option scheme required under Chapter 17 of the Exchange Listing Rules; or
(iii) [Repealed 1 October 2013]
(iv) any warrant proposal under paragraph 4(c) of Practice Note 4 to the Exchange Listing Rules; or
(f) circulars or offer documents issued by the issuer in connection with takeovers, mergers or offers.
The issuer shall not issue such documents until the Exchange has confirmed that it has no further comments thereon.
A document should be resubmitted to the Exchange for further comment prior to issue if any material change is made to the document after the Exchange has issued the “no further comment” confirmation (other than changes made to address the comments attached to the “no further comment” confirmation). If there is any doubt as to whether or not a change is material the Exchange must be consulted as soon as possible.
(2) The following transitional provisions apply to announcements set out in this rule and shall cease to have effect on such date as the Exchange may determine and promulgate.
An issuer shall submit to the Exchange copies of drafts of the following announcements for review before they are issued:
(a) announcement for any very substantial disposal, very substantial acquisition, extreme transaction or reverse takeover under rules 14.34 and 14.35;
(b) announcement for any transaction or arrangement under rules 14.89 to 14.91; or
(c) announcement for any matter relating to a cash company under rules 14.82 and 14.83.
The issuer shall not issue such announcements until the Exchange has confirmed that it has no further comments thereon.
Notes: 1. Draft documents should be submitted in sufficient time for review and, if necessary, re-submission prior to final printing.
2. In the case of documents issued in connection with takeovers, mergers or offers covered by the Takeovers Code, the Exchange will pass its comments on the documents directly to the issuer and will at the same time provide a copy of such comments to the Commission.
3. The Exchange reserves the right to require an issuer to issue a further announcement or document and/or take other remedial action, if the original document does not comply with the requirements of the Exchange Listing Rules.
4. Where an announcement or advertisement of a new or further issue of securities contains a profit forecast, the provisions of rules 14.61 and 14.62 will apply.
5. Any listing document, circular, announcement or notice issued by a listed issuer pursuant to the Exchange Listing Rules must contain on its front cover or inside front cover, or as a heading, a prominent and legible disclaimer statement as follows:—
"Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document."
In addition to the specified requirements set out in rule 13.52, the Exchange has the right to request to review any announcements, circulars or other documents prior to publication in individual cases. In any such case, the Exchange will communicate to the issuer its direction to review the document prior to publication and the reasons for its decision. The issuer shall accordingly submit to the Exchange draft documents for review and shall not issue the document until the Exchange has confirmed that it has no further comments thereon.
An issuer proposing to publish an announcement, circular or other document pursuant to the Exchange Listing Rules shall observe the following provisions:(1) Where the subject matter of the document may involve a change in or relate to or affect arrangements regarding trading in the issuer's listed securities (including a suspension or resumption of dealings, and a cancellation or withdrawal of listing), the issuer must consult the Exchange before the document is issued. The document must not include any reference to a specific date or specific timetable in respect of such matter which has not been agreed in advance with the Exchange.(2) If the issuer wishes to:(a) ascertain whether or to what extent any provisions in the Exchange Listing Rules apply to the document, or the transaction or matter to which it relates; or(b) request a modification or dispensation with any requirements of the Exchange Listing Rules in respect of the document, or the transaction or matter to which it relates,relevant details, including the reasons and circumstances that give rise to the issues concerned, must be submitted to the Exchange in sufficient time for its determination.
The issuer hereby authorises the Exchange to file "applications" (as defined in section 2 of the Statutory Rules) and those corporate disclosure materials within the meaning of sections 7(1) and (2) of the Statutory Rules received by the Exchange with the Commission pursuant to sections 5(2) and 7(3) of the Statutory Rules respectively. Applications and relevant corporate disclosure materials shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe. The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, the issuer undertakes to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.
Forwarding of documents, circulars, etc. (13.54)
An issuer (other than authorised Collective Investment Schemes) must, upon request by the Exchange, provide the requested number of certified copies of all resolutions of the issuer including resolutions concerning any of the matters in rule 13.36, except resolutions concerning any other routine business at an annual general meeting, within 15 days after they are passed.
Circulars to holders of securities (13.55)
(1) In the event of a circular being issued to the holders of any of the issuer's securities, the issuer shall issue a copy or summary of such circular to the holders of all its other securities (not being bearer securities) unless the contents of such circular are of no material concern to such other holders.
1. Where there is a class of listed securities in bearer form, it may be sufficient to publish an announcement in accordance with rule 2.07C referring to the circular and giving an address or addresses from which copies can be obtained.
2. The Exchange may consider an application for a waiver from strict compliance with rule 13.55(1) for issuers with, or seeking, a secondary under Chapter 19C, subject to the condition that the issuer is subject to overseas laws and regulations that have a similar effect (i.e. that circulars are provided to Hong Kong shareholders) and any differences are not material to shareholder protection.
(2) All circulars sent to holders of the issuer's securities (and where an issuer's primary listing is or is to be on the Exchange, all circulars sent to holders of the issuer's securities on the Hong Kong register) must be in the English language and be accompanied by a Chinese translation. In respect of overseas members, it shall be sufficient for the issuer to mail an English language version of the circular if it contains a prominent statement in both English and Chinese to the effect that a Chinese translation of the circular is available from the issuer, on request. If the issuer's primary listing is or is to be on another stock exchange all circulars sent to holders of the issuer's securities must be in the English language or be accompanied by a certified translation.
(3) [Repealed 1 January 2009]
Corporate Communications to Non Registered Holders of Securities (13.56)
An issuer shall, as soon as practicable following a request to HKSCC and at the expense of the issuer send to any Non Registered Holder (by means permitted by the Exchange Listing Rules) copies of any corporate communications.
For the purposes of this rule, "Non Registered Holder" shall mean:—(i) such person or company whose listed securities are held in CCASS; and(ii) who has notified the issuer from time to time through HKSCC that such person or company wishes to receive corporate communications.
Increases in capital (13.57)
Where an increase in authorised capital is proposed, the directors must state in the explanatory circular or other document accompanying the notice of meeting whether they have any present intention of issuing any part of that capital.