Entire Section

  • 2012

    Update Number Effective Date

    (DD/MM/YY)
    Topics
    Update No. 44 Financial year ending after 31/12/2012 The Environmental, Social and Governance Reporting Guide
    Update No. 43 01/01/2012 and 01/04/2012 The Corporate Governance Code and associated Listing Rules
    Update No. 42 01/01/2012 The Corporate Governance Code and associated Listing Rules
    01/01/2012 Property Valuation Requirements

    • Update No. 44

      Note to subscribers for the amendments to the rules governing the listing of securities on the Growth Enterprise Market (the "GEM Listing Rules")

      Update No. 44

      December 2012

      Dear Sirs,

      Minor GEM Listing Rule amendments and implementation of the Environmental, Social and Governance Reporting Guide

      We enclose reprinted pages of the GEM Listing Rules and the filing instructions. The reprinted pages incorporate minor amendments to the GEM Listing Rules and amendments to implement proposals in the Consultation Conclusions on Environmental, Social and Governance Reporting Guide published on 31 August 2012.

      We have amended the GEM Listing Rules to:

      Minor GEM Listing Rule amendments

      •  rectify clerical errors;
      •  clarify and/or update relevant definitions, terminology and references; and
      •  make plain language amendments where appropriate.

      Environmental, Social and Governance Reporting Guide

      •  incorporate the Environmental, Social and Governance Reporting Guide as a recommended practice; and
      •  encourage issuers to report on environmental and social matters.

      Coming into effect

      The minor GEM Listing Rule amendments will come into effect on 1 January 2013. The Environmental, Social and Governance Reporting Guide will apply to issuers with financial years ending after 31 December 2012.

      Please click HEREHERE to see the minor GEM Listing Rule amendments.

      Please click HEREHERE to see the amendments to the GEM Listing Rules relating to the implementation of the Environmental, Social and Governance Reporting Guide.

      Yours faithfully,

      For and on behalf of
      The Stock Exchange of Hong Kong Limited

      Mark Dickens JP
      Head of Listing

    • Update No. 43

      Note to subscribers for the amendments to the rules governing the listing of securities on the Growth Enterprise Market (the "GEM Listing Rules")

      Update No. 43

      March 2012

      Dear Sirs,

      GEM Listing Rule amendments to the Corporate Governance Code and associated Listing Rules

      We enclose reprinted pages of the GEM Listing Rules and the filing instructions. The reprinted pages incorporate amendments to implement the remaining proposals in the Consultation Conclusions on Review of the Corporate Governance Code and Associated Listing Rules published on 28 October 2011.

      We have amended the GEM Listing Rules to:

      •  require independent non-executive directors to constitute one-third of an issuer's board. Issuers must comply with this Rule by 31 December 2012;
      •  require issuers to set up a remuneration committee with specific terms of reference and the committee's chairman and a majority of the members to be independent non-executive directors;
      •  require issuers to publish the procedures for shareholders to propose a person for election as a director on their websites;
      •  require issuers to publish their constitutional documents on the Exchange's website and on their own;
      •  merge Appendix 16 ("Corporate Governance Report") with Appendix 15 ("Corporate Governance Code") and introduce new and revised Principles, Code Provisions and Recommended Best Practices; and
      •  introduce new and revised disclosure requirements for the Corporate Governance Report.

      Coming into effect

      The amendments will come into effect on 1 April 2012.

      Please click HEREHERE to see the amendments to the GEM Listing Rules relating to the corporate governance review.

      Yours faithfully,

      For and on behalf of
      The Stock Exchange of Hong Kong Limited

      Mark Dickens JP
      Head of Listing

    • Update No. 42

      • The Corporate Governance Code and associated Listing Rules

        Note to subscribers for the amendments to the rules governing the listing of securities on the Growth Enterprise Market (the "GEM Listing Rules")

        Update No. 42

        December 2011

        Dear Sirs,

        GEM Listing Rule amendments to Property Valuation Requirements and to the Review of the Corporate Governance Code

        We enclose reprinted pages of the GEM Listing Rules and the filing instructions. The reprinted pages incorporate amendments to implement proposals in the Joint Consultation Conclusions on Proposed Changes to Property Valuation Requirements published on 20 October 2011 and certain of the proposals in the Consultation Conclusions on Review of the Corporate Governance Code and Associated Listing Rules ("Corporate Governance Conclusions") published on 28 October 2011. We will publish another Update containing the remaining proposals in the Corporate Governance Conclusions in due course.

        We have amended the GEM Listing Rules to:-

        Property valuation requirements

        •  For applicants:
        •  require different valuation requirements for property activities and non-property activities;
        •  for property activities, require property valuations unless the property interest has a carrying amount below 1% of the applicant's total assets. The total carrying amount of property interests not valued must not exceed 10% of the applicant's total assets. Summary disclosure in the listing document is allowed if the market value of a property interest as determined by the valuer is less than 5% of the applicant's total property interests that are required to be valued;
        •  for non-property activities, require a property valuation only if the carrying amount of a property interest is or is above 15% of the applicant's total assets; and
        •  for mining activities, not require a separate valuation of property interests ancillary to mining activities if the mining activities and ancillary property interests have been valued as a business or an operating entity.
        •  For issuers:
        •  remove property valuation requirements for an acquisition or disposal of a company listed on the Exchange;
        •  for an acquisition or disposal of an unlisted company, not require valuations if the carrying amount of a property interest in the company being acquired or disposed of is below 1% of the issuer's total assets. The total carrying amount of property interests not valued must not exceed 10% of the issuer's total assets; and
        •  for mining activities, not require a separate valuation of property interests ancillary to mining activities if the mining activities and ancillary property interests have been valued as a business or an operating entity.

        Corporate governance review

        •  emphasise directors' duties and provide practical guidance to directors;
        •  remove the requirement for a company secretary to be ordinarily resident in Hong Kong and introduce a requirement for company secretary to undergo 15 hours' professional training in a financial year;
        •  remove the requirement for issuers to publish a Next Day Disclosure Form following the exercise of an option for shares in the issuer by a director of its subsidiaries;
        •  allow a chairman at a general meeting of shareholders to exempt certain prescribed procedural and administrative matters from a vote by poll;
        •  clarify the disclosure requirements regarding poll results;
        •  remove the 5% exemption for voting by a director on a board resolution in which he has an interest;
        •  require disclosure of information on the retirement or removal of a director or supervisor;
        •  require disclosure of information on the appointment, resignation, re-designation, retirement or removal of a chief executive;
        •  require disclosure of director's information on all civil judgments of fraud, breach of duty, or other misconduct involving dishonesty;
        •  clarify the requirement on disclosure of sanctions;
        •  introduce a new Rule requiring shareholders' approval at a general meeting of any proposal to appoint or remove an auditor before the term of his office;
        •  require the circular relating to a major transaction or a connected transaction to contain information on the competing interests of any proposed director of the issuer and his associates;
        •  require disclosure of a chief executive's emoluments by name in the issuer's financial statements; and
        •  require fuller contact details of the issuer's authorised representatives.

        Coming into effect

        The amendments will come into effect on 1 January 2012.

        Please click HEREHERE to see the amendments to the GEM Listing Rules relating to amendments to property valuation requirements.

        Please click HEREHERE to see the amendments to the GEM Listing Rules relating to the corporate governance review.

        Yours faithfully,

        For and on behalf of
        The Stock Exchange of Hong Kong Limited

        Mark Dickens JP
        Head of Listing

      • Property Valuation Requirements

        Note to subscribers for the amendments to the rules governing the listing of securities on the Growth Enterprise Market (the "GEM Listing Rules")

        Update No. 42

        December 2011

        Dear Sirs,

        GEM Listing Rule amendments to Property Valuation Requirements and to the Review of the Corporate Governance Code

        We enclose reprinted pages of the GEM Listing Rules and the filing instructions. The reprinted pages incorporate amendments to implement proposals in the Joint Consultation Conclusions on Proposed Changes to Property Valuation Requirements published on 20 October 2011 and certain of the proposals in the Consultation Conclusions on Review of the Corporate Governance Code and Associated Listing Rules ("Corporate Governance Conclusions") published on 28 October 2011. We will publish another Update containing the remaining proposals in the Corporate Governance Conclusions in due course.

        We have amended the GEM Listing Rules to:-

        Property valuation requirements

        •  For applicants:
        •  require different valuation requirements for property activities and non-property activities;
        •  for property activities, require property valuations unless the property interest has a carrying amount below 1% of the applicant's total assets. The total carrying amount of property interests not valued must not exceed 10% of the applicant's total assets. Summary disclosure in the listing document is allowed if the market value of a property interest as determined by the valuer is less than 5% of the applicant's total property interests that are required to be valued;
        •  for non-property activities, require a property valuation only if the carrying amount of a property interest is or is above 15% of the applicant's total assets; and
        •  for mining activities, not require a separate valuation of property interests ancillary to mining activities if the mining activities and ancillary property interests have been valued as a business or an operating entity.
        •  For issuers:
        •  remove property valuation requirements for an acquisition or disposal of a company listed on the Exchange;
        •  for an acquisition or disposal of an unlisted company, not require valuations if the carrying amount of a property interest in the company being acquired or disposed of is below 1% of the issuer's total assets. The total carrying amount of property interests not valued must not exceed 10% of the issuer's total assets; and
        •  for mining activities, not require a separate valuation of property interests ancillary to mining activities if the mining activities and ancillary property interests have been valued as a business or an operating entity.

        Corporate governance review

        •  emphasise directors' duties and provide practical guidance to directors;
        •  remove the requirement for a company secretary to be ordinarily resident in Hong Kong and introduce a requirement for company secretary to undergo 15 hours' professional training in a financial year;
        •  remove the requirement for issuers to publish a Next Day Disclosure Form following the exercise of an option for shares in the issuer by a director of its subsidiaries;
        •  allow a chairman at a general meeting of shareholders to exempt certain prescribed procedural and administrative matters from a vote by poll;
        •  clarify the disclosure requirements regarding poll results;
        •  remove the 5% exemption for voting by a director on a board resolution in which he has an interest;
        •  require disclosure of information on the retirement or removal of a director or supervisor;
        •  require disclosure of information on the appointment, resignation, re-designation, retirement or removal of a chief executive;
        •  require disclosure of director's information on all civil judgments of fraud, breach of duty, or other misconduct involving dishonesty;
        •  clarify the requirement on disclosure of sanctions;
        •  introduce a new Rule requiring shareholders' approval at a general meeting of any proposal to appoint or remove an auditor before the term of his office;
        •  require the circular relating to a major transaction or a connected transaction to contain information on the competing interests of any proposed director of the issuer and his associates;
        •  require disclosure of a chief executive's emoluments by name in the issuer's financial statements; and
        •  require fuller contact details of the issuer's authorised representatives.

        Coming into effect

        The amendments will come into effect on 1 January 2012.

        Please click HEREHERE to see the amendments to the GEM Listing Rules relating to amendments to property valuation requirements.

        Please click HEREHERE to see the amendments to the GEM Listing Rules relating to the corporate governance review.

        Yours faithfully,

        For and on behalf of
        The Stock Exchange of Hong Kong Limited

        Mark Dickens JP
        Head of Listing