Entire Section

  • 2018

    Update Number Effective Date

    (DD/MM/YY)
    Topics
    Update No. 58 01/01/19 Amendments to Corporate Governance Code and GEM Listing Rules
    Update No. 57 15/10/18 Amendments to GEM Listing Rules relating to Proposed Exemption for Aircraft Leasing Activities
    Update No. 56 01/08/18 Amendments to GEM Listing Rules relating to Delisting and Other Rule Amendments
    Update No. 55 03/07/18 Amendments to GEM Listing Rules relating to Capital Raisings by Listed Issuers

    • Update No. 58

      Note to subscribers for the amendments to the rules governing the listing of securities (the "Listing Rules")

      Update No. 58

      December 2018

      Dear Sirs,

      Amendments to the GEM Listing Rules

      We enclose reprinted pages of the Listing Rules and filing instructions. The reprinted pages incorporate amendments to implement the proposals of the "Consultation Conclusions Paper on Review of the Corporate Governance and Related Listing Rules" published on 27 July 2018.

      We have amended the Listing Rules to:

      •   strengthen the transparency and accountability of the board and/or nomination committee and election of directors, including independent non-executive directors ("INEDs");
      •   improve transparency of INEDs' relationships with issuers;
      •   enhance criteria for assessing independence of potential INED candidates;
      •   promote board diversity, including gender diversity; and
      •   require greater dividend policy transparency.

      Coming into effect

      The amendment will come into effect on 1 January 2019.

      Please click HERE to see the amendments to the GEM Listing Rules.

      Yours faithfully,
      For and on behalf of

      David Graham
      The Stock Exchange of Hong Kong Limited

      Head of Listing

    • Update No. 57

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

      Update No. 57

      August 2018

      Dear Sirs,

      Amendments to the GEM Listing Rules

      We enclose reprinted pages of the GEM Listing Rules and filing instructions. The reprinted pages incorporate amendments to implement the proposals of the "Consultation Conclusions on Proposed Exemption for Aircraft Leasing Activities" published on 17 August 2018.

      We have amended the GEM Listing Rules to exempt qualified aircraft leasing activities from the specific disclosure and/or shareholders' approval requirements normally applicable to notifiable transactions.

      Coming into effect

      The amendments will come into effect on 15 October 2018.

      Please click HEREHERE to see the amendments to the GEM Listing Rules.

      Yours faithfully,
      For and on behalf of
      The Stock Exchange of Hong Kong Limited

      David Graham
      Head of Listing

    • Update No. 56

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

      Update No. 56

      May 2018

      Dear Sirs,

      Amendments to the GEM Listing Rules

      We enclose reprinted pages of the GEM Listing Rules and filing instructions. The reprinted pages incorporate amendments to implement the proposals of the "Consultation Conclusions on Delisting and Other Rule Amendments" published on 25 May 2018.

      We have amended the GEM Listing Rules to:

      (i) add a separate delisting criterion to allow the Exchange to delist an issuer after a trading suspension of 12 continuous months; and
      (ii) provide transitional arrangements for issuers whose securities are under suspension immediately before the effective date of the amendments. The current Rules will continue to apply for issuers having been given a notice period before delisting. All other issuers will be subject to the new Rules.

      There are other Rule amendments to (i) remove a bright line trading halt requirement where a major (or above) transaction has not been announced by an issuer, in which case a trading suspension may still be required if the transaction is inside information, and (ii) expedite the process for the Exchange directing resumption of trading, with a view to keeping any trading suspension to a minimum.

      Coming into effect

      The amendments will come into effect on 1 August 2018.

      Please click HEREHERE to see the amendments to the GEM Listing Rules.

      Yours faithfully,
      For and on behalf of
      The Stock Exchange of Hong Kong Limited

      David Graham
      Chief Regulatory Officer and Head of Listing

    • Update No. 55

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

      Update No. 55

      May 2018

      Dear Sirs,

      Amendments to the GEM Listing Rules

      We enclose reprinted pages of the GEM Listing Rules and filing instructions. The reprinted pages incorporate amendments to implement the proposals of the "Consultation Conclusions on the Capital Raisings by Listed Issuers" published on 4 May 2018.

      We have amended the GEM Listing Rules to include:

      (i) Highly dilutive capital raisings:
      -   disallow rights issues, open offers and specific mandate placings, individually or when aggregated within a rolling 12-month period, that would result in a material value dilution (25% or more on a cumulative basis), unless there are exceptional circumstances e.g. the issuer is in financial difficulties;
      (ii) Rights issues and open offers:
      -   require minority shareholders' approval for all open offers, unless the new shares are to be issued under the authority of an existing general mandate;
      -   remove the connected transaction exemption currently available to connected persons acting as underwriters of rights issues or open offers;
      -   require issuers to adopt either excess application arrangements or compensatory arrangements for the disposal of unsubscribed shares in rights issues or open offers;
      -   where an issuer engages an underwriter in a rights issue or open offer, require it to be licensed under the Securities and Futures Ordinance and independent from the issuer and its connected persons, with the exception that a controlling shareholder or substantial shareholder may act as an underwriter if compensatory arrangements are made available for the unsubscribed offer shares and the connected transaction Rules are complied with;
      -   require issuers to disregard any excess applications made by the controlling shareholders and their associates in excess of the offer size minus their pro-rata entitlements;
      (iii) Placing of warrants or convertible securities under general mandate:
      -   disallow the use of general mandate for placing of warrants;
      -   restrict the use of general mandate for placing of convertible securities with an initial conversion price that is not less than the market price of the shares at the time of placing;
      (iv) There are also other Rule amendments to enhance disclosure of the use of proceeds from equity fundraisings, and to impose an additional requirement for subdivisions and bonus issues of shares to ensure an orderly market.

      Coming into effect

      The amendment will come into effect on 3 July 2018.

      Please click HEREHERE to see the amendments to the GEM Listing Rules.

      Yours faithfully,
      For and on behalf of
      The Stock Exchange of Hong Kong Limited

      David Graham
      Chief Regulatory Officer and Head of Listing