Entire Section

  • Trading and Settlement

    • Standard transfer form (17.62)

      • 17.62

        In relation to the transfer of equity securities, an issuer must adopt the standard form of transfer as prescribed by the Exchange from time to time.

    • Certification of transfers (17.63)

      • 17.63

        An issuer shall:—

        (1) certify transfers against certificates or temporary documents and return them by the seventh day after the date of receipt; and
        (2) split and return renounceable documents by the third business day after the date of receipt.

        Note: Documents of title lodged for registration of probate should be returned with minimum delay, and, if possible, on the next business day following receipt.

    • Registration services (17.64-17.67)

      • 17.64

        An issuer (or its registrar) must provide a standard securities registration service in accordance with rule 17.68. An issuer (or its registrar) may, but shall not be obliged to, provide an optional securities registration service in accordance with rule 17.69 and/or an expedited securities registration service in accordance with rule 17.70. An issuer (or its registrar) must also provide a bulk securities registration service in accordance with rule 17.71 and a certificate replacement service in accordance with rule 17.72. Subject to rule 17.65 below, the issuer shall ensure that where the issuer (or its registrar) charges a fee for registering transfers or cancelling, splitting, consolidating or issuing definitive certificates relating to the issuer's listed securities, such fee must not exceed, in total, the applicable amounts prescribed in rules 17.68 to 17.72.

      • 17.65

        An issuer shall ensure that where it (or its registrar) charges a fee for registering other documents relating to or affecting the title to the issuer's listed securities (e.g. probate, letters of administration, certificates of death or marriage, powers of attorney or other instruments or memorandum and articles of association in respect of a new corporate holder) or for marking or noting documents, such fee must not exceed HK$5 per item per register.

        Note: "Per item" shall be defined to mean each of such other documents submitted for registration.

      • 17.66

        It is the responsibility of an issuer whose registrar is in breach of any of rules 17.63 to 17.74 to report such breach to the Exchange as soon as it becomes aware of the breach and the Exchange reserves the right to communicate such information to the Commission.

      • 17.67

        Save as provided in rules 17.64 to 17.66 or rules 17.68 to 17.74, the issuer shall not and shall use all reasonable endeavour to ensure that neither its registrar nor other agents will charge holders or transferees any other fees for any dealings with them in connection with the transfer or transmission of its listed securities.

    • Issue of certificates, registration and other fees (17.68-17.74)

      • 17.68

        (1) Standard securities registration service: An issuer shall (or shall procure that its registrar shall) issue definitive certificates arising out of a registration of transfer or the cancelling, splitting, consolidating or issuing (otherwise than pursuant to rule 17.72) of certificates within:—
        (a) 10 business days of the date of expiration of any right of renunciation; or
        (b) 10 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (2) The fee for registration pursuant to the standard securities registration service shall not exceed, in total, the higher of the following:—
        (a) HK$2.50 multiplied by the number of certificates issued; or
        (b) HK$2.50 multiplied by the number of certificates cancelled.

      • 17.69

        (1) Optional securities registration service: An issuer (or its registrar) may, but shall not be obliged to, provide an optional securities registration service under which definitive certificates are required to be issued within:—
        (a) 6 business days of the date of expiration of any right of renunciation; or
        (b) 6 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (2) The fee for registration pursuant to the optional securities registration service shall not exceed, in total, the higher of the following:—
        (a) HK$3.00 multiplied by the number of certificates issued; or
        (b) HK$3.00 multiplied by the number of certificates cancelled.
        (3) If the issuer (or its registrar) fails to effect any registration within the period of 6 business days specified in rule 17.69(1), the fee for such registration shall be that determined in accordance with rule 17.68(2).

      • 17.70

        (1) Expedited securities registration service: An issuer (or its registrar) may, but shall not be obliged to, provide an expedited securities registration service under which definitive certificates are required to be issued within:—
        (a) 3 business days of the date of expiration of any right of renunciation; or
        (b) 3 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (2) The fee for registration pursuant to the expedited securities registration service shall not exceed, in total, the higher of the following:
        (a) HK$20.00 multiplied by the number of certificates issued; or
        (b) HK$20.00 multiplied by the number of certificates cancelled.
        (3) If the issuer (or its registrar) fails to effect any registration within the period of 3 business days specified in rule 17.70(1), the registration shall be performed free of charge.

      • 17.71

        (1) Bulk securities registration service: An issuer shall (or shall procure that its registrar shall) provide a bulk securities registration service, for transfers of listed securities representing 2,000 or more board lots of the issuer's listed securities where the securities are being transferred from the name of a single holder into the name of another or the same single holder. Certificates shall be issued pursuant to the bulk securities registration service within 6 business days of the receipt of properly executed transfers or other relevant documents or the relevant certificates.
        (2) The fee for registration pursuant to the bulk securities registration service shall not exceed, in total, the higher of the following:—
        (a) HK$2.00 multiplied by the number of certificates issued; or
        (b) HK$2.00 multiplied by the number of certificates cancelled.

      • 17.72

        Certificate replacement service: An issuer shall (or shall procure that its registrar shall) provide a certificate replacement service. The fee for replacing certificates:

        (1) representing securities with a market value of HK$200,000 or less (at the time the request for replacement is made) for a person named on the register shall not exceed HK$200.00, plus the costs incurred by the issuer (or its registrar) in publishing the required public notice; or
        (2) either:
        (a) representing securities with a market value of more than HK$200,000 (at the time the request for replacement is made); or
        (b) for a person not named on the register (irrespective of the market value of the securities concerned);
        shall not exceed HK$400.00, plus the costs incurred by the issuer (or its registrar) in publishing the required public notice.

      • 17.73

        For the purposes of rules 17.68 to 17.72,

        (1) the expression "business day" shall exclude Saturdays, Sundays and public holidays in Hong Kong; and
        (2) in computing any period of business days, such period shall be inclusive of the business day on which the relevant transfers, certificates or other documents were received (or, if such documents were not received on a business day, the business day next following their receipt) and of the business day on which the relevant certificates were delivered or otherwise made available.

      • 17.74

        References in rules 17.64 to 17.72 to the issuer's registrar providing a service, or to the issuer procuring that its registrar shall provide a service, shall not relieve the issuer of any obligations in respect of any acts or omissions of its registrar.

    • Registration arrangements (17.75)

      • 17.75

        In connection with rules 17.63 to 17.74 if the issuer does not maintain its own registration department, appropriate arrangements must be made with the registrars to ensure compliance with the provisions of such rules.

    • Trading limits (17.76-17.76A)

      • 17.76

        Where the market price of the securities of the issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Exchange reserves the right to require the issuer either to change the trading method or to proceed with a consolidation or splitting of its securities.

      • 17.76A

        The issuer must not undertake a subdivision or bonus issue of shares if its share price adjusted for the subdivision or bonus issue is less than HK$1 based on the lowest daily closing price of the shares during the six-month period before the announcement of the subdivision or bonus issue.

    • Change in board lot size (17.77)

      • 17.77

        In the event of any amendment to the capital structure (such as a consolidation of shares) or any amendment to the board lot size, the Exchange reserves the right to request that adequate arrangements are made to enable resulting odd lot holders either to dispose of their odd lots or to round them up to a board lot. It may be appropriate for the issuer to appoint a broker as its agent to match the sales and purchases of odd lots or for the major shareholder itself or by its agent to stand in the market to buy or sell odd lot securities. The particular circumstances of an issuer may dictate the method by which odd lot holders are to be accommodated and issuers are urged to consult the Exchange at the earliest opportunity to agree on the appropriate trading method.

    • Closure of books and record date (17.78)

      • 17.78

        (1)    An issuer must announce any closure of its transfer books or register of members in respect of securities listed in Hong Kong at least six business days before the closure for a rights issue, or 10 business days before the closure in other cases. In cases where there is an alteration of book closing dates, a further notice shall be given at least five business days before the announced closure or the new closure, whichever is earlier, unless exceptional circumstances render the giving of such notice impossible, in which case, a further notice (by way of an announcement) should be given as soon as practicable, save that no further notice need be given in the circumstances referred to in rules 17.79 to 17.80. Where the issuer decides on a record date without book closure, these requirements apply to the record date.
         
        (2)    An issuer must ensure that the last day for trading in the securities with entitlements falls at least one business day after the general meeting, if the entitlements require the approval of shareholders in the general meeting or are contingent on a transaction that is subject to the approval of shareholders in the general meeting.
         
        Notes:
         
        1.    For a rights issue, the issuer must provide at least two trading days for trading in the securities with entitlements (i.e. before the ex-date) after publication of the book closure. If trading on the Exchange is interrupted due to a typhoon, “extreme conditions” caused by a super typhoon (as defined in note 3 to rule 17.79) and/or a black rainstorm warning, the book-close date will be automatically postponed, where necessary, to provide at least two trading days (during neither of which trading is interrupted) for trading of the securities with entitlements during the notice period. In these circumstances the issuer must publish an announcement on the revised timetable.
         
        2.    For the purposes of rule 17.78(2),
         
        —    the record date (when there is no book closure) or the last registration date (when there is a book closure) must be at least three business days after the general meeting; and
         
        —    if the issuer fails to publish the result of the poll conducted in the general meeting in the manner prescribed under rule 17.47(5), it must ensure there is at least one trading day for trading in the securities with entitlements after publication of the results of the poll. The issuer must publish an announcement on any revised timetable.
         

    • Emergency share registration arrangement during a typhoon or “extreme conditions” caused by a super typhoon (17.79)

      • 17.79

        Under the T+2 settlement system, securities trade ex-entitlement (an "ex-date") for two trading days prior to the advertised date on which a listed issuer's transfer books or register of members is to be closed (the "book-close date") preceding a record date; the 2 trading days prior to the book-close date being referred to in this rule (and rule 17.80) as the first and second ex-date, respectively. A typhoon or “extreme conditions” occurring on either of the two ex-dates may affect the ability of the purchaser to effect registration in time. Accordingly, in the event of a typhoon or “extreme conditions”, the following arrangements will apply:—
         
        (1)    Where the No. 8 signal or above is hoisted or remains hoisted, or “extreme conditions” are announced or remain in force, between 9 am and 12 noon on either the first or second ex-date and is not lowered or cancelled at or before 12 noon on the relevant ex-date:—
         
        (a)    the last time for accepting shares for registration shall be deferred to the next business day during normal business hours for each ex-date affected; and
         
        (b) the book-close date shall be automatically postponed by the number of ex-dates affected;
         
        (2)    Where the No. 8 signal or above is hoisted or remains hoisted, or “extreme conditions” are announced or remain in force, between 12 noon and 3 pm on either the first or second ex-date:—
         
        (a)    the last time for accepting shares for registration shall be deferred to the next business day during normal business hours for each ex-date affected; and
         
        (b) the book-close date shall be automatically postponed by the number of ex-dates affected;
         
        (3)    Where the No. 8 signal or above is hoisted between 3 pm and 4 pm on the first ex-date, no changes will be made to the timetable for accepting shares for registration in respect of the reduced business hours on such ex-date;
         
        (4)    Where the No. 8 signal or above is hoisted, or “extreme conditions” are announced, between 3 pm and 4 pm on the second ex-date but lowered or cancelled at or before 9 am on the next business day:—
         
        (a)    the last time for accepting shares for registration shall be deferred to 12 noon on the next business day; and
         
        (b) if the original book-close date is not a business day, the book-close date shall be automatically postponed to the next business day;
         
        (5)    Where the No. 8 signal or above is hoisted, or “extreme conditions” are announced, between 3 pm and 4 pm on the second ex-date but lowered or cancelled after 9 am but at or before 12 noon on the next business day:—
         
        (a)    the last time for accepting shares for registration shall be deferred to 5 pm on the next business day; and
         
        (b) if the original book-close date is not a business day, the book-close date shall be automatically postponed to the next business day;
         
        (6)    Where the No. 8 signal or above is hoisted, or “extreme conditions” are announced, between 3 pm and 4 pm on the second ex-date but not lowered or cancelled until after 12 noon on the next business day:—
         
        (a)    the last time for accepting shares for registration shall be deferred to 12 noon on the following business day; and
         
        (b) the book-close date shall be automatically postponed to such date;
         
        (7) Where the No. 8 signal is lowered or “extreme conditions” are cancelled at or before 12 noon on the first ex-date, no changes will be made in respect of the time for accepting shares for registration or the book-close date in respect of the reduced business hours on such ex-date. On the other hand, where the No. 8 signal is lowered or “extreme conditions” are cancelled at or before 12 noon on the second ex-date, the time for accepting shares for registration shall be deferred to at least 5 pm on the same day but no change will automatically be made to the book-close date;
         
        (8) In each of the circumstances referred to in sub-paragraphs (1) to (7) above, listed issuers may alter the stated book-closure period in accordance with any delays made to the book-close date so that the book-closure period remains the same;
         
        (9) Listed issuers shall not be required to make any announcements with respect to changes made to the ex-dates or the book-close date in accordance with this rule. All investors and practitioners should be aware of these emergency share registration arrangements as any subsequent announcement given of date changes after a typhoon is not likely to assist them. On the other hand, if the deferments referred to above affect the dividend payment date or the end of the book-closure period, a listed issuer must give notice (by way of an announcement) of the new dividend payment date and any extension in the book-closure period as soon as practicable;
         
        (10) Where any of the circumstances referred to in sub-paragraphs (1) to (7) above occur on any deferred ex-dates or on a postponed book-close date, the same arrangements will apply mutatis mutandis;
         
        (11) Listed issuers are required to ensure that where a book-close date is automatically altered by virtue of these arrangements any reference to such date in a resolution, listing document, announcement or circular to shareholders will include such altered date.
         
        Notes:    1.    For clarity, the proposed arrangements have been summarised in Table 1 set out at the end of this Chapter.
         
          2. For the purposes of this rule and Table 1 set out at the end of this Chapter:—
         
        (a)    references to "normal business hours" in respect of a share registrar means at least 9 am to 4 pm; and
         
        (b)    references to a "trading day" shall have the same meaning as in the Rules of the Exchange.
         
          3. According to the “Code of Practice in Times of Typhoons and Rainstorms”, the Hong Kong Government may issue an announcement on “extreme conditions” in the event of, for example, serious disruption of public transport services, extensive flooding, major landslides or large-scale power outage after super typhoons. When “extreme conditions” are in force (i.e. the two-hour period after cancellation of typhoon warning signal no. 8), the Hong Kong Government will review the situation and further advise the public by the end of the two-hour period whether “extreme conditions” will be extended or cancelled.

    • Emergency share registration arrangements during a black rainstorm warning (17.80)

      • 17.80

        A black rainstorm warning occurring on either of the 2 ex-dates (as defined in rule 17.79) may affect the ability of the purchaser to effect registration in time. Accordingly, in the event of a black rainstorm warning, the following arrangements will apply:—

        (1) Where a black rainstorm warning is issued before 9 am and remains in effect at 12 noon:—
        (a) the last time for accepting shares for registration shall be deferred to the next business day during normal business hours for each ex-date affected; and
        (b) the book-close date shall be automatically postponed by the number of ex-dates affected;
        (2) Where a black rainstorm warning issued before 9 am is cancelled at or before 12 noon on either the first or second ex-date, the time for accepting shares for registration shall be deferred to 5 pm on the same day but no change will automatically be made to the book-close date;
        (3) Where a black rainstorm warning is issued at or after 9 am, no changes will be made in respect of the time for accepting shares for registration or the book-close date as the share registrar will open to the public as normal;
        (4) In each of the circumstances referred to sub-paragraph (1) to (3) above, listed issuers may alter the stated book-closure period in accordance with any delays made to the book-close date so that the book-closure period remains the same;
        (5) Listed issuers shall not be required to make any announcements with respect to changes made to the ex-dates or the book-close date in accordance with this rule. All investors and practitioners should be aware of these emergency share registration arrangements as any subsequent announcement given of date changes after a black rainstorm warning is not likely to assist them. On the other hand, if the deferments referred to above affect the dividend payment date or the end of the book-closure period, a listed issuer must give notice (by way of an announcement) of the new dividend payment date and any extension in the book-closure period as soon as practicable;
        (6) Where any of the circumstances referred to in sub-paragraphs (1) to (3) above occur on any deferred ex-dates or on a postponed book-close date, the same arrangements will apply mutatis mutandis;
        (7) Listed issuers are required to ensure that where a book-close date is automatically altered by virtue of these arrangements any reference to such date in a resolution, listing document, announcement or circular to shareholders will include such altered date.

        Notes:

        1 For clarity, the proposed arrangements have been summarised in Table 2 set out in the end of this Chapter.
        2 For the purposes of this rule and Table 2 set out at the end of this Chapter:—
        (a) references to "normal business hours" in respect of a share registrar means at least 9 am to 4 pm; and
        (b) references to a "trading day" shall have the same meaning as in the Rules of the Exchange.