The Stock Exchange proposes to amend the Listing Rules for enhancing the paperless listing regime
Introduction
In July 2021, the Stock Exchange of Hong
Kong Limited (the “Stock Exchange”)
rolled out the paperless listing regime, requiring all listing documents in a
new listing to be published solely in an electronic format and new listing
subscriptions to be made through online electronic channels only. However, there
are still a number of documents required to be submitted or disseminated in
paper form during the listing application process and after listing.
In December 2022, with a view to expanding
the paperless listing regime, the Stock Exchange published a consultation paper
(the “Consultation Paper”) proposing
the following major amendments to the Listing Rules:
1.
reducing the number of documents required
to be submitted to the Stock Exchange and mandating submission by electronic
means;
2.
mandating electronic dissemination of
corporate communications to securities holders by listed issuers after listing;
and
3.
restructuring the Appendices to the
Listing Rules.
Reducing the number of documents required to
be submitted
to the Stock Exchange and mandating
submission by electronic means
In the Consultation Paper, the Stock Exchange proposes to:
1.
remove the following types of submission documents:
a.
undertakings or confirmations to comply
with requirements that are already set out in the Listing Rules or Guidance
Materials (e.g. undertakings from compliance advisers);
b.
documents providing information that
overlaps with existing or proposed disclosure requirements for listing
documents, announcements or annual/ interim reports;
c.
copies of documents that are already
required, or proposed to be required, to be published or displayed on the Stock
Exchange’s website (e.g. listing documents, expert consent letters and expert
opinions in respect of debt or structured products);
d.
documents evidencing the accuracy of
information contained in other submissions (e.g. documents evidencing due
incorporation of an issuer);
e.
documents evidencing the due authorisation
of an issuer’s actions (e.g. various directors’ or shareholders’ resolutions of
issuers);
f.
documents evidencing the performance of
sponsor due diligence and other obligations; and
g.
documents which are otherwise no longer
required;
2.
codify undertakings, confirmations,
declarations and listing agreements;
3.
remove the directors’ undertaking form
requirements after codifying the directors’ and supervisors’ obligations into
the Listing Rules;
4.
include in the Form A1 a consolidated set
of overarching obligations to be undertaken by new applicants and sponsors;
5.
consolidate the requirement for the
personal particulars of directors or supervisor in the Personal Details Form;
6.
remove signature and certification
requirements for:
a.
Form M111;
b.
e-Form M112;
c.
e-Form M201;
d.
a certified copy of the document issued by
the China Securities Regulatory Commission or other PRC competent authority
expressly approving the PRC issuer’s listing on the Stock Exchange; and
e.
a certified copy of the
signed deposit agreement for listing of depositary receipts;
7.
mandate all submissions to be made via
electronic means unless otherwise specified in the Listing Rules or required by
the Stock Exchange; and
8.
remove any requirement for submission of
multiple copies of the same document.
To facilitate electronic submission and two-way communication between
the Listing Division and new applicants and listed issuers, the Stock Exchange
plans to establish a new online platform which enables electronic signature.
The Stock Exchange will also explore the feasibility of digitalizing
prospectus authorization and registration processes. The Stock Exchange
considers mandating issuers or their advisers to electronically submit (1)
copies of the prospectus signed by the directors or their authorized agents
with their digital signatures and (2) copies of the accompanying documents
certified as true copies with digital signatures of the issuer’s solicitors. The certificate
of authorisation and the authorized prospectus documents will then be signed or
certified by the Stock Exchange with their digital signatures so that such
documents can be electronically provided to the issuer for its onward
electronic submission to the Companies Registry for registration.
Mandating electronic dissemination of
corporate communications
to securities holders by listed issuer
after listing
The second major proposal aims to reduce post-listing dissemination of
corporate communications to securities holders in paper form. The Stock
Exchange proposes to:
1. mandate that listed issuers must
disseminate corporate communications to their securities holders electronically to the extent permitted by the laws and
regulations applicable to them and their constitutional documents;
2. remove from the Listing Rules the provisions on mandatory
arrangements a listed issuer must make to avail itself of the current consent
mechanism for disseminating corporate communications electronically; and
3.
require issuers to specify on
their website the manner in which corporate communications would be sent or otherwise made
available to the holders of their securities.
The issuers must however send corporate
communications in printed form to a securities holders upon request and
disclose on its website the relevant arrangements for holders to make hardcopy
requests.
In respect of corporate communications that seek
instructions from securities holders on how they wish to exercise their rights,
issuers must send them to securities holders individually and would not be able to
satisfy the requirements by publishing the same on their website and the Stock
Exchange’s website only.
Restructuring the
Appendices to the Listing Rules
The Stock Exchange
noted the difficulty for users to navigate the Appendices to the Listing Rules
and proposes to:
1. include
the following documents as Listing Rules but not as Appendices to the Listing
Rules:
a. forms and declarations that contain significant provisions and/or
mandatory
requirements, including Listing Application Forms, Formal
Applications, Marketing Statements and declarations by the Issuer and Sponsor;
and
b. Listing Fees, Levies and Trading Fees on New Issues and Brokerage;
2. reorganize
by theme the appendices that set out significant provisions, mandatory requirements
or fees;
3. repeal
appendices that are administrative in nature and display them separately under
“Rules and Guidance” on the Stock Exchange’s website; and
4. delete appendices which are superseded, repealed or unnecessary to
be set out in the Listing Rules.
Other
miscellaneous amendments
The Stock Exchange also proposes to remove
the requirement for physical attendance by Listing Committee or Listing Review
Committee members for satisfying the quorum requirements for those
committee meetings.
Takeaway
The Stock Exchange’s current proposal
signifies another major step for the Hong Kong listing regime to go paperless
and digitalised in line with the global trend. It is hoped that these
initiatives can improve
the efficiency of the Hong Kong listing regime and enhance the administrative
process of those potential listing applicants.
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Published by ONC Lawyers © 2023 |