Catch Up on Our Recent Newsletters

HKEx Consults on Corporate Governance Changes for January 2025

HKEX is consulting on changes to its Corporate Governance Code and related Listing Rules to limit the number of INEDs’ concurrent directorships and tenure and increase disclosure of board dividend decisions

Hong Kong SFC Broadens Exemption for Master-Feeder ETFs

The SFC’s revised Circular on Streamlined Requirements for Eligible ETFs adopting a Master-feeder Structure allows SFC-authorised feeder ETFs to invest in actively managed overseas-listed master ETFs.

Exchange Publishes Consultation Conclusions on New Climate Disclosure Requirements Effective 1 January 2025

HKEX published the consultation conclusions on climate disclosure requirements and amendments to Listing Rules Appendix C2 applicable to HKEX-listed cos and a phased implementation of the enhanced requirements.

SFC Consults on Enhancements to Hong Kong REIT and Listed CIS Statutory Regimes

The SFC’s March Consultation Paper proposes a statutory scheme of arrangement and compulsory acquisition mechanism for REITs & extending the SFO market conduct regime to listed

HKEX Disciplinary Actions in Q1 2024

HKEX sanctioned 3 listed companies in Q1 2024 for misappropriation of company assets, misleading prospectus disclosure and breach of directors’ duties in its continued clamp down on corporate misconduct.

HKEX Listing Rule Amendments Allowing Treasury Shares Effective 11 June 2024

HKEX published Listing Rules amendments (effective 11.6.2024) allowing HKEX-listed cos to issue and hold treasury shares subject to the laws of their country of incorporation and their constitutional documents

SFC Warns Public of Allegedly Fraudulent Crypto-related Activities

FSTB Consults on Regulating OTC Virtual Asset Trading

The FSTB is proposing to introduce a new licensing regime to regulate providers of over-the-counter trading of virtual assets under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance

SFC issues guidance for tokenisation of SFC-authorised investment products and intermediaries engaging in Hong Kong tokenised securities-related activities

The SFC issued circulars providing guidance on the tokenisation of investment products and conduct-related guidance to intermediaries engaging in tokenisation of securities-related activities in Hong Kong.

FSTB Consults on Paperless Corporate Communication for Hong Kong Companies

The FSTB is proposing to introduce an implied consent mechanism and streamline the notification requirement for Hong Kong-incorporated companies disseminating corporate communications by means of their website.

HKEx Publishes Analysis of Corporate Governance Practice Disclosure of Listed Companies

HKEx published its analysis of issuers’ Corporate Governance Code compliance, particularly the requirements on corporate culture, long-serving INEDs, board diversity, and risk management and internal controls.

HKEX Introduces New Exemption to “Double Dipping” Restrictions

The new exemption allows existing shareholders and/or their close associates and cornerstone investors to subscribe for or purchase additional shares in an IPO if the size exemption conditions are met.

HKEX Postpones Proposed Implementation Date for Climate Change Disclosures

HKEX has postponed to 1 January 2025 the proposed implementation date for the mandatory and additional climate-related disclosures proposed in its April 2023 consultation paper

SFC Consults on Market Sounding Guidelines

The SFC has published a Consultation Paper proposing to introduce new Guidelines for Market Soundings aimed at clarifying the standard of conduct expected of those involved in market sounding

HK Takeovers & Share Buy-backs Codes Amended 29 September 2023

On 21 September 2023, the Hong Kong SFC published Consultation Conclusions on its proposed amendments to the Codes on Takeovers and Mergers and Share Buybacks. The amendments took effect on 29 September 2023.

HKEX Consults on Listing Rules Relating to Treasury Shares

HKEX is consulting on Listing Rule changes to enable listed issuers to hold and resell treasury shares, if allowed by the laws of their respective places of incorporation and their constitutional documents

The Hong Kong Chief Executive’s 2023 Policy Address

The Hong Kong Chief Executive delivered his second Policy Address on 25 October 2023, titled "A Vibrant Economy for a Caring Community".

Hong Kong Police Arrest Suspects in JPEX Scandal

The Hong Kong police have arrested a number of people allegedly involved in promoting the products and services of unlicensed crypto exchange, JPEX, although the parties directly involved have reportedly

HKEX Consults on GEM Listing Reforms

HKEX issues consultation paper proposing GEM listing reforms to enhance attractiveness for SMEs seeking capital for growth, while maintaining high standard of investor protection.

HKMA Publishes 2023 Fintech Promotion Roadmap for Hong Kong

HKMA issued its 2023 Fintech Promotion Roadmap with its key initiatives to boost the financial services sector’s Fintech adoption, particularly in wealth management, insurance and green investment sectors

HKEX to Expand Paperless Listing Regime from 31 December 2023

Changes to the HKEX Listing Rule will reduce the number of hard copy documents required to be submitted and circulated by listed issuers. The Listing Rule changes will take effect on 31 December 2023

HONG KONG EXTENDS INSIDER DEALING REGIME’S TERRITORIAL REACH TO COVER OFFSHORE SECURITIES & DEALING

Hong Kong will expand its insider dealing regime to cover offshore insider dealing in HK-listed securities & HK insider dealing in securities listed offshore, & their derivatives, according to the SFC

SFC Warns Unlicensed Crypto Exchanges re. Improper Conduct

The SFC has warned unlicensed virtual asset trading platforms of the potential legal & regulatory consequences of false claims to have applied for SFC-licensing, and providing prohibited services, eg staking

SFC/ HKMA New Suitability Obligations for Sophisticated Professional Investors

The SFC and HKMA published a joint circular with a streamlined approach that licensed intermediaries can adopt in complying with the suitability obligations for sophisticated professional investors

HKEX Listing Rule Changes for PRC Issuers Effective 1 August 2023

Revised HKEX Listing Rules for PRC-incorporated issuers reflect PRC regulatory changes & a new filing regime for PRC issuers & overseas-incorporated issuers with their principal operations in China

Hong Kong Needs a Vibrant SME Fundraising Board, says SFC’s Julia Leung

SFC Chief Executive Officer, Ms. Julia Leung, emphasised the need for Hong Kong to develop a sustainable small-cap stock market to meet the needs of small and medium-sized enterprises (SMEs) and investors

HKEX’s Fast Interface for New Issuance (FINI) Platform to Launch October 2023

HKEX has published the revised HKEX Listing Rules and Guidance Materials that will take effect on the October 2023 launch of its new digital FINI (Fast Interface for New Issuance) platform

Charltons Responds to HKEX Consultation on Mandatory Climate Disclosures in ESG Reports

HKEX published a Consultation Paper proposing to mandate all listed issuers to make climate-related disclosures in their annual ESG reports and introduce additional ISSB Climate Standard-based disclosures

HKMA Urges Banks to Provide Banking Services to Virtual Asset Service Providers

The HK Monetary Authority has urged banks to “support virtual asset service providers licensed and regulated by the Securities and Futures Commission on their legitimate need for bank accounts in Hong Kong”

HKEx Issues 8th Listed Issuer Regulation Newsletter

The HKEx has issued its 8th Listed Issuer Regulation Newsletter for HK listed issuers covering auditing and financial reporting, new rules on share schemes and disclosure of business valuations in transactions

Hong Kong Monetary Authority commences e-HKD Pilot Programme

The HKMA has announced the commencement of its e-HKD Pilot Programme involving 16 firms across the financial, payment and technology sectors to examine different use cases and design issues.

SFC Consults on Amending the Codes on Takeovers and Mergers and Share Buy-backs

HK’s SFC is consulting on changes to its Codes on Takeovers and Mergers and Share Buy-backs set out in its Consultation Paper on the proposed amendments to the Codes on Takeovers and Mergers and Share Buy-backs

SFC Circular on Implementing New Licensing Regime for Virtual Asset Trading Platform Operators

The SFC has issued a Circular on the implementation of its new AMLO licensing regime for centralised virtual asset trading platform operators which took effect on 1 June 2023

FSTB Consults on Company Re-domiciliation Regime for Hong Kong

The FSTB issued a public consultation on a new proposed inward re-domiciliation regime for Hong Kong under the HK Companies Ordinance detailing the conditions and application process of the proposed regime.

Hong Kong SFC Finalises Regulation of Virtual Asset Trading Platforms

The SFC has finalised the detailed regulatory requirements for SFC-licensed virtual asset trading platforms with the publication of its consultation conclusions on 23 May 2023

New Type 13 Regulated Activity to Take Effect 2 October 2024

On 24 March 2023, the SFC published its consultation conclusions on proposed amendments to introduce new Type 13 regulated activity to regulate depositaries of SFC-authorised collective investment schemes

HKEX Consults on Mandatory Climate Disclosures in ESG Reports

HKEX published a Consultation Paper proposing to mandate all listed issuers to make climate-related disclosures in their annual ESG reports and introduce additional climate-related disclosures

HKEX Publishes March 2023 Enforcement Bulletin with Focus on Disclosure

HKEX published its March 2023 Enforcement Bulletin emphasising the importance of proper disclosure by listed issuers and their directors and the consequences of providing misleading or incomplete information.

SFC Issues New Guidance for H Share Issuers

The SFC issued new guidance for H share issuers following the announcement of New PRC Regulations for overseas listings and repeal of the Special Regulations and Mandatory Provisions effective 31 March 2023

New HKEX Listing Regime for Specialist Technology Companies Launches 31 March 2023

On 31 March 2023, new Chapter 18C of the HKEX Listing Rules and and Guidance Letter HKEX- GL115-23 took effect allowing Specialist Technology Companies to list on the HKEX’s Main Board

HKEX Publishes Consultation Conclusions on New Listing Regime for Specialist Technology Companies

HKEX published a Consultation Conclusions on the new listing regime for Specialist Technology Companies on the Main Board effective 31 March 2023, with reduced market capitalization thresholds

HKEX Reports on Global Carbon Markets and the Opportunities for Hong Kong

The report concludes that by connecting international investors to China’s carbon markets, Hong Kong could play a superconnector role linking investors with carbon projects

HKEX Consults on Listing Rule Amendments for PRC Issuers

HKEX will amend its Listing Rules for PRC incorporated issuers to reflect recently announced changes to China's regulation of overseas listings by domestic companies

Hong Kong SFC Consults on Proposed Regulatory Requirements for Hong Kong’s new Virtual Asset Service Provider Regime

The SFC proposes new regulatory requirements for Hong Kong licensed VA trading platform operators and seeks feedback on whether they could offer services to retail investors, subject to additional requirements

HKEx Issues 7th Listed Issuer Regulation Newsletter

HKEx published its 7th Listed Issuer Regulation Newsletter covering amendments to the HKEx Listing Rules on share option and share award schemes and financial year-end reporting and AGMs

HK Companies Ordinance to Allow Fully Virtual & Hybrid General Meetings

Under the Companies (Amendment) Ordinance 2023, companies incorporated in Hong Kong will be able to hold fully virtual or a hybrid mode of virtual and physical general meetings

HKMA to Adopt Licensing Regime for Stablecoins in 2023/24

On 31 January 2023, the HKMA published its Consultation Conclusions on proposals to regulate payment-related stablecoins set out in its Discussion Paper on Crypto-assets and Stablecoins published a year earlier

FSTB Consults on Expanding Hong Kong Crowdfunding Regulation

All fundraising activities, online or offline, that raise funds publicly from individuals or entities of Hong Kong, or individuals or entities located in Hong Kong, would require prior approval

Hong Kong and Mainland China to Expand Stock Connect

The scope of stocks eligible for Southbound trading will be expanded to include the stocks of international companies that are primary-listed in Hong Kong and are constituents of Hang Seng Composite Indices

HKEX Consults on Expanding the Paperless Listing Regime

The HKEX has published a Consultation Paper on proposals to expand the paperless listing regime. This follows the adoption of various paperless initiatives in 2021 to improve efficiency and lower costs.

Hong Kong’s foreign source income exemption regime for passive income effective 1 January 2023

Inland Revenue (Amendment) (Taxation on Specified Foreign-sourced Income) Ordinance 2022 gazetted on 23 December 2022 which enacts a Hong Kong foreign source income exemption regime for passive income

Hong Kong Legislative Council delays the Implementation Timetable of the Hong Kong Virtual Asset Service Provider Regime and the Hong Kong Securities and Futures Commission Statement on Virtual Assets

In December 2022 the HK Legco delays the Implementation Timetable of the Hong Kong VASP Regime under the HK AML/CTF Bill 2022 and the SFC issues a statement on VA Arrangements in Hong Kong.

SFC and CSRC Hold High-Level Enforcement Cooperation Meeting

The SFC and CSRC held its 13th high-level meeting on enforcement cooperation. It included a briefing on recent enforcement outcomes and cooperation, and a consensus to further their cooperation in future.

HKEx and SFC Disciplinary Actions of October 2022

The SFC actions included an order under s214 SFO for Sound Global’s chairman to purchase shareholders’ shares and the first conviction of an individual under s382 SFO for obstructing SFC search operations.

SFC Practice Note 24: Receivers, Liquidators and Commencement of Offer Periods

The SFC issued Practice Note 24 regarding receivers, liquidators and when to commence offer period(s) based upon its observations following the SFC Takeovers Bulletin No. 52 of March 2020.

SFC Circular on Virtual Asset Futures Exchange Traded Funds

The SFC issued its Circular on Virtual Asset Futures Exchange Traded Funds setting out the requirements under which it will consider authorising Virtual Asset Futures ETFs for public offering in Hong Kong.

HKEx Issues Revised Enforcement Sanctions Statement and New Cooperation Guidance

HKEx issued a revised enforcement sanctions statement and new cooperation guidance on the factors considered in determining sanctions for breaches of the HKEx Listing Rules.

HK Government issues Policy Statement on development of Virtual Assets in Hong Kong

Hong Kong Government issues Policy Statement on the Development of Virtual Assets in Hong Kong during HK Fintech Week 2022 expressing its willingness to calibrate the Local Legal and Regulatory Regime for VA.

HKEx, SFC and HKMA Disciplinary Actions in September 2022

The HKEx, SFC and HKMA Disciplinary Actions in September 2022 involved suspensions for breaching the SFC Code of Conduct, fines for contravening the AMLO, and imposing a director unsuitability statement

HKMA’s AML Regtech Lab Series under Fintech 2025

The HKMA published its Quarterly Bulletin issue 112 which looks at encouraging Regtech under its Fintech 2025 strategy and highlights the importance of technology in improving AML/CFT controls

Court Orders Sound Global Chairman to Purchase Shares from Investors

The SFC obtained a court order for the chairman and executive director of Sound Global to purchase the shares held by other shareholders at a price to be determined by the court under Section 214 of the SFO.

HKEX Consults on New Listing Regime for Specialist Technology Companies

The HKEX has issued a consultation paper on a new listing regime for Specialist Technology Companies on the Main Board of the HKEX soliciting market feedback on its proposed amendments to the HKEX Listing Rules

HKMA Issues Position Paper on e-HKD

HKMA released a position paper entitled “e-HKD: Charting the Next Steps” outlining its next steps on the direction of the e-HKD and its policy stance on a retail Central Bank Digital Currency

SFC Issues Takeovers Bulletin No. 62

The SFC has published Takeovers Bulletin No. 62 covering recent decisions on the grant of a special waiver from the mandatory general offer obligation and the applicable offer price in case of a special deal under Rule 25

SFC circular to licensed corporations on review of online brokerage, distribution and advisory services in Hong Kong

The SFC has reported on its review of licensed corporations’ provision of online brokerage, distribution and advisory services and their compliance with Hong Kong’s regulatory requirements

HKEx, SFC & HKMA Disciplinary Actions August 2022

HKEx, SFC & HKMA Disciplinary Actions in August 2022 included censuring and imposing a prejudice to investors’ interests statement against two former directors of Ping An Securities Group, and fining Commerzbank

SFC welcomes Central Government support for the enhancement of Hong Kong’s IFC status

SFC welcomes Central Government support and the three initiatives announced by the CSRC to broaden Stock Connect and further enhance Hong Kong's position as an offshore RMB centre and a risk management centre

Hong Kong’s proposed foreign source income exemption regime for passive income

Hong Kong’s proposed foreign source income exemption regime for passive income in response to the EU’s concerns about Hong Kong’s foreign-source income exemption regime expected to take effect on 1 January 2023.

Swap Connect Development Jointly Announced by People’s Bank of China, Hong Kong Securities and Futures Commission, and Hong Kong Monetary Authority

Swap Connect Development is Jointly Announced by the PBOC, SFC, and HKMA; and is to be launched in January 2023 after completing preparations, finalising relevant rules, and obtaining regulatory approvals.

HKEx Updates on Climate Disclosure Standards

The HKEx Listing Newsletter discusses global sustainability reporting standards on climate disclosures, the relevance of low-carbon transition of Hong Kong SPACs, and recent HKEx listing developments.

HKEx Concludes on Proposed Amendments to Listing Rules Relating to Share Schemes of Listed Issuers and Housekeeping Rule Amendment

The HKEx has concluded on its proposals to amend the Listing Rules relating to Share Schemes of Listed Issuers and Housekeeping Rules. Major changes include extending Chapter 17 to govern share award schemes

HKEx and SFC Disciplinary Actions June and July 2022

HKEx and SFC Disciplinary Actions in June and July 2022 include CES Capital for failure as investment manager in Hong Kong and Lam Ki Fung for fraudulently obtaining his quarterly incentive payment in Hong Kong

Hong Kong Registration Regime for Dealers in Precious Metals and Stones to Take Effect on 1 January 2023

Any person carrying on DPMS in Hong Kong will need to be registered or cease operations in Hong Kong. The Amendment Bill contains transitional provisions for DPMS carrying on business in Hong Kong before 1 January 2023.

HKEx and SFC Disciplinary Actions in May 2022

HKEx and SFC concluded disciplinary actions in May 2022 resulting in an order for the organisers of a global Ponzi scheme to compensate HK investors and the sanctioning of listed companies and their directors

SFC Proposes Significant Amendments to SFO Enforcement Regime

The SFC has proposed significant amendments to the SFO to: allow it to seek investor compensation orders against regulated persons; narrow the ss 103(j) & (k) exemptions; & broaden the insider dealing regime

Hong Kong Licensing Regime for Virtual Asset Exchanges to Take Effect on 1 March 2023

Any person operating a VA exchange in Hong Kong will need to apply for a VASP licence or cease operations in Hong Kong. The Amendment Bill contains transitional provisions for operators of VA exchanges carrying on business in Hong Kong...

ETF Trading Under Stock Connect to Commence 4 July 2022

The HKEx releases circular on the 4 July 2022 launch of the inclusion of ETFs in the Stock Connect. The CSRC and SFC approves ETFs in Stock Connect and the initial list of eligible ETFs has been published

SFC and HKEx Disciplinary Actions in April 2022

The Hong Kong regulatory enforcement actions concluded in April 2022 included the Takeovers Executive’s public criticism of two former directors for breach of the SFC Takeovers Code’s no frustrating actions rule

ETFs to be included in Hong Kong-China Stock Connect

The CSRC and SFC announced plans to allow eligible exchange-traded funds (ETFs) by Mainland and Hong Kong exchanges in Stock Connect. Implementation of the proposed arrangements will come in about two months.

HKEx Listing Rule Amendments reflect New SFC Code of Conduct Provisions for Issuers and Intermediaries involved in Bookbuilding and Placing Activities

HKEx published an information paper on listing rule amendments complementing new SFC Code of Conduct provisions for issuers & intermediaries conducting bookbuilding and placing activities, effective 5.08.2022

SFC Releases End-To-End Test Packages and File Transfer Connectivity Guide for the Hong Kong Investor Identification Regime

SFC releases the end-to-end test packages and file transfer connectivity guide for the Hong Kong Investor Identification Regime (HKIDR), for the preparation work for the mandatory E2E test in mid-May and June 2022

HKEx and SFC Disciplinary Actions in March 2022

In March 2022, the HKEx announced the results of a disciplinary action against former directors of a Chapter 21-listed investment company and the SFC published the outcomes of 4 disciplinary actions.

First SPAC Lists on HKEX under New SPAC Listing Regime

The HKEX listed the first special purpose acquisition company (SPAC) on its Main Board on 18 March 2022 following its introduction of a listing regime for SPACs on 1 January 2022.

U.S. President Issues Executive Order on Digital Asset Regulation

On 9 March 2022, U.S. President Joseph R Biden Jr issued an Executive Order on Ensuring Responsible Development of Digital Assets initiating a comprehensive approach to cryptocurrency regulation and oversight

Recent HKEx and SFC Disciplinary Actions

Recent HKEx and SFC Disciplinary Actions in February including censures, imposing a prejudice to investors’ interests statement, fining, banning for life, and requiring training on regulatory and legal topics

SFC Enforcement Actions in January and February 2022

The SFC and HKEX brought a number of disciplinary actions against SFC-licensed intermediaries for regulatory breaches and against HKEX-listed companies for corporate misconduct in the last two months of 2021

HKEX update on timing relief for HKEX listed issuers for the publication of 2021 preliminary financial results

The HKEX published an updated FAQ on the SFC and HKEX joint statement issued on 4 February 2020 on giving timing relief to HKEX listed issuers for the publication of 2021 preliminary financial results

HKEX and SFC Disciplinary Actions in November to December 2021

The SFC and HKEX brought a number of disciplinary actions against SFC-licensed intermediaries for regulatory breaches and against HKEX-listed companies for corporate misconduct in the last two months of 2021

SFC and HKMA Issue Joint Circular on Intermediaries’ Virtual Asset-related Activities

The SFC/HKMA circular of 28th January 2022 sets out guidance for intermediaries distributing virtual asset-related products or providing virtual asset dealing or advisory services

HKMA Issues Proposals for Regulating Payment-related Stablecoins

On 12 January 2022, the HKMA published a Discussion Paper on Crypto-assets and Stablecoins seeking views on proposals to regulate various activities in payment-related stablecoins

HKEX’s New Listing Regime for Overseas Issuers Effective 1 January 2022

Revised HKEX Listing Rules took effect on 1 January 2022 simplifying the listing regime for companies incorporated outside Hong Kong and the PRC and extending opportunities for Chinese homecoming listings.

HKEX Corporate Governance Code and Listing Rule Changes Effective 1 Jan 2022

Corporate Governance Code and related Listing Rule amendments took effect on 1 January 2022, while a requirement to appoint a new INED if issuers’ INEDs have all served 9 years takes effect on 1 January 2023.

Overview of HKEX’s New SPAC Listing Regime

HKEX’s new listing regime allowing SPACs to list on the HKEX’s Main Board will take effect on 1 January 2022 under amendments to the HKEX Listing Rules, including new Chapter 18B on SPAC listings

HKEX Publishes Consultation Conclusions on Hong Kong SPACs

On 17 December 2021, the Stock Exchange of Hong Kong Limited (HKEX) published conclusions to its consultation on creating a listing regime for special purpose acquisition companies (SPACs) in Hong Kong (the HKEX SPAC Consultation Conclusions) with the relevant amendments...

SFC Releases Consultation Conclusions on the Proposed Code of Conduct on Hong Kong Bookbuilding and Placing Activities and HKEx Sponsor Coupling

On 29 October 2021, the SFC published its consultation conclusions on the proposed code of conduct on Hong Kong bookbuilding and placing activities and HKEX sponsor coupling.

Hong Kong ICAC charges 4 individuals with conspiracy to defraud over “backdoor listing” of a listed company and money laundering

The ICAC charged four individuals with conspiracy to defraud for concealing a “backdoor listing” agreement when placing convertible notes to increase Asia Resources’ share capital and money laundering

SFC’s Julia Leung Gives Update on Hong Kong Crypto Regulation

The SFC is considering whether retail investors should be given access to crypto ETFs through online brokers, and if so, whether the SFC should impose additional knowledge requirements or risk disclosures.

Hong Kong SFC Fines IPO Sponsors for Due Diligence Failures

The SFC fines two sponsors in their respective breaches of their sponsor due diligence obligations for failing to conduct adequate due diligence of third-party payments which the SFC maintained raised red flags

Charltons on behalf of 7 corporate finance firms responds to HKEX SPAC Consultation

Charltons on behalf of 7 corporate finance firms submitted responses to the HKEX consultation paper on listing SPACs in Hong Kong.

HKEX Issues Consultation Paper on SPACs

The HKEX published a consultation paper on the proposed Hong Kong SPAC listing framework, which will allow SPACS and more companies from Greater China, Southeast Asia and beyond to seek a listing on HKEX.

Singapore Exchange Introduces SPAC Listing Framework

The Singapore Exchange (SGX) announced new rules to enable Special Purpose Acquisition Companies (SPACs) to list on the Mainboard. The rules took effect on 3 September 2021.

SFC Publishes Q2 2021 Report

The SFC published its quarterly report for Q2, covering the period April to June 2021, in order to keep stakeholders and the public informed of key regulatory developments

SFC Concludes on Hong Kong Investor Identification Regime and OTC Securities Transactions Reporting Regime

The SFC published its Consultation Conclusions on proposals to introduce an investor identification regime for the Hong Kong securities market and an over-the-counter securities transactions reporting regime

FINI – HKEX’s New IPO Settlement Platform to Implement T+2 IPO Settlement Timetable

Introduction of the new mandatory IPO settlement platform ‘Fast Interface for New Issuance’ (FINI) will settle on the revised “T+2” IPO settlement process and is expected to be launched in the fourth quarter of 2022

SFC to Upgrade Competency Standards for Licensed Intermediaries and Individuals from 1 January 2022

The MRF scheme enables Hong Kong and Thai funds authorised or approved for retail distribution in their home market to be authorised or approved for retail distribution in each other’s markets.

Implementation of Hong Kong-Thailand Mutual Recognition of Funds Scheme

The MRF scheme enables Hong Kong and Thai funds authorised or approved for retail distribution in their home market to be authorised or approved for retail distribution in each other’s markets.

FSTB Concludes Consultation on Registration Regime for Dealers in Precious Metals and Stones

Registrants engaging in cash transactions at or above HK$120,000 will fall under Category B and will need to comply with the AML/CTF obligations stipulated in Schedule 2 to the AMLO

Court Rejects Judicial Review Application to Challenge HKEX Delisting

This is the latest in a line of recent High Court judicial review judgments made in favour of the HKEX which have generally endorsed its delisting procedures and the Listing Review Committee review process

HKEx Listing Rule Changes on Disciplinary Powers and Sanctions effective 3 July 2021

The SFC and HKEX have observed an increasing number of “ramp-and-dump” schemes in recent IPOs, particularly in IPOs of companies with smaller market capitalisations.

SFC and HKEX Issue Joint Statement on IPO-related Misconduct

The SFC and HKEX have observed an increasing number of “ramp-and-dump” schemes in recent IPOs, particularly in IPOs of companies with smaller market capitalisations.

HKEX to Raise Main Board Profit Requirement from 1 January 2022

The HKEX decided to adopt a smaller increase of 60% in the aggregate profit required under the Main Board’s profit test, one of three financial tests for establishing eligibility to list on HKEX’s Main Board

FSTB Concludes Consultation on Licensing Regime for Hong Kong Virtual Asset Exchanges

FSTB proposed establishing a licensing regime under the AMLO for VASPs in Hong Kong, which would require any person wishing to operate a virtual asset exchange in Hong Kong to apply for a licence from the SFC

Hong Kong Government subsidises establishment of Hong Kong open-ended fund companies and real estate investment trusts

The Hong Kong Government subsidies announced by the SFC for the establishment of Hong Kong open-ended fund companies (OFC) and the establishment and listing of Hong Kong real estate investment trusts (REITs)

HKEX Proposes Extension of its Secondary and Dual Primary Listing Regimes

The HKEX Consultation Paper proposes potentially far reaching changes to its requirements for secondary and dual primary listings of overseas companies on the Hong Kong Stock Exchange

HKEX Proposes to Revise Corporate Governance Code and Related Listing Rules

HKEX published a Consultation Paper on the Review of the Corporate Governance Code and Related Listing Rules setting out proposals aimed at enhancing directors’ independence, board diversity and ESG disclosure

HKEX Proposes Simplification of HKEX Listing Regime for Overseas Companies

This newsletter looks in detail at the HKEX’s proposals to simplify its listing requirements for companies incorporated outside Hong Kong and the PRC.

Financial Affairs Panel to Discuss Protection of Personal Information Provisions

The Panel on Financial Affairs will discuss the proposed implementation of provisions to protect directors’ personal information from public inspection which are contained in the Companies Ordinance.

SFC Publishes Quarterly Report (Q4 2020)

On 23 February 2021, the Hong Kong SFC published its quarterly report for the fourth quarter of 2020 outlining its operations for the quarter and corporate developments.

The HKEX Consultation Paper on the Listing Regime for Overseas Issuers

On 31 March 2021, the HKEX published a potentially far-reaching consultation paper to streamline the listing regime for overseas listed issuers which will also affect all HKEX listed companies.

HKEx Publishes Review of Listed Companies’ Corporate Governance Practices and Practitioner’s Insights on ESG

In December 2020, the HKEx published findings from its latest review of listed companies’ corporate governance practices and practitioners’ insights on ESG and Corporate Governance.

SFC Updates FAQs on Compliance with Suitability Obligations and Requirements for Complex Products

On 23 December 2020, the SFC published a circular to intermediaries outlining updates to the FAQs on compliance with suitability obligations and requirements for complex products.

UK Listing Review Recommendations for Reform of the LSE Listing Rules

The UK Listing Review published recommendations for reform of the Listing Rules, including allowing companies with dual class share structures to list on the premium segment, reducing free float requirements and relaxing SPAC rules.

Crypto 2021 – Looking Forward

Steering Group Announces Green and Sustainable Finance Strategy for Hong Kong

The Cross-agency Steering Group announced its Strategic Plan on 17 December 2020, outlining six key focus areas and five near-term action points to promote green finance in Hong Kong. (204 characters with space)

Hong Kong 2021/2022 Budget – Market Highlights

On 24 February 2021, the Financial Secretary delivered Hong Kong’s 2021/2022 Budget Speech outlining various measures to support and enhance Hong Kong’s position as an international finance hub.

HKEx Publishes Findings of Latest Review of Issuers’ Annual Report Disclosures

The HKEx published its latest review of issuers’ annual report disclosures, which focused on issuers’ compliance with the HKEx Listing Rules and reviewed issuers’ financial statements.

SFC Consults on Proposed Code of Conduct on Hong Kong Bookbuilding and Placing Activities and Proposal on HKEx Sponsor Coupling

The SFC published a consultation outlining proposals to introduce a Code of Conduct on Bookbuilding and Placing Activities and separately, a proposal on Sponsor Coupling

SFC consults on changes to Competency Requirements for Licensed Intermediaries and Individuals

The SFC published a consultation paper on 11 December 2020 on proposals to increase the entry requirements for licence applicants and the ongoing competency standards for individual practitioners.

Charltons Responds to HKEX Consultation on Main Board Profit Requirement on behalf of 10 sponsor firms

Charltons responded on 11 Jan 2021 to HKEX’s Consultation Paper: The Main Board Profit Requirement on behalf of a group of 10 sponsor firms opposing the proposed increase in the profit requirement for listing.

SFC Takeovers Bulletin No. 55 on Takeovers Code Breaches and Regulatory Reminders

The Takeovers Bulletin No.55 was issued in December 2020, in which SFC outlined two breaches of the mandatory general offer obligation, alerted offerors on identifying regulatory approvals and additional delisting ....

SFC Consults on Investor Identification Regime and OTC Securities Transactions Reporting Regime

The SFC published a consultation outlining proposals to introduce an investor identification regime for the HK securities market at the trading level and an OTC securities transactions reporting regime.

Hong Kong Government Announces New Social Distancing Measures

The Hong Kong Government has tightened social distancing measures until 23 December 2020 in view of the latest wave of COVID-19. Regulations under Cap.599 will also be extended until 31 March 2021.

HKEx Consults on Proposal to Increase the Main Board Profit Requirement

The HKEx published a consultation paper outlining proposals to increase the Main Board Profit Requirement to bring it in line with the Market Capitalisation Requirement.

HKEx Consults on Proposal to Streamline IPO Settlement Process

The HKEx published a concept paper outlining a proposal to streamline the IPO settlement process which would see the settlement timeline shortened to one business day from the current five business days.

SFC Consults on Climate-risk Requirements for Fund Managers

Hong Kong’s SFC published a consultation paper on the management and disclosure of climate-related risks by fund managers outlining proposed amendments to the Fund Manager Code of Conduct.

FSTB Consults on Proposed Registration Regime for Dealers in Precious Metals and Stones

Hong Kong’s FSTB published proposals for a registration regime for dealers in precious metals and stones (DPMS) in line with FATF recommendations in an effort to enhance AML/CFT regulation.

FSTB Consults on Proposed Licensing Regime for Virtual Asset Exchanges

The FSTB published a consultation paper proposing a new licensing regime for virtual asset exchanges under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance on 3 November 2020.

HKEx Publishes Consultation Conclusions on Proposal to Permit Corporate WVR Beneficiaries

HKEx published conclusions to its consultation on corporate WVR beneficiaries with plans to allow Greater China Issuers meeting certain criteria as Qualifying Corporate WVR Issuers to secondary list under Ch.19C.

Hong Kong SFC Reprimands and Fines Goldman Sachs US$350 million

Hong Kong’s SFC reprimanded and fined Goldman Sachs US$350 million for serious regulatory failures that led to the misappropriation of US$2.6 billion in connection with the 1MBD bond transactions.

HKEx Publishes Consultation Conclusions on Codification of General Waivers Relating to IPOs and Listed Issuers and Minor Rule Amendments

The HKEx published the consultation conclusions on the codification of general waivers and principles relating to IPOs and listed issuers in addition to other minor rule amendments.

SFC Consults on Changes to AML and CFT Guidelines for Licensed Corporations

On 18 September 2020, the SFC published a Consultation Paper on proposals to amend its Guideline on Anti-Money Laundering and Counter-Financing of Terrorism (for Licensed Corporations).

Changes to Hong Kong’s Open-ended Fund Companies Regime Take Effect 11 September 2020

Changes to Hong Kong’s private open-ended fund companies regime took effect on 11 September 2020 removing all investment restrictions on private OFCs and enabling Type 1 licensees to act as their custodians.

HKEx Consults on Listing Rule Amendments to Increase its Disciplinary Powers and Sanctions

HKEx is consulting on Listing Rule amendments and extending its disciplinary and sanctioning powers under Chapter 2A of the Main Board Listing Rules and Chapter 3 of the GEM Listing Rules.

Amendments to HKEx’s Listing Rules for Debt Issues to Professional Investors to Take Effect on 1 November 2020

Amendments to HKEx’s Listing Rules for debt issues only to professional investors will take effect on 1 November 2020 revising the requirements under Chapter 37 of the Main Board Rules and GEM Chapter 30.

Hong Kong Launches Hang Seng TECH Index

The Hang Seng TECH Index was launched on 27 July 2020 tracking the 30 largest HKEx-listed technology companies including Alibaba, Tencent Holdings, Xiaomi and Meituan Dianping.

HKEx Consults on Paperless Listing and Subscription and Issues New IPO Guidance

HKEx is consulting on paperless listing and subscription, online document display and reducing the documents required to be displayed for notifiable/connected transactions. HKEX-GL86-16 is also updated.

HKEx Publishes Listing Decision 126-2020 with Reasons for Listing Application Rejections

Lack of a commercial rationale for listing was the principal reason for the rejection of 17 listing applications on grounds of lack of suitability for listing under Guidance Letter HKEX-GL68-13A in 2019

Hong Kong Government Introduces Most Restrictive Social Distancing Measures Yet

The Hong Kong Government announced tightened social distancing measures on 27 July which took effect at 0.00 am on Wednesday, 29 July 2020.

New HKEx Guidance for Biotech Companies Listing under Chapter 18A

The Hong Kong Stock Exchange (HKEx) issued new and updated guidance letters in April 2020 to assist pre-revenue Biotech companies applying to list under Chapter 18A of the Main Board Listing Rules.

Hong Kong Further Tightens Social Distancing Measures Effective 15 July 2020

Tighter social distancing measures effective 15 July apply to Hong Kong catering businesses and scheduled premises until 21 July and limit group gatherings in public to 4 persons until 28 July

Hong Kong Tightens Social Distancing Measures from 11 July 2020

After a spike in locally transmitted COVID-19 cases in Hong Kong between 2 and 8 July, 2020, the HKSAR Government announced on 9 July tightened social distancing measures effective from 11 to 24 July 2020

Disciplinary Actions for Takeovers Code Breaches in June 2020

Two Takeovers Executive disciplinary decisions relating to breaches of the Hong Kong Takeovers Code were published in June 2020. They concerned breaches of Rules 22 and 31, respectively.

SFC Publicly Reprimands and Fines Guotai Junan HK$25.2 million

the SFC reprimanded and fined Guotai Junan HK$25.2 million for internal control failures and regulatory breaches related to third party fund transfers and potential wash trades

HKEx to Launch New Sustainable and Green Exchange

HKEx announced plans to launch the HKEX Sustainable and Green Exchange - STAGE – to provide a database of sustainable and green investment products available in Hong Kong

Consultation Conclusions Issued on a Paperless Securities Market for HKEx-listed Securities

Joint Consultation Conclusions on proposals for a paperless securities market for Hong Kong were published in April 2020. The proposed model for an uncertificated securities market will allow investors to hold securities in their own name and without paper documents

Hong Kong quarantine relaxed for directors of HKEx listed companies and HKEx listing applicants, certain lawyers, accountants and professionals

Hong Kong has relaxed quarantine for certain lawyers, directors of HKEx listed companies and HKEx listing applicants under the Compulsory Quarantine of Certain Persons Arriving at Hong Kong Regulation

HKSAR Government announces further easing of social distancing measures

The HKSAR Government on 16 June 2020 announced a further relaxation of the social distancing measures in Hong Kong.

SFC Disciplinary Actions in May 2020

The SFC continued its focus on disciplining licensed intermediaries for breaches of the SFC Code of Conduct and corporate misconduct by companies listed on the Hong Kong Stock Exchange in May 2020.

HKSAR Government extends social distancing to 18 June 2020 and eases immigration controls

The HKSAR Government announced on 02 June 2020 the extension of social distancing measures to 18 June 2020 and the easing of immigration controls which includes the compulsory quarantine measures

Easing of certain social distancing measures and how they apply to shareholders’ meetings

The HKSAR announced on 5 May 2020 the easing of certain social distancing measures. The latest Group Gathering Regulations (Cap. 599G) came into effect on 08 May 2020 which exempted shareholders’ meetings

SFC Guidance to Licensed Corporations on Remote Office Cybersecurity Risk Management amid COVID-19

Hong Kong’s SFC issued a circular to licensed corporations on their cybersecurity risk management obligations and the SFC Code of Conduct requirements regarding remote office arrangements.

HKEx to Implement Volatility Control Mechanism Enhancements on 11 May 2020

SFC Guidance for Authorised Funds amid the COVID-19 pandemic

The SFC has issued circulars and FAQs for SFC-licensed fund managers highlighting their regulatory obligations to ensure the fair treatment of investors particularly in applying liquidity risk management tools

SFC Publishes Guidance to Licensed Intermediaries amid COVID-19

The SFC has issued guidance to SFC-licensed brokers on how to comply with regulatory requirements, such as brokers’ order recording obligations of client orders taken outside the office.

HKEx IPO Market Q1 2020

COVID-19 has impacted the global IPO market but Hong Kong has performed reasonably in terms of deal numbers and proceeds raised. The following is an analysis of the market performance and outlook for 2020.

SFC Sets Standards for Leveraged Foreign Exchange Traders Effective 1 January 2021

Hong Kong’s SFC issued a circular and report setting out the expected regulatory standards and good industry practices for leveraged foreign exchange traders to comply with by 1 January 2021.

HKMA Announces Pre-approved Principal Payment Holiday Scheme amid COVID-19 Pandemic

The HKMA announced a scheme for banks to provide a six-month principal payment holiday to eligible corporate customers aimed at providing relief for SMEs affected by the COVID-19 outbreak.

SFC Guidance to ETF Fund Managers and Market Makers after Temporary Halt by ETF Market Maker amid COVID-19 Pandemic

The SFC issued a circular to management companies and market makers of SFC-authorised ETFs reminding ETF fund managers and market makers of their risk management obligations amid the COVID-19 outbreak.

Hong Kong Government Support for Local Enterprises & SMEs

The following provides a summary of the funding initiatives announced by the Hong Kong Government in light of COVID-19 aimed at local enterprises and SMEs severely affected.

Hong Kong Government Relief Measures in light of the COVID-19 Outbreak

This newsletter sets out the Hong Kong government’s two rounds of COVID-19 Relief Measures, intended to fund the fight against the COVID-19 Outbreak and providing subsidy to keep individuals in their jobs.

HKEx Announces Planned Launch of Master SPSA Service for Fund Managers

The HKEx announced the planned launch of Master SPSA Service for fund managers under Hong Kong China Stock Connect on 18 March 2020.

SFC Publishes Guidance to Fund Industry in view of COVID-19 Outbreak

The SFC issued its Circular to Management Companies and Trustees and Custodians of SFC-authorized funds on 27 March 2020 regarding their obligations to safeguard client interests amid COVID-19.

SFC and HKEx Joint Statement Explains how the Covid-19 Regulations Apply to Shareholders Meetings of HKEx Listed Companies

The SFC and HKEx issued a joint statement on the application of the prohibition on group gatherings to general meetings of HKEx Listed Issuers on 1 April 2020 following consultation with the HKSAR Government.

Hong Kong Employment Law in the Age of COVID-19

An analysis of Hong Kong employment law issues in current focus given the COVID-19 pandemic, including flexible working, personal data, sick leave, termination and severance and others.

SFC Extends Deadlines for Implementing Regulatory Expectations and Reminds Intermediaries of Order Recording Requirements amidst COVID-19 Pandemic

A summary of the SFC’s circular to licensed intermediaries: extended deadlines for implementation of regulatory expectations and reminder of order recording requirements under COVID-19 pandemic.

SFC Circular Reminds Intermediaries of their Obligations to Ensure Suitability and Timely Dissemination of Information to Clients

A summary of the SFC’s circular to licensed intermediaries: reminder of important obligations to ensure suitability and timely dissemination of information to clients, which has regard to the COVID-19 outbreak.

SFC Issues Guidance on Licensing Related Matters in Light of COVID-19 Pandemic

The following provides a summary of SFC guidance on licensing matters in light of the COVID-19 pandemic and resultant restrictions that may impact the fulfilment of licensing obligations.

HKEx Updates and Streamlines Guidance Materials

HKEx updated its listing guidance including guidance for mineral company listing applicants and on the IPO sponsor due diligence work and listing document disclosure required for distributorship business models

HKEx and SFC Issue Further Guidance on Results Announcements in light of COVID-19

HKEx and the SFC issued a further guidance on results announcements in a follow up to the February Joint Statement in respect of disclosure of financial information and inside information.

Hong Kong’s Limited Partnership Fund Bill to Take Effect on 31 August 2020

Hong Kong’s Limited Partnership Fund Bill was gazetted on 20 March 2020 and will allow funds to be set up as limited partnerships in Hong Kong.

HKEx Publishes Review of Issuers’ Annual Report Disclosure

In January 2020, HKEx published its Review of Issuers’ Annual Report Disclosure examining annual reports for the financial year of 2018 and making recommendations accordingly.

COVID-19 and Force Majeure: What You Should Know

COVID-19 has impacted industries across the spectrum and such disruptions have exposed parties to potential liability. Accordingly, we explore whether COVID-19 can constitute a force majeure under an agreement.

SFC and HKEx Listing Committee Recent Enforcement News

A summary of recent SFC and HKEx Listing Committee disciplinary actions in relation to breach of the Listing Rules, breach of the Code on Share Buy-backs and the lifting of UBS’ suspension to act as sponsor.

Hong Kong Monetary Authority and Bank of Thailand Report on a joint Central Bank Digital Currency research project

HKMA and Bank of Thailand published a joint CBDC research project - Project Inthanon-LionRock - to study and develop a Thai baht-Hong Kong dollar cross-border corridor network prototype for fund transfers

Hong Kong 2020/2021 Budget

Hong Kong’s financial secretary delivered the government’s budget plan, noting the tough economic environment and the implementation of counter-cyclical measures.

SFC Bulletin gives Update on SFC’s Front-loaded Regulatory Approach

SFC published its SFC Regulatory Bulletin (Issue No. 4) to provide an update on its front-loaded approach to regulating market quality and corporate misconduct

HKEx Publishes Consultation Paper on Corporate WVR Beneficiaries

HKEx published a consultation paper seeking feedback on a proposal to allow corporate entities to benefit from WVR, which at present can only be held by individuals.

Latest SFC Decisions Against SFC Licensed Corporations and Unlicensed and SFC Licensed Individuals for Compliance Failures under the Securities and Futures Ordinance

The SFC has published updates on over ten disciplinary actions and related prosecutions between mid-December 2019 and mid-February 2020 regarding compliance failures under the SFO

HKEX/SFC Guidance on Financial Results Publication amid Corona Virus Travel Restrictions

HKEx and the SFC issued guidance to listed issuers and their auditors on the requirements for financial results publication in light of travel restrictions related to the corona virus.

SFC Issues Licensing Guidance for Hong Kong Private Equity firms and Family offices

HKEx Consultation Conclusions on Review of the ESG Reporting Guide and ESG Listing Rules

SFC Publishes Consultation Paper on Amending the Regime for Open-Ended Fund Companies

SFC Survey on Integrating Environmental, Social and Governance Factors and Climate Risks in Asset Management

HKEx Consults on Amendments to the Chapter 37 Professional Debt Regime

SFC Guidance on Disclosure by HKEx-listed Companies and to Licensed Fund Managers on Dubious Private Funds

SFC Circular on Licensed Corporations’ Use of External Electronic Data Storage

HKEx Enhances Guidance for Overseas Listing Applicants

SFC Issues Regulations for Licensed Crypto Exchanges

Hong Kong SFC Issues Crypto Fund Licensing Conditions for Hong Kong Crypto Fund Managers

SFC licensing conditions for managers of funds whose stated investment objective is investing in virtual assets, or intending to invest 10% of a fund’s GAV in virtual assets

HKEx Reports on Hong Kong ETF Market as a Door to Global Investment

HKEx’s research report highlights the potential for development of Mainland-HK ETF market connectivity to boost both markets given demand from Mainland investors for greater access to globalised assets and global investors’ interest in accessing ETFs on Mainland assets.

SFC Fines HSBC for Code of Conduct Breaches

SFC fined HSBC for its internal control failure to ensure timely detection of any failure of the recording function of its telephone lines which breached Paragraph 3.9(b) of the SFC Code of Conduct.

HKEx Listing Rules: HKEx Consultation on Codifying Waivers and Principles for HKEx IPOs and Listed Issuers

The Stock Exchange of Hong Kong Limited has issued a Consultation Paper on Codification of General Waivers and Principles relating to IPOs and Listed Issuers and Minor Rule Amendments on 2 August 2019.

New Listing Rules on Backdoor Listings Effective 1 October

The Stock Exchange of Hong Kong published its Consultation Conclusions on Proposed Rule Changes Associated with Backdoor Listing, Continuing Listing Criteria and other Rule Amendments on 26 July 2019.

HKEx Report on the CES HK Biotechnology Index

Due to the increasing number of letters of concern sent in 2017-2018, SFC issued a reminder to directors on their statutory and legal duties in corporate acquisitions and disposals.

Onboarding Clients Online: Changes to SFC’s Code of Conduct Para 5.1

The remote onboarding of clients by SFC licensed intermediaries is facilitated by amendments to paragraph 5.1 of the Securities and Futures Commission’s (SFC) Code of Conduct for Persons Licensed by ...

New HKEx Listing Decision Review Structure and Appointment of First Listing Review Committee

The Stock Exchange of Hong Kong Limited has announced the names of the members of its new Listing Review Committee, the sole review body for decisions of HKEx’s independent Listing Committee as of 6 July 2019.

SFC Reminds Listed Companies of Duties on Corporate Acquisitions and Disposals

Due to the increasing number of letters of concern sent in 2017-2018, SFC issued a reminder to directors on their statutory and legal duties in corporate acquisitions and disposals.

HKEx Amends Russia Country Guide for International Companies

The Russia Country Guide has thus been amended to extend its application to Russian international companies. Russian company seeking to list in Hong Kong was only able to list depositary receipts on Hong Kong’s Main Board.

Hong Kong SFC Issues New Guidance on Selling Complex Products

The SFC issued a Circular on 13 June 2019 informing licensed and registered intermediaries of new FAQs setting out further guidance on the regulatory requirements for sales of complex products in Hong Kong.

Hong Kong SFC Requires Enhanced Disclosure for Green or ESG Retail Funds

Hong Kong SFC Imposes HK$27 mln Fine for Sponsor Due Diligence Failures

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HKEx to Suspend Listed Issuers for Audit Disclaimers and Adverse Opinions

Financial Reporting Council can Access PRC Audit Working Papers

HKIAC Approved as Arbitration Venue for Russian Deals

As a ‘PAI’, the HKIAC will be able to handle corporate disputes involving parties from Russian special administrative regions which arise from agreements to carry out activities in such regions and relate to the ownership of stocks.

SFC Imposes Record Fines for Sponsor Failures

The SFC has reprimanded and imposed record fines totalling HK$ 786.7 million on four investment banks for IPO due diligence failures in their sponsorship of applications to list on the Stock Exchange of Hong Kong.

First virtual banking licences issued in Hong Kong

A total of 33 financial service providers have applied for the virtual banking licences, among them WeLab Holdings Limited, which operates WeLend, an online lending platform in Hong Kong.

HKEx Listing Rule Amendments Take Effect on 1 March 2019

Amendments to the Listing Rules of the HKEx took effect on 1 March 2019 changing the documentary requirements for listing applicants and listed companies and making other minor housekeeping amendments.

Statement on Security Token Offerings Published by Hong Kong’s SFC

The SFC made a statement on the regulatory requirements for security token offerings and the risks of investing in virtual assets. Security tokens fall under the definition of “securities” under the SFO.

Hong Kong Consults on Paperless Securities Market

On 28 January 2019, the SFC, HKEx and the Federation of Share Registrars Limited released a joint consultation paper on a new mechanism for implementing an uncertificated securities market regime in Hong Kong.

New Licensing Forms and Mandatory Electronic Filings Required by the SFC

Starting from 11 April 2019, the SFC will require licensing applications to be made with new licensing forms, and annual returns and notifications to be submitted electronically through the SFC Online Portal.

New Listing Committee Decision Review Structure for HKEx in 2019

The Stock Exchange of Hong Kong has published its consultation conclusions on its proposed revision of the review structure for Listing Committee decisions set out in its 10 August 2018 consultation paper.

Hong Kong Tops IPO Fundraising in 2018

The HKEx was the world’s top IPO fundraising market in 2018, for the sixth time in the last ten years. Hong Kong IPOs raised HK$277,848.5 million (US$35,580 million), which is the highest amount since 2010.

SFC Publishes Consultation Conclusions on OTC Derivatives and Conduct Risks

Amendments to Hong Kong Code on Unit Trusts and Mutual Funds effective 1 January 2019

Amendments to HK’s Code on Unit Trusts and Mutual Funds took effect 1 January 2019. Retail funds authorised, or the subject of an authorisation application, at 1 January, have 12 months to comply.

Driving Private Financing for Green Industries in Hong Kong – The Catalytic Role of a Green Investment Bank

Eurocham’s Financial Services Business Council has issued a paper, “Driving Private Financing for Green Industries in Hong Kong – The Catalytic Role of a Green Investment Bank”, advocating the establishment of a green ...

HKEx Publishes Review of Corporate Governance Practices and Updates Guidance on ESG Reporting

The Stock Exchange of Hong Kong Limited (HKEx) issued its latest review of issuers’ corporate governance practices and updated its guidance material on environmental, social and governance (ESG) reporting.

GEM Listing Committee Censures L & A International Holdings

The GEM Listing Committee of the HKEx has censured L & A International Holdings Limited and five of its directors for granting share options within the black-out period, in breach of GEM Listing Rule 23.05.

CFA Allows Appeal on Insider Dealing of Asia Telemedia Shares

The Court of Final Appeal of Hong Kong has allowed the appeal of the SFC against the Market Misconduct Tribunal’s finding that two executives of Asia Telemedia Limited did not engage in insider dealing.

Trading Suspensions Proposed by HKEx for Auditor Disclaimers and Adverse Opinions

The HKEx proposes a Listing Rule to suspend trading in the securities of listed issuers that publish preliminary results announcements for which the auditor issued a disclaimer on opinion or adverse opinion.

Hong Kong Green Finance Strategic Framework Announced by SFC

The SFC is keen to develop green finance opportunities arising from Mainland China’s transitioning to a green economy and to position Hong Kong as a connector of green finance flows between the Mainland and ...

Listing Committee Review Structure under Consultation

SFC Consults on Guidelines for Securities Margin Financing

The SFC published a consultation paper on 17 August 2018, proposing more guidelines on risk management practices for securities margin financing activities. Responses must be submitted by 18 October 2018.

SFC Consults on AML and CTF Guidelines

The latest FAFT standards include expansion of requirements in relation to Politically Exposed Persons (PEPs) that address growing concerns about corruption in both local and cross-border contexts

Hong Kong Takeovers Code Amendments effective 13 July 2018

Amendments to Hong Kong’s Codes on Takeovers and Mergers and Share Buy-backs took effect on 13 July 2018 with the publication by SFC of its Consultation Conclusions on proposed amendments to the Codes.

HKEx issues Corporate Governance Code Consultation Conclusions and Guidance for Boards and Directors

In July 2018, the Hong Kong Stock Exchange published its Consultation Conclusions on the Review of the Corporate Governance Code and Related Listing Rule to enhance corporate governance standards of issuers.

CCB International Capital Limited fined $24 million for sponsor due diligence failures

CCB International Capital Limited has been reprimanded and fined $24m by the SFC for its failure to discharge its duties as a sole sponsor in the listing application of Fujian Dongya Aquatic Products Co., Ltd

New Hong Kong Stock Exchange Guidance for Listing Applicants in the Internet Technology Sector

The HKEx published a guidance letter in July 2018 setting out relaxations from the Listing Rules which it may allow for listing applicants in the internet technology sector or that have internet-based business models.

HKEx Consults on Tightened HKEx Listing Rules on Backdoor Listings and Shell Companies

HKEx published a Consultation Paper on Backdoor Listing, Continuing Listing Criteria and Other Rule Amendments containing proposals to tighten the Listing Rules on reverse takeovers and the criteria for continued listing

New Open-ended Fund Company Regime Effective 30 July 2018

The introduction of the open-ended fund company structure is aimed at encouraging more funds to domicile in Hong Kong and to boost Hong Kong's position as a full service international asset management centre.

Investor Compensation Regime Enhancements Proposed by the SFC

The SFC published a Consultation on Proposed Enhancements to the Investor Compensation Regime and Related Legislative Amendments on 27 April 2018. The SFC is hoping to finalise the proposals by mid-2018.

Hong Kong Listing Rule Changes on Delisting effective 1 August

The Listing Rule changes address concerns about prolonged trading suspensions and as detailed in the Exchange’s Consultation Conclusions on Delisting and other Rule Amendments, adopt the majority of proposals

Virtual Bank Authorisation: HKMA Issues New Guideline

The HKMA published its revised Guideline on Authorization of Virtual Banks intended to encourage virtual banking in Hong Kong. It is one of seven initiatives to move Hong Kong to a “new era of smart banking”.

Hong Kong Stock Exchange Reports on Financial Statements Review 2017

The Hong Kong Stock Exchange released its Financial Statements Review Programme Report 2017 on 1 June 2018. The report sets out key findings on compliance with accounting standards and disclosure requirements.

HKMA Circular on Credit Risk Management for Personal Lending Business

On 9 May 2018, the HKMA issued a Circular on Credit Risk Management for Personal Lending Business, allowing AIs to adopt credit risk management techniques and practices enabled by technology

Securities and Futures Professional Investor Rules Amendments

The amendments allow an individual’s share of a portfolio held in an account jointly owned by the individual with non-associates to be aggregated for the purposes of meeting the professional investor threshold

Corporate misconduct: SFC outlines its regulatory approach

The Regulatory Bulletin gives details of the SFC’s exercise of its powers under the SMLR in order to fulfil its statutory obligation of investor protection in the nine months ended 31 Match 2018.

Listing Rules on Capital Raisings by Listed Issuers Tightened by HKEx

Amended Listing Rules disallow rights issues, open offers and specific mandate placings, individually or when aggregated within a rolling 12-month period, that result in a cumulative material value dilution

SFC Outlined Market Regulation Approach and fined Citigroup

Mr. Brian Ho of the SFC outlined its approach to market regulation in a speech and the SFC reprimanded and fined Citigroup Global Markets Asia Limited HK$57 million for due diligence failures.

Hong Kong Monetary Authority to Launch Pilot Bond Grant Scheme

On 10 May 2018, HKMA issued a circular setting out details of the highly anticipated three-year Pilot Bond Grant Scheme

SFC Guidelines on Online Platforms and Advisory Services

The Guidelines will clarify how SFC-licensed and registered entities should comply in an online environment with the obligation to ensure the suitability of client recommendations and solicitations.

New Rules for Listing Biotech Companies on Hong Kong Stock Exchange

The Hong Kong Stock Exchange (the Exchange) published its Consultation Conclusions on a Listing Regime for Companies from Emerging and Innovative Sectors on 24 April 2018 (Consultation Conclusions)

Consultation Conclusions on WVR Listings

The Guidelines will clarify how SFC-licensed and registered entities should comply in an online environment with the obligation to ensure the suitability of client recommendations and solicitations.

SFC and CSRC increase daily quotas for Mainland-Hong Kong stock connect

The new daily quotas will take effect on 1 May 2018 and will increase the daily quota for each of the Shanghai-Hong Kong and Shenzhen-Hong Kong Stock Connect schemes.

Continued deficiencies in sponsor work identified by SFC

The said deficiencies were especially common for sponsor work done for GEM IPOs. Between October 2013 and December 2017, 44 listing applications were returned or rejected due to concerns raised during the vetting process.

SFC and Exchange sign addendum to MOU Governing Listing Matters

The Addendum arranges for the establishment of a new Listing Policy Panel as a centre point for discussions on listing policy with broader regulatory or market implications.

HK Stock Exchange Consults on Listings of Emerging and Innovative Companies

On 23 February 2018, the Hong Kong Stock Exchange released a Consultation Paper on a Listing Regime for Companies from Emerging and Innovative Sectors, setting out proposals to allow the listing of a broader range of companies.

SFC Fines IBHK concerning Electronic and Algorithmic Trading Systems

The SFC has reprimanded and fined Interactive Brokers Hong Kong Limited for breaches of the Code of Conduct due to deficiencies in executing market orders using electronic and algorithmic trading systems.

SFC Consults on Takeovers Code Changes

The most significant change proposed is to increase the voting approval threshold for whitewash waivers from a simple majority of independent votes to 75%.

HKEx Listing Decisions on Sufficiency of Assets/Operations for Continued Listing

HKEx published listing decisions which dealt with issuer’s sufficiency of level of operations to warrant continued listing, and listed issuer’s ability to meet the new listing requirements after spin-off.

Amendments to HKEx’s Main Board and GEM Listing Rules Take Effect on 15 February 2018

Changes to HKEx’s Main Board and GEM Listing Rules will take effect on 15 February 2018. The changes will raise listing thresholds and impose more onerous requirements for companies transferring to the Main Board from GEM.

HK Exchange to Allow Main Board Listings of Innovative Companies with Weighted Voting Rights and Pre-revenue Biotech Companies

The Hong Kong Stock Exchange published the Conclusions to the New Board Concept Paper (Conclusions) today (Friday 15 December 2017) setting out the steps to be taken to extend the Hong Kong listing regime to allow companies ...

HKEx Consults on Documentary Requirements for Listed Issuers

Consultation Paper proposes changes on the declaration and undertaking by directors and supervisors and related matters, listed issuers’ declaration and board resolutions relating to issuance of securities

HKEx Consults on Review of Corporate Governance Code

The Exchange proposes to add to CP A.5.5 a requirement to explain why the INED would be capable of devoting sufficient time to the board if he or she is holding a seventh (or more) listed company directorship.

Consultation Paper on Capital Raisings by Listed Issuers

The SEHK has published a Consultation Paper on Capital Raisings by Listed Issuers to address potential abuse in large, deeply discounted fund raisings and certain share consolidations and subdivisions.

Internet Trading Hacking Risks – New SFC Guidelines

SFC-licensed corporations and SFC-registered banking institutions engaged in internet trading are required to implement 20 baseline requirements to enhance cybersecurity resilience and mitigate hacking risks.

Extension of Profits Tax Exemption to Offshore Private Equity Funds in 2015

The Revenue (Profits Tax Exemption for Offshore Funds) Ordinance provides tax exemptions to offshore funds. The Inland Revenue (Amendment) (No. 2) Ordinance extended it to offshore private equity funds.

Updates on New Board Concept Paper

Hong Kong’s Financial Secretary has suggested that new economy companies with weighted voting rights structures may be allowed to list on the Stock Exchange, subject to the imposition of appropriate safeguards.

Court allows Judicial Review of TVB Hong Kong Takeovers Panel Ruling

On 4 October 2017, The Honourable Justice Wong in the Court of First Instance granted leave to Television Broadcasts Limited (TVB) and allowed a judicial review of the Takeovers and Mergers Panel ruling regarding a share buy-back which TVB announced...

SFC Regulatory Sandbox Launched and HKMA Announces New Era of Smart Banking

On 29 September 2017, the SFC launched the SFC Regulatory Sandbox & the HKMA also announced several initiatives that prepare Hong Kong to enter a New Era of Smart Banking, including the Enhanced Fintech Sandbox

Hong Kong Stock Exchange issues a Consultation Paper on Delisting and Other Rule Amendments

The HKEx has published a Consultation Paper on Delisting and Other Rule Amendments. It proposes improvements to the delisting framework under the Listing Rules to address prolonged suspensions of trading.

Takeovers Executive Sanctions for Breach of Mandatory General Offer Obligation

In August 2017, the SFC publicly censured and imposed a 24-month cold shoulder order against Mr Yeung Wing Yee for breaching the mandatory general offer obligation under Rule 26.1 of Takeovers Code.

Joint Consultation Conclusions on Proposed Changes to Hong Kong Listing Regulation Released

In September 2017, Hong Kong’s SFC and Stock Exchange released their Joint Consultation Conclusions on Proposed Enhancements to the Exchange’s Decision-Making and Governance Structure for Listing Regulation

Financial Resources Rules: SFC’s Consultation Conclusions and Further Consultation on Changes

The Securities and Futures Commission published consultation conclusions on the regulatory capital regime for LCs engaged in over-the-counter derivatives activities and other proposed changes to the FRR.

Charltons emphasises Hong Kong’s “super connector” role at the Belt and Road Forum in Chengdu

China’s Belt and Road initiative aims to promote infrastructure development in 69 countries, which taken together account for approximately 4.4 billion people or 65% of the world’s population.

Companies (Amendment) Bill 2017 introduces Significant Controllers Register

The Companies (Amendment) Bill 2017 (“Bill”) was published in the Gazette on 23 June 2017. Under the Bill, Hong Kong companies will be required to disclose their significant controllers (beneficial owners).

SFC Proposes Rules and Code for Open-ended Fund Companies (OFCs)

The consultation follows the approval of the Securities and Futures (Amendment) Bill 2016, which introduced the new structure to enable investment funds to be established in Hong Kong in corporate form

Issuers’ Annual Reports Disclosure Review by HKEx

In January 2017, the Hong Kong Stock Exchange released its “Review of Disclosure in Issuers’ Annual Reports to Monitor Rule Compliance”, as part of it monitoring of issuers’ compliance with the Listing Rules

TVB ruling on whitewash waiver by Takeovers Panel

On 10 May 2017, the Takeovers Panel ruled that a waiver of the general offer obligation (Whitewash Waiver) should be granted, subject to conditions, in relation to a share buy-back offer announced by TVB.

AML (Anti-Money Laundering) and Counter-Terrorist Financing Bill

Anti-Money Laundering and Counter-Terrorist Financing Ordinance will require designated non-financial businesses and professions to observe statutory customer due diligence and record-keeping requirements

BVI Beneficial Ownership Secure Search System Act 2017

BVI’s Beneficial Ownership Secure Search System Act 2017 came into force on 30 June 2017 to establish a search system facilitating the retrieval of beneficial owner information for corporate & legal entities

SFC clarifies Requirements for Asset Management Activity

The SFC issued a circular providing guidance for existing licensed corporations and individuals seeking to be licensed for Type 9 regulated activity (asset management) under the Securities and Futures Ordinance

SFC Circular on Responsible Officers and Substantial Shareholders

The SFC has issued a circular on responsible officers and substantial shareholders, stating that it is not acceptable to hire ROs in name only; they must in fact supervise the licensed corporation’s business.

Changes to the GEM Rules and Main Board Rules Proposed by the HKEx

The SEHK has published a Consultation Paper on the Review of the Growth Enterprise Market and Changes to the GEM and Main Board Listing Rules. The SEHK proposes to impose higher entry criteria for both boards.

SFC Issues Statement on Listing of Infrastructure Project Companies

The SFC issued a statement setting out factors to be considered when reviewing the proposed listing of infrastructure project companies in Hong Kong in order to maintain the overall quality of the market.

HKEx Consults on Proposed New Board for New Economy Companies

The HKEx published its New Board Concept Paper setting out proposals for the establishment of a New Board, separate from the Main Board and the GEM, to open Hong Kong’s capital markets to New Economy Companies.

Mainland-Hong Kong Bond Market Connect to be Established

The People’s Bank of China and the Hong Kong Monetary Authority made a joint announcement approving the establishment of mutual access between the Hong Kong bond market and Mainland China's bond market.

SFC Elaborates on the Liabilities of Directors and Senior Executives of Listed Companies and Senior Management Accountability

In its newsletter, Enforcement Reporter, the SFC discussed director and senior executive liabilities and senior management accountability in listed companies, particularly in relation to fraud and misfeasance.

SFC Authorisation for Leveraged and Inverse Products

The Supplemental Circular on Leveraged and Inverse Products dated 23 December 2016 details the requirements under which the SFC would consider authorising leveraged and inverse products for public offering.

Backdoor Licensing, Managers-In-Charge of Core Functions and the Legal Liabilities of Senior Management

Those who pay for an existing licensed corporation as a "backdoor licence" may not avoid the responsibilities and liabilities. Anyone involved in the management of licensed corporations is liable for breaches.

SFC Publishes Statement on Recent GEM Listing Applications and the Requirement for an Open Market

The SFC has Published a Statement on Recent Applications to List on GEM by way of Placing and Reminds Listing Applicants, Placing Agents and Sponsors of the Requirement for an Open Market

SFC Publishes Consultation on Amendments to the Professional Investor Rules

SFC Publishes Consultation on Amendments to the Professional Investor Rules expanding the definition of Corporate Professional Investors and the Rules’ evidential requirements

Private: European Chamber of Commerce Paper on Hong Kong Fintech

European Chamber of Commerce Publishes Position Paper on Hong Kong Fintech including Key Recommendations on Fintech Development and Encouraging Collaboration Between the European Commission and HK Government

SFC and HKEX Impose New Requirements for Listing Applicants, Sponsors, Underwriters and Placing Agents of GEM IPOs

SFC and Exchange Joint Statement and SFC Guideline Imposes New Obligations on Listing Applicants, Sponsors, Underwriters and Placing Agents of GEM IPOs to Address Price Volatility Concerns

Hong Kong is World’s Top IPO Fundraising Market in 2016 while Listed Debt Turnover Rises 126 percent on 2015

Hong Kong was the world’s largest IPO market in 2016 raising US$25.1 billion in 120 IPOs. Listed debt turnover surged 126% compared to 2015 despite only a small increase in the number of debt issues

SFC Issues New Guidance on Licensed Intermediaries’ Suitability Obligations

SFC Issues New Guidance on compliance with licensed intermediaries’ obligation to ensure the suitability of investment products for clients

New SFC Measures to Increase the Accountability of Licensed Corporations’ Senior Management

SFC Circular Introduces New Measures to Increase the Accountability of Licensed Corporations’ Senior Management and Imposes New Reporting Requirements

SFC Consults on Proposals to Tighten Regulation of Fund Managers and Point-of-sale Disclosure

SFC Consultation Paper Proposes Tightening Regulation of Hong Kong Fund Managers and Increasing their Point-of-Sale Disclosure Obligations – comments should be submitted by 17.02.2017

HKEX Issues Guidance on “Ownership and Control” Requirement for Listing Applicants and Issues Relevant to Controlling Shareholders (HKEx-GL89-16)

New HKEx Guidance Letter GL89-16 clarifies its “controlling shareholder” definition in light of the “ownership continuity and control” requirement and controlling shareholders’ post-listing obligations.

Rights Issues and Open Offers that Significantly Dilute Minority Shareholding Interests Face Closer SFC and HKEx Scrutiny

The Securities and Futures Commission and the Stock Exchange of Hong Kong have said they will pay closer attention to rights issues and open offers that significantly dilute minority interests.

Shenzhen-Hong Kong Stock Connect to Launch on 5 December 2016

Shenzhen-Hong Kong Stock Connect (Shenzhen Connect) launches on Monday, 5 December 2016. Modelled on the Shanghai-Hong Kong Stock Connect scheme (Shanghai Connect) that has been in place since November 2014, ...

HKEX/SFC Joint Consultation: Proposed Enhancements to the Stock Exchange of Hong Kong Limited’s Decision-making and Governance Structure for Listing Regulation

The consultation period for the Joint Consultation Paper published by the Hong Kong Securities and Futures Commission and the Stock Exchange of Hong Kong Limited closed on Friday, 18 November.

SFC Reprimands and Fines HSBC HK$2.5 Million Over Regulatory Breaches

SFC Reprimands and Fines HSBC HK$2.5 Million for Breaches of Reportable Position Limit for HSCEI Futures and Options and Inadequate Measures to Ensure Compliance

Shenzhen-Hong Kong Stock Connect Gets Green Light

The China Securities Regulatory Commission and the Securities and Futures Commission published a joint announcement approving, in principle, the establishment of the Shenzhen-Hong Kong Stock Connect scheme.

SFC Publishes 2015 Fund Management Activities Survey

The Securities and Futures Commission has published its Fund Management Activities Survey for 2015. This annual survey covers licensed corporations, registered institutions and insurance companies in Hong Kong.

Hong Kong And Russia Double Taxation Agreement Comes Into Force

The Russia - Hong Kong agreement for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income signed on 18 January 2016 came into force on 29th of July 2016.

SFC CEO Mr. Ashley Alder’s Remarks at Hedge Fund Standards Board Institutional Investor Roundtable

CEO of the Securities and Futures Commission and chairman of the International Organization of Securities Commissions Ashley Alder addressed the Hedge Fund Standards Board Institutional Investors Roundtable.

Latest Guidance on Pooled Property Arrangements and Crowdfunding Property Investments

SFC guidance on collective investment schemes involving real property.

SFC Takeovers Bulletin No. 37 on Takeovers Code Breaches and Regulatory Reminders

The SFC took a number of disciplinary actions this quarter against companies such as Alibaba Group Holdings, China New Way Investment, Bank of America, National Association and Merrill Lynch International.

Joint Consultation Paper Issued on Proposed Changes to Hong Kong Listing Regulation

The Securities and Futures Commission and the HK Stock Exchange have issued a joint consultation paper on proposed changes to the decision-making and governance structure of listing regulation.

HKEx Publishes Guidance for Offshore Retail Funds Applying to List in Hong Kong

The Hong Kong Stock Exchange (the Exchange or SEHK) updated its Guidance Letter GL79-14 to add guidance for offshore funds applying to list under Chapter 20 of the Hong Kong Listing Rules.

Hong Kong Stock Exchange Publishes New Guidance on IPO Vetting and Suitability for Listing

HKEx publishes Guidance Letter HKEx-GL68-13A on IPO vetting and suitability for listing. It focuses on "shell" companies and sponsors' need to be aware of all material issues relevant to an applicant's suitability for listing.

Memorandum of Understanding Entered into between Hong Kong International Arbitration Centre and the Russian Arbitration Association

Memorandum Of Understanding Entered Into Between Hong Kong International Arbitration Centre And The Russian Arbitration Association

Hong Kong’s Takeovers Panel Rules that Alibaba Breached Takeovers Code due to “Special Deal”

The Securities and Futures Commission’s Takeovers Panel has ruled that Alibaba Group Holding Limited breached the Takeovers Code due to “Special Deal”.

China’s NDRC to Simplify Outbound Investment Rules

China’s NDRC to Simplify Outbound Investment Rules as Chinese companies continue to invest heavily overseas

Hong Kong Stock Exchange Publishes Guidance Letter on Bonus Issues of Shares

Hong Kong Stock Exchange Publishes Guidance on Large Scale Bonus Issues

HKEx Publishes Listing Decisions on Reasons for Rejection and Return of New Listing Applications

The Hong Kong Stock Exchange has Published its Reasons for Rejection and Return of Listing Applications in 2015

Insider Dealing in Securities Listed Offshore: High Court Interprets Section 300 SFO in Landmark Case

The Hong Kong High Court has interpreted s300 SFO to over insider dealing in securities listed overseas in landmark case

SFAT Reprimands and Fines Moody’s HK$11 million over Red Flags Report on Chinese Companies

Hong Kong SFAT Reprimands and Fines Moody’s HK$11 million over Red Flags Report on Chinese Companies

Hong Kong Stock Exchange Publishes Guidance Letter for Issuers Subject to Rumours or Market Commentaries

The Hong Kong Stock Exchange has published guidance for listed companies on handling allegations of fraud or material accounting or governance irregularities

SFC Commences Market Misconduct Proceedings for Alleged Breaches of Inside Information Disclosure Requirements

The SFC has started market misconduct proceedings against two listed companies and their senior executives for alleged breaches of inside information disclosure requirements.

SFC Publishes Consultation Conclusions on Principles of Responsible Ownership

Hong Kong’s SFC has issued Principles of Responsible Ownership for Asset Managers and Institutional Investors Holding Shares in Hong Kong Listed Companies

New Open-Ended Fund Company Structure for Hong Kong Funds to be Introduced Under the Securities and Futures (Amendment) Bill 2016

A new open-ended fund company structure for Hong Kong funds will be introduced under the Securities and Futures (Amendment) Bill 2016

Amendments to the Hong Kong Professional Investor Regime Take Effect on 25 March 2016

Amendments to Hong Kong’s Professional Investor Regime Take Effect on 25 March 2016. Changes to the SFC’s Code of Conduct will increase protection for Individual and Corporate Professional Investors

Hong Kong SFC Publishes Circular on Requirements for Authorisation of Leveraged and Inverse Products Structured as ETFs

The Hong Kong SFC has published a circular setting out the requirements for SFC authorisation of Leveraged and Inverse Products structured as Exchange Traded Funds for public offering.

SFC Concludes on Expanding Scope of Short Position Reporting

Hong Kong’s SFC has Published Revised Short Position Reporting Rules Extending the Scope of the Short Position Reporting Requirement

HKMA and SFC Publish Draft Rules Introducing Mandatory Clearing and Expanding Mandatory Reporting for OTC Derivatives

Hong Kong’s regulators have published drafts of the new rules introducing mandatory clearing, and expanding the mandatory reporting obligations, for OTC derivatives

The Contracts (Rights of Third Parties) Ordinance – the Impact on Hong Kong Contracts

Third parties to a contract now have a right to enforce contractual terms in certain circumstances under the Contracts (Rights of Third Parties) Ordinance which came into force on 1 January 2016

Hong Kong Stock Exchange Publishes Listing Document Simplification Guide

The Hong Kong Stock Exchange has published a Listing Document Simplification Guide to encourage clearer, more succinct listing documents

New Report Sets Out Proposals to Boost Hong Kong as a Fund Distribution Centre

Financial Services Development Council’s report sets out proposals for Hong Kong to become the leading fund distribution centre in the Asia Pacific Region in the medium term, and globally in the longer term

Hong Kong Stock Exchange Strategic Plan 2016-2018

On 21 January 2016, the Hong Kong Stock Exchange announced its Strategic Plan 2016-2018. The plan focuses on Hong Kong as the gateway connecting China with the rest of the world

Hong Kong And Russia Sign Double Taxation Agreement

Hong Kong and Russia signed an agreement for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income on 18 January 2016.

Comply or Explain ESG Reporting for Hong Kong Listed Companies for Financial Years Starting from 1 January 2016

Comply or Explain ESG Reporting for Hong Kong Listed Companies for Financial Years Starting from 1 January 2016

HKEx Paves the Way for Russian Companies to List in Hong Kong

HKEx has recognised Russia as an acceptable jurisdiction of incorporation for listing applicants and has issued a Country Guide setting out how Russian companies can meet key shareholder protection standards

SFC Consults on Changes to the Guidelines for Regulation of Automated Trading Services

The SFC is consulting on changes to the Guidelines for Regulation of Automated Trading Services

SFC Consults on Expanding the Scope of Short Position Reporting

SFC Consults on Expanding Short Position Reporting Requirement.

HKEx Targets Backdoor Listings in Application of Cash Company Rules to Large Scale Fundraisings

HKEx Targets Backdoor Listings in Application of Cash Company Rules to Large Scale Fundraisings

Suitability Requirement to Become Mandatory Provision of Client Agreements Under SFC Code Amendments

Suitability Requirement to Become Mandatory Provision of Hong Kong Client Agreements under SFC Code Amendments

HKEx Provides Further Guidance on Significant Distributions of Unlisted Assets by Listed Issuers

Exchange Provides Further Guidance on Issuers’ Significant Distributions of Unlisted Assets

HKEx Approves India as Acceptable Jurisdiction of Incorporation for Listing Applicants

HKEx Approves India as Acceptable Jurisdiction of Incorporation for Listing Applicants

Hong Kong Law Reform Commission Consults on Third Party Funding for Arbitration

Law Reform Proposed to Allow Third Party Funding for Hong Kong Arbitration

Exchange Publishes Guidance on Continuing Obligations of Issuers and Guarantors of Listed Debt Securities

New Exchange Guidance on Continuing Obligations of Issuers and Guarantors of Listed Debt Securities

Takeovers Panel Upholds Executive’s Decision that No Mandatory General Offer Obligation Arose for China Oriental

Takeovers Panel Upholds Waiver of Mandatory Offer Obligation for China Oriental

HKEx Proposes “London-Hong Kong Connect” to Link Commodities Markets

HKEx Proposes “London-Hong Kong Connect” to Link Commodities Market

SFC launches Pilot Initiatives to Enhance Fund Authorisation Process

SFC Launches Pilot Initiatives to Fast Track Fund Authorisation Process

Hong Kong Drops Weighted Voting Rights

Hong Kong Stock Exchange Drops Weighted Voting Rights Proposals following SFC Objections ...

Hong Kong Stock Exchange Publishes Consultation Conclusions on Volatility Control Mechanism and Closing Auction Session

HKEx Publishes Consultation Conclusions on Volatility Control Mechanism and Closing Auction Session

HKEx Consults on Introduction of “Comply or Explain” Environmental, Social and Governance Reporting

Hong Kong Stock Exchange proposes introduction of “comply or explain” ESG reporting ...

Exchange Publishes Guidance on Mixed Media Offers

The Stock Exchange of Hong Kong Limited has published guidance letter HKEx-GL81-151 to encourage listing applicants to consider using a Mixed Media Offer (MMO) for their listing on the Hong Kong Stock Exchange.

Ernst & Young Discontinues Appeal over Producing Chinese Audit Working Papers to SFC

Ernst & Young (EY) has discontinued its appeal against the May 2014 order of Hong Kong's Court of First Instance requiring it to hand over to the Securities and Futures Commission (the SFC) audit working papers...

SFC Fines Licensed Entity HK$4.5 million for Delay in Reporting Trader’s Misconduct

The Hong Kong Securities and Futures Commission (the SFC) has reprimanded and fined Nomura International (Hong Kong) Limited (Nomura Hong Kong) HK$4.5 million for failing to immediately report misconduct...

SFC Brings First Action for Breach of Listed Companies’ Obligation to Disclose Inside Information under Part XIVA Securities and Futures Ordinance

The Securities and Futures Commission (SFC) has started proceedings for the first time for breach of listed companies' obligation to announce inside information as soon as reasonably practicable under Part...

Hong Kong Accountants’ Exemption from Restrictions on Foreign Accountants Auditing Chinese Companies Listing Offshore

Hong Kong, Macau and Taiwanese audit firms have been exempted from new rules which prevent foreign auditors from auditing Mainland Chinese companies unless they team up with a Mainland Chinese accounting firm.

Exchange Publishes Guidance on Issue of Convertible Securities by Listed Issuers

The Stock Exchange of Hong Kong Limited (the Exchange) has published guidance letter HKEx-GL80-151 (the Guidance Letter) providing guidance on the Listing Rules' requirements for issues of convertible securities...

Mainland-Hong Kong Mutual Recognition of Funds Initiative to Launch on 1 July 2015

The much anticipated Mainland-Hong Kong Mutual Recognition of Funds Initiative (MRF) will be launched on 1 July 2015 with a total investment quota of RMB 600 billion following a Joint Announcement made by ...

SFC Publishes Update on Intermediaries’ KYC and Account Opening Obligations

The Hong Kong Securities and Futures Commission (SFC) has published a circular1 reminding intermediaries of the requirements in relation to Know-Your-Client (KYC) and account opening procedures...

Hong Kong Listing Rule Amendments to Reflect New Financial Information Disclosure and Other Requirements

The Hong Kong Stock Exchange (the Exchange) has published its Consultation Conclusions1 on amendments to the Listing Rules to reflect changes in the requirements for disclosure of financial information...

Hong Kong Stock Exchange 2015 Listing Decisions: Regulatory Breaches Impact Cash Flow Calculation and Controlling Shareholders’ Post-IPO Lock-up Explained

The Hong Kong Exchanges and Clearing Limited (the Exchange) has published two listing decisions in 2015: Listing Decision HKEx-LD85-20151 which applied the Listing Rules' 12-month lock-up restriction on ...

New SFC Guidance on Inside Information and Listing Document Disclosure and Appropriateness of IPO Incentive Schemes

The Securities and Futures Commission's (the SFC's) latest Corporate Regulation Newsletter (Issue No. 2 of April 2015)1 includes guidance on: Aspects of listed companies' obligation to disclose inside ...

China Adds 3 New FTZs and Introduces New National Security Review Procedures for Foreign Investments in FTZs

Having experimented with the Shanghai Free Trade Zone (SFTZ) for more than a year, in December 2014, China's Premier Li Keqiang approved three new Free Trade Zones (FTZs) in Guangdong, Fujian and Tianjin...

Court of Final Appeal Ruling: Pacific Sun Advisors and its Director Acquitted of SFO Offence re. Unauthorised Issue of Fund Advertisements

On 20 March, 2015, the Hong Kong Court of Final Appeal (the CFA) ruled1 in favour of Pacific Sun Advisors Limited (Pacific Sun) and its director and CEO, Mr. Andrew Mantel. The CFA affirmed the Magistrates' ...

New Pre-Trade Checking Model for Trading A Shares under Shanghai-Hong Kong Stock Connect

Rule changes to allow fund managers holding A shares through special accounts to settle A share trades after execution will come into effect on 30 March 2015. The move comes in response to complaints about...

Hong Kong Stock Exchange to Issue Conclusions on Weighted Voting Rights

The Hong Kong Stock Exchange Limited (Exchange) will issue its conclusions on its August 2014 Concept Paper on Weighted Voting Rights (see archive) (Concept Paper) in due course, according to Mr. Ashley...

Hong Kong Profits Tax Exemption to be Extended to Offshore Private Equity Funds 2015

A Briefing Paper1 proposing to extend the current profits tax exemption for offshore funds to offshore private equity (PE) funds was tabled before the Legislative Council Panel on Financial Affairs by ...

HKEx Consults on Volatility Control Mechanism and Closing Auction Session 2015

The Hong Kong Stock Exchange (the Exchange) is consulting on proposals to introduce a Volatility Control Mechanism (VCM) in the securities and derivatives markets and to re-introduce a closing auction session...

SFC Bans Ping An Former CEO for 1 Year over Internal Control Failures 2015

The Hong Kong Securities and Futures Commission (SFC) has banned the former chief executive officer of Ping An of China Securities (Hong Kong) Company Limited (Ping An), Mr. He Zhi Hua (He), for twelve months...

Short Selling of A Shares via Shanghai-Hong Kong Stock Connect Starts Monday, 2 March

The Hong Kong Stock Exchange (the Exchange) has announced that short selling of certain Shanghai-listed A shares through the Shanghai-Hong Kong Stock Connect programme (Stock Connect) is allowed from Monday...

US SEC Settles Dispute with Big Four Accountants over Chinese Accounting Records Access

United States Securities and Exchange Commission (SEC) sanctions against the Big Four accounting firms have been imposed as part of the settlement of a dispute between the SEC and the Chinese affiliates of...

Russia to sign IOSCO MMoU clearing the way for Russian companies to list on the Stock Exchange of Hong Kong

The Bank of Russia will sign the IOSCO Multilateral Memorandum of Understanding (IOSCO MMoU) in what represents a major step forward for the listing of Russian companies on the Stock Exchange of Hong Kong...

The 10 Most Important Things to Know about China New Foreign Investment Law

A draft of China's Foreign Investment Law (the Draft FIL) published by the Ministry of Commerce (MOFCOM) on 19 January 2015 proposes major changes to the regulation of foreign investment in China. The...

Stamp Duty Exemption for Hong Kong-Listed ETFs Effective Friday, 13 February 2015

An extension of the current stamp duty exemption to transfers of shares or units of all Exchange Traded Funds (ETFs) listed on the Hong Kong Stock Exchange (the Exchange) will take effect on 13 February 2015...

Exchange Updates Guidance on IPO Listing Document Disclosure relating to Material Changes after Trading Record Period

The updates to both Guidance Letters relate to disclosure in IPO prospectuses of material changes in financial, operational and/or trading position after the trading record period. GL41 also includes a new...

Hong Kong Corporate Finance Regulation – 2014 Highlights and the Year Ahead

A year of firsts in many ways, 2014 saw Hong Kong markets continue to reap the benefits of their first-mover advantage created by Mainland China experimenting with policy changes in Hong Kong first before...

Hong Kong Stock Exchange Publishes Listing Decision on Controlling Shareholders’ Post-IPO Lock-up Restrictions

The Hong Kong Stock Exchange's Listing Decision HKEx-LD85-20151 (the Listing Decision) required a shareholder to comply with the Listing Rules' restrictions on controlling shareholders disposing of their...

Moody’s Appeals SFC’s Disciplinary Action: Latest Developments

Moody's Investors Service Hong Kong Limited (Moody's) has appealed the Securities and Futures Commission's (SFC's) November decision that the agency's July 2011 publication of a report, "Red Flags For Emerging-Market...

SFC Consults on Greater Information Gathering Powers on Licensed Corporations to Assist Overseas Regulators

Hong Kong's Securities and Future Commission (SFC) has begun a month-long consultation1 on proposed amendments to the Securities and Futures Ordinance (SFO) to allow the provision of greater supervisory assistance...

Hong Kong-China Mutual Recognition of Funds (MRF) Scheme Nears Implementation

A scheme providing for the mutual recognition of funds authorised in Hong Kong and the Mainland is in its final stages, according to a speech given by Alexa Lam, deputy chief executive officer of Hong Kong's...

SFC Starts Market Misconduct Proceedings over Alleged False Research Report

The Securities and Futures Commission (SFC) has commenced proceedings against Mr. Andrew Left, a US citizen and head of Citron Research, for potential market misconduct involved in the publication of a...

Hong Kong Law Change Introduces Three Days Paternity Leave

On 18 December 2014, the Legislative Council passed the Employment (Amendment) Bill 2014, introducing statutory paternity leave for male employees in Hong Kong under new Part IIIA of the Hong Kong Employment...

Reporting and Record-keeping Obligations re OTC Derivative Transactions

In July 2014, the Hong Kong Monetary Authority (HKMA) and the Securities and Futures Commission (SFC) published a consultation paper setting out the detailed proposals for the mandatory reporting and record...

Document Execution at Virtual Signings and Closings

A recent Hong Kong case acts as a reminder of the importance of following the correct formalities for the execution of documents, and raises important issues in relation to the effectiveness of virtual signing...

China Consults on 2014 Draft of Foreign Investment Catalogue

On 4th November 2014, China's National Development and Reform Commission (NDRC) released a revised draft of the Catalogue for Guidance on Foreign Investment in Industries (Catalogue), in conjunction with the Ministry...

Shanghai-Hong Kong Stock Connect to Commence Monday

The Securities and Futures Commission (SFC) and the China Securities Regulatory Commission (CSRC) announced on 10 November 2014 that Shanghai-Hong Kong Stock Connect, the pilot programme to allow mutual...

HK Exchange Updates Listing Rule Guidance

Hong Kong Exchanges and Clearing limited (HKEx) has updated Guidance Letter GL58-13 and Frequently Asked Question Series 23 (FAQ 23) to refer to Hong Kong Standard on Investment Circular Reporting...

Exchange Listing Rule Amendments re Financial Information Disclosure under Companies Ordinance

The Stock Exchange of Hong Kong (the Exchange) has published a consultation paper (see archive) on proposed amendments to the Listing Rules to reflect changes in the requirements for disclosure of financial...

SFC Publishes Consultation Conclusions on Amendments to the Professional Investor Regime and Further Consultation on Client Agreement Requirements

The Securities and Futures Commission (SFC) has published its consultation conclusions (Consultation Conclusions) on proposed amendments to intermediaries' obligations in relation to professional investors...

SFC Takeovers Update – Takeovers Bulletin No 30

The latest issue of the SFC's Takeovers Bulletin (the Bulletin) published on 30 September: clarifies that where an offer is unconditional from the outset, associates who are not concert parties of the offeror need...

HKEx Publishes Concept Paper on Weighted Voting Rights

The Stock Exchange of Hong Kong (the Exchange) has published a Concept Paper on Weighted Voting Rights seeking views on whether companies with governance structures giving certain persons voting power or other...

HKEx Stops Initial Check of IPO Application Proofs

The Hong Kong Stock Exchange (the Exchange) announced on Friday, 9 September 2014 that it will stop carrying out an Initial 3-Day Check of IPO Application Proofs with effect from 1 October 2014. This is due...

SFC Drops Proposed Amendments to Sponsors Prospectus Liability Provisions

The Securities and Futures Commission (SFC) has announced that proposed legislative amendments to make explicit that sponsors may be subject to criminal and civil liability for deficiencies in IPO prospectuses...

SFC Comments to Focus on Substantive Takeovers Code Issues

The Takeovers Bulletin (see archive) published by the Securities and Futures Commission (SFC) in June 2014 sets out the Executive's new approach to commenting on documents which will focus on substantive Code issues...

FSTB Publishes Consultation Conclusions on Improving Corporate Insolvency Law and Proposals for a New Statutory Corporate Rescue Procedure

In April 2013, the Financial Services and the Treasury Bureau (FSTB) launched a three-month public consultation (the Consultation) on proposals to improve the corporate insolvency and winding-up provisions...

HKMA-SFC Consult on Rules Imposing Mandatory Reporting Obligations for OTC Derivative Transactions

The Hong Kong Monetary Authority (HKMA) and the Securities and Futures Commission (SFC) have published a consultation paper (see archive) on the proposed mandatory reporting and record keeping obligations being...

FSDC Publishes Recommendations for Positioning Hong Kong as a Preferred International Listing Venue

On 18 June, 2014 the Financial Services Development Council (FSDC) released a research report titled "Positioning Hong Kong as an International IPO Centre of Choice" (the Report) setting out key areas for...

FSTB Consults on Increasing Independence of Regulatory Regime for Listed Entity Auditors

The Financial Services and the Treasury Bureau (the FSTB) has published a consultation paper (Consultation Paper) setting out proposals to enhance the independence of the regulatory regime governing auditors...

Takeovers Panel rules the Codes apply to SouthGobi Resources Limited

The Takeovers and Mergers Panel (the Panel) has ruled that SouthGobi Resources Limited (SouthGobi) should be considered a 'public company in Hong Kong' under the Codes on Takeovers and Mergers and Share Buy-backs...

SFC Proposes Additional Exemptions from Part XV Disclosure Requirements

The Securities and Futures Commission (SFC) is proposing to add two more categories of exemptions from the disclosure-of-interests requirement under Part XV of the Securities and Futures Ordinance (SFO) (Part XV).

SFC Publishes Assessment Questions for Effective Business Continuity Plans

The Licensing Department of the Securities and Futures Commission (the SFC) has issued a circular (see archive) to licensed corporations containing a non-exhaustive list of self-assessment questions to which...

The Exchange Consults on Internal Controls Section of the Corporate Governance Code

The Stock Exchange of Hong Kong Limited (the Exchange) has published a consultation paper (Consultation Paper) (see archive) on proposed changes to the internal controls section of the Corporate Governance Code...

PRC Ministry of Finance Releases Draft Regulations on Cross-Border Audit Services

On 21 April 2014, the Accounting Division of the Ministry of Finance (MOF) released for consultation its provisional regulations on "cross-border audit services" (the Provisional Regulations) accompanied by the...

Hong Kong Stock Exchange Publishes Guidance Letter on Reverse Takeover Rules

The Hong Kong Stock Exchange (the Exchange) has published guidance letter HKEx-GL78-14 , which reflects the Exchange's current practice in application of the reverse takeover (RTO) requirements under the Listing...

Exchange Publishes Guidance on Listed Issuers Use of Structured Contracts

The Stock Exchange of Hong Kong (the Exchange) has issued Guidance Letter HKEx-GL77-14 (the Letter), providing guidance on disclosure requirements and other requirements in relation to the use of...

SFC Launches Online System for Dealing Disclosures under Takeovers Code

The Securities and Futures Commission (SFC) has introduced a new online system1 to simplify the submission process for dealing disclosures under Rule 22 of the Code on Takeovers and Mergers (Takeovers Code)...

Court Orders EY to Produce Accounting Records to SFC

The Court of First Instance (the Court) has ordered Ernst & Young (EY) to produce to the Securities and Futures Commission (SFC) specified accounting records relating to its work as the reporting accountant and...

SFC Reprimands and Fines ICBCI and Deutsche Bank

The Securities and Futures Commission (SFC) has made two announcements in relation to the failings of, and penalties imposed, on Deutsche Bank Aktiengesellschaft (Deutsche Bank), and ICBC International Capital...

Exchange Publishes Further Information on Shanghai-Hong Kong Stock Connect

The Stock Exchange of Hong Kong (SEHK) has published further information in relation to Shanghai-Hong Kong Stock Connect (Stock Connect), the proposed mutual market access programme which will allow investors in...

Exchange Issues Guidance on Opinion Letters Prepared By Independent Financial Advisers

The Hong Kong Stock Exchange (the Exchange) has published guidance letter HKEx-GL76-14 (see archive), which provides information on the disclosure in opinion letters prepared by independent financial advisers...

SFC Issues Notice on Risks and Potential Regulatory Issues of Crowd-Funding

The Securities and Futures Commission (SFC) issued a notice (see archive) on 7 May 2014 to remind parties carrying out crowd-funding activities of the potential securities regulatory implications and liabilities...

HKEx to Launch its First Asia Commodities Contracts

Hong Kong Exchanges and Clearing Limited (HKEx) announced yesterday, 22 April 2014, that it plans to launch its commodities business with four futures contracts that will be traded in its derivatives market.

FSTB Consults on Open-Ended Fund Company Structure

The Financial Services and the Treasury Bureau (FSTB) published the Open-ended Fund Companies Consultation Paper (see archive) (Consultation Paper) and a press release (see archive) on 20 March 2014 setting...

Exchange Reviews Disclosure in Annual Reports to Monitor Rule Compliance

The Exchange has published its second report (see archive) on findings and recommendations from a review of disclosure in issuers' annual reports issued for the financial years ended between December 2012 and...

Linking of Shanghai and Hong Kong Stock Exchanges

The China Securities Regulatory Commission (CSRC) and Hong Kong's Securities and Futures Commission (SFC) published a joint announcement (see archive) on 10 April 2014 of their approval, in principle, of a pilot...

Exchange Publishes New Guidance on Placing Shares to Connected Clients for Independent Third Parties

The Exchange has published guidance letter HKEx-GL75-14 (see archive) which supersedes Listing Decision HKEx-LD54-13 (see archive) which has been withdrawn. The guidance letter provides guidance in cases where...

Revised Connected Transaction Rules to Take Effect

The Stock Exchange of Hong Kong (the Exchange) has published amendments to the Listing Rules which will take effect on 1 July 2014. The amendments implement changes to the rules on connected transactions in...

Exchange Introduces New Headline Categories for Announcements

The Hong Kong Stock Exchange (the Exchange) has published a news release (see archive) and Frequently-Asked-Questions (see archive) (FAQ) in relation to the Listing Rule amendments to introduce new headline...

Sponsor Regime Update – Initial 3-Day Check

The Hong Kong Stock Exchange (the Exchange) has confirmed that it will continue to conduct an initial 3-day check of application proofs from 1 April to 30 September 2014 to give practitioners more time to become...

SFC Consults on the Regulation of Alternative Liquidity Pools

The Securities and Futures Commission (SFC) is consulting the public on amending the Code of Conduct for Persons Licensed by or Registered with the SFC (Code of Conduct) to regulate operators of alternative...

HK Government Proposals for Resolution Regime for Financial Institutions

A 141-page consultation paper (Consultation Paper) (see archive) has been jointly published by the Financial Services and the Treasury Bureau (FSTB), the Hong Kong Monetary Authority (HKMA), the Securities and...

Information on Listing Applications since the New Sponsor Regime

The Hong Kong Stock Exchange (the Exchange) has published a news release (see archive) providing information on the new listing applications it has received since the new regulatory regime for sponsors came...

SFC Proposes Amendments to the Code on REITs

The Securities and Futures Commission (SFC) is conducting a consultation on allowing Real Estate Investment Trusts (REITs) greater flexibility to invest in properties under development and financial instruments...

Rule Amendments – Annual Listing Fees FAQs Following the New Companies Ordinance

The new Companies Ordinance of the laws of Hong Kong (Cap. 622) (New Companies Ordinance) came into force on 3 March 2014. The Exchange has published Listing Rule Amendments and Frequently-Asked-Questions...

New Companies Ordinance – Relating to Memorandum, Articles of Association

The New Companies Ordinance (Cap. 622) (the New CO) will come into force on 3 March 2014. Following commencement of the New CO, the current Companies Ordinance (Cap. 32) (the Old CO) will be retitled as the...

Hong Kong Companies Ordinance-Schemes Amalgamations

The Old CO provides that where a scheme is proposed between a company and its members or creditors (or any class of them), the court may order a meeting of the members or creditors (or relevant class). If a...

New Companies Ordinance – Financial Reporting

The Old CO allows a listed company to send a summary financial report to its members and debenture holders in place of the accounts, directors' and auditors' reports normally required to be sent, provided it...

New Companies Ordinance – Registration of Charges

To remove uncertainty and dispense with redundant items, the following changes have been made under the New CO: a charge on an aircraft or any share in an aircraft is expressly made registrable;a charge on...

New Companies Ordinance – Company Administration and Procedure

Under the Old CO, a private company (other than a company which is a member of a corporate group and certain companies specifically excluded, such as insurance and stock-broking companies) may, with the...

New Companies Ordinance – Share Capital

The New CO adopts a mandatory system of no-par for all Hong Kong companies with a share capital and abolishes the concept of par (or nominal) value of shares. On the commencement of the New CO, a Hong Kong...

New Companies Ordinance – Changes Affecting Directors

The New CO codifies a director's duty to exercise reasonable care, skill and diligence. Section 465 of the New CO requires a director to exercise reasonable care, skill and diligence, meaning the care, skill...

Exchanges Decision on Breach of Rules on Price Sensitive Information

On 28 January 2014, the Exchange published a press release in relation to the censure of a listed company (Company) and its directors for breach of Rule 13.09 of the Listing Rules as previously in force prior to...

New Guidance on the Applicable Laws and Regulations section

The Hong Kong Stock Exchange (the Exchange) has published Guidance Letter GL72-14 (see archive) providing guidance on disclosure in the "Applicable Laws and Regulations" section of IPO listing documents. This...

Hong Kong Stock Exchange Issues New and Updated Guidance Letters

On 24 January 2014, the Hong Kong Stock Exchange published the following new and updated Guidance Letters: Disclosure requirements for IPO cases - Disclosure of material changes in financial, operational...

Increase in Inside Information Announcements and Additional FAQs

It has been a year since the statutory regime for disclosure of inside information came into effect under Part XIVA of the Securities and Futures Ordinance (SFO), which was implemented on 1 January 2013. The...

Hong Kong Stock Exchange Publishes 20 Country Guides for Acceptable Jurisdictions of Incorporation

The Hong Kong Stock Exchange has published country guides for twenty of the twenty-one overseas jurisdictions which the Exchange is willing to accept as a listing applicant's jurisdiction of incorporation.

SFC To Step Up Oversight Of Corporate Conduct

The SFO requirement for listed companies to make timely and accurate disclosure of price sensitive information (i.e. inside information) is illustrated in a number of recent regulatory enforcement actions.

Hong Kong Stock Exchange Publishes Guidance Letter on Suitability for Listing and Listing Decision on the Suitability for Listing of Applicants Which Had Conducted Business in Countries Subject to Sanctions

Hong Kong Stock Exchange has published guidance letter on suitability for listing and listing decision on the suitability for listing of applicants which had conducted business in countries subject to sanctions

SFC Publishes FAQ on the New Sponsor Regime

On 8 October 2013, the SFC published FAQs on the new regime on the regulation of sponsors under the SFC's new paragraph 17 of the Code of Conduct for Persons Licensed by or Registered with the SFC

SFC Issues Takeovers Bulletin on Dealing Disclosures under Rule 22 and the Exemption from Rule 109 for Companies with Dual Listing

SFC has published in its Takeovers Bulletin information relating to dealing disclosures under Rule 22 of the Takeovers Code and Rule 10.9’s application to unaudited quarterly results published during an offer period

Stock Exchange and SFC Issue Updated Joint Policy Statement Regarding the Listing of Overseas Companies

The Stock Exchange of Hong Kong (the Exchange) and the Securities and Futures Commission (SFC) have updated their joint policy statement regarding the listing of overseas companies (Joint Statement).

New Sponsors Regime To Come Into Effect For Listing Applications Submitted On Or After 1 October 2013 And Publication Of The Hong Kong Sponsor Due Diligence Guidelines

free download of 750+ page hong kong sponsor due diligence guidelines, coordinated by charltons, developed as an initiative of hong kong sponsors to promote standards in the conduct of due diligence for new...

Exchange Publishes Guidance on Resumption of Long Suspended Companies

The Hong Kong Stock Exchange has published guidance letter HKEx-GL66-1 with regard to the criteria for resumption for long suspended companies.

SFC Issues Guidelines on the Application of the CPSS-IOSCO Principles for Financial Market Infrastructures

The SFC issued Guidelines on the application of the CPSS-IOSCO Principles for Financial Market Infrastructures regarding its expectations of the implementation of the principles by recognised clearing houses.

Exchange Issues Guidance on Documentary Requirements and Administrative Matters Relating to New Listing Applications

The Stock Exchange of Hong Kong Limited (the Exchange) has published guidance letter HKEx-GL55-13 (the Guidance Letter) which provides guidance on documentary requirements and administrative matters applicable...

Exchange Provides Guidance on Confirmations from Reporting Accounts on Historical Financial Information

Exchange has published guidance letters on confirmations on accountants' reports, financial information and profit forecasts and on management discussion and analysis on financial information in listing documents

Exchange Publishes Guidance Letter HKEx-GL6-09A on Financial Information for the Trading Record Period Expected in the First Draft Listing Document for Listing Applications

Hong Kong Stock Exchange has published a guidance letter setting out the administrative practices on accepting early filings of listing applications and financial information requirements in Application Proof.

Exchange Sets Out Guidance on Logistical Arrangements for the Publication of Application Proofs Post Hearing Information Packs and Related Materials

The Stock Exchange of Hong Kong Limited (the Exchange) has issued guidance letter HKEx-GL57-13 (see archive) (the Guidance Letter) relating to logistical arrangements for the publication of the Advanced Proofs 1...

Stock Exchange Publishes Updated Guidance on Waiver Applications for New Mineral Companies under Main Board Rule

Hong Kong Stock Exchange has updated Guidance Letter GL22-10 regarding pre-conditions for a waiver from the financial standards requirements for new applicant Mineral Companies under Main Board Rule 18.04.

SFC Issues Takeovers Bulletin on Disqualifying Transactions under the Whitewash Guidance Note and Application of Rule 201B to Share Repurchases By Partial Offer

The SFC has published a Takeovers Bulletin on (1) "Disqualifying Transactions" under the Whitewash Guidance Note and (2) application of Rule 20.1(B) of the Takeovers Code to share repurchases by partial offer

Exchange Publishes FAQ on Listing Rule Changes to Complement the Securities and Futures Commissions New Sponsor Regulation

Hong Kong Stock Exchange has published FAQs in relation to the Listing Rule changes to be implemented in connection with the SFC’s new regime on the regulation of sponsors to come into effect on 1 October 2013.

Exchange Publishes Listing Rule Changes to Come into Effect Regarding New Statutory Regime on the Regulation of Sponsors

Hong Kong Stock Exchange has published rule changes to complement the SFC’s new regime on the regulation of sponsors under paragraph 17 of the Code of Conduct for Persons Licensed by or Registered with the SFC.

HKEx Incorporates Listing Decision LD45-3 Regarding Conditions for Waiver from Strict Compliance with Gem Listing Rules into Guidance Letter GL25-11

The Hong Kong Stock Exchange has withdrawn Listing Decision LD45-3 (on conditions for waiver from strict compliance with GEM Rules 7.03(1) & 11.10) and incorporated its conclusions into Guidance Letter GL25-11

Hong Kong Stock Exchange Publishes Listing Decision on whether Deteriorating Financial Performance After Track Record Period and Other Factors Rendered Applicant Unsuitable for Listing

Hong Kong Law Newsletter June 2013. Listing Decision Published On Whether Deteriorating Financial Performance After Track Record Period Rendered Applicant Unsuitable

Hong Kong Stock Exchange Publishes Listing Decisions on Rights Issues and Spin-Offs

The Hong Kong Stock Exchange has published three listing decisions concerning rights issues and spin-offs

Court of Final Appeal Hands Down Landmark Ruling on the Application of Section 213 of the SFO

CFA has set a precedent that allows the SFC to enter into civil proceedings under s213 SFO and criminal market misconduct proceedings under Part XIV SFO with respect to the same incidence of market misconduct.

SFC Publishes Consultation Paper on the Professional Investor Regime

SFC has published a consultation paper on proposed amendments to the professional investor regime and to the client agreement requirements in relation to offering investment products to professional investors

Stock Exchange Publishes Guidance on Listing Document Risk Factors Disclosure

The Hong Kong Stock Exchange has published Guidance letter GL54-13 providing guidance on the "Risk Factors" section of listing documents.

Hong Kong Stock Exchange Publishes Consultation Papers on Connected Transaction Rules

Hong Kong Stock Exchange has published 2 consultation papers on its connected transaction rules, with the main paper reviewing the current model for regulating connected transactions conducted by listed issuers

Exchange Publishes FAQ on Listing Rule Changes Consequential on the Statutory Regime for Disclosure of Inside Information

Hong Kong Stock Exchange recently published FAQs in relation to the listing rules changes implemented in connection with the statutory regime for disclosure of inside information under new Part XIVA of the SFO.

SFC Publishes Frequently-Asked-Questions on Chinese Walls Requirement

The SFC has published FAQs to clarify the meaning of and assist compliance with the Chinese walls requirement under section 4.3 of the Corporate Finance Adviser Code of Conduct.

Hong Kong Stock Exchanges Publishes Three Listing Decisions on Reverse Takeovers

The Hong Kong Stock Exchange has released three listing decisions in relation to reverse takeovers.

Hong Kong Stock Exchange Publishes Report on Issuers Annual Report Disclosure

The Exchange has published its first report on the findings and recommendations from a review of all listed issuers' annual reports issued for the financial year ended between December 2011 and November 2012

SFC Publishes FAQ on Statutory Inside Information Disclosure Regime and the Exchange Publicly Censures Listed Issuer for Non-Disclosure under Previous Listing Rule Regime

SFC publishes FAQ on statutory inside information disclosure regime and the Exchange publicly censures listed issuer for non-disclosure of price sensitive information under previous listing rule regime

HKEx Publishes Listing Decisions in Relation to Convertible Note-Bond Issues

The Hong Kong Stock Exchange published three listing decisions in March 2013 in relation to convertible note/bond issues.

Stock Exchange Publishes Guidance on Listing Document Disclosure for New Applicant Mineral Companies

The Exchange has published guidance letter concerning disclosures expected in mineral company listing documents and issues raised by regulators in their vetting of previous mineral company listing applications

Stock Exchange of Hong Kong Publishes Consultation Conclusions on Allowing Listed Issuers to Release Inside Information During Trading Hours Subject to Short Trading Halts

Hong Kong Stock Exchange has released its consultation conclusions on its proposed model for allowing the publication of inside information announcements during trading hours subject to a short trading halts

Bill to Regulate the Hong Kong OTC Derivative Market to be Introduced in the Second Quarter 2013

The Financial Services and the Treasury Bureau, HKMA and SFC jointly submitted a policy brief to Legco to update it on the progress in developing a full-fledged regulatory regime for OTC derivative transactions

Hong Kong Stock Exchange Publishes Guidance Letter Gl51-13 Disallowing Additional Benefits for Cornerstone Investors

The Exchange has published a guidance letter to remind listing applicants that no benefits are allowed to be given to Cornerstone Investors, except for a guaranteed allocation of shares at the IPO price.

Hong Kong Stock Exchange Publishes Listing Decision on Allowing a PRC Listed Company to Convert its Entire B Shares into H Shares and List the H Shares on the Main Board By Way of Introduction

to convert its entire B shares into H shares and list the H shares on the Main Board of the Exchange by way of introduction

Hong Kong Stock Exchange Issues Guidance Letter and Listing Decisions in Relation to Mineral Companies

The Hong Kong Stock Exchange has published a guidance letter and listing decisions in relation to mineral companies and issues under Chapter 18 of the Listing Rules

Hong Kong Stock Exchange Publishes Guidance on the Reasons for Returning Certain Listing Applications

The Hong Kong Stock Exchange published Listing Decision HKEx-LD48-2013 on 21 January 2013, providing a detailed analysis of the reasons for its return of certain listing applications

SFC Encourages Inside Information Disclosure before the Statutory Disclosure Regime comes into Effect

The Securities and Futures Commission (SFC) has published a reminder to listed companies to make all necessary price sensitive information (PSI) announcements in the run up to 1 January 2013 to ensure that their...

Stock Exchange Updates Listing Decision on Circumstances under Which It Will Exempt a New Listing Applicant from Filing Placee Lists with Respect to its IPO Shares Sold in Public Offers Outside Hong Kong

On 14 December 2012, the Stock Exchange of Hong Kong (the Exchange) updated its 2005 listing decision (HKEx - LD48-4) (the Listing Decision) regarding the circumstances in which the Exchange will allow a new...

Hong Kong Stock Exchange Publishes Consultation Conclusions on Listing Rule Amendments Consequential on New Statutory Regime for PSI Disclosure

The Stock Exchange of Hong Kong Limited (Exchange) published on 30 November 2012 its consultation conclusions (Consultation Conclusions) on the amendments to the Listing Rules (Rules) of the Main Board (MB) and...

Amendments to the Law on the Use and Provision of Personal Data for Direct Marketing Expected

The Personal Data (Privacy) (Amendment) Ordinance 2012 (Amendment Ordinance) was introduced to enhance the protection of personal data privacy of individuals offered under the Personal Data (Privacy) Ordinance...

SFC Consultation Service on Statutory PSI Disclosure Regime and SFC Consults on Proposals to Enhance the Regulatory Regime for Non-Corporate Listed Entities

The SFC announced on 29 November that its consultation service for listed corporations on their obligations under the new statutory regime for disclosure of price sensitive information (PSI) would commence on 1...

SFC Holds IPO Sponsor Principals Jointly and Severally Liable in Discharge of Responsibilities

The Securities and Futures Commission (SFC) announced on 20 November 2012 that it has banned Mr. Wong Tang Chung, a former responsible officer and executive director of Mega Capital (Asia) Company Limited (Mega...

Amendments to the Definitions of Specified Stock and Futures Exchanges and Proposed Amendments to the Securities and Futures Financial Resources Rules

Amendments to the definitions of specified Futures Exchanges (SFEs) and specified Stock Exchanges (SSEs) in Parts 2 and 3 to Schedule 1 of the Securities and Futures Ordinance (SFO) took effect on 18 July 2012...

Hong Kong Stock Exchange Publishes Guidance on pre-IPO Investments

In October 2012, the Stock Exchange of Hong Kong (the Exchange) published a guidance letter (HKEx-GL43-12) (the Guidance Letter) to consolidate its past listing decisions on pre-IPO investments. Guidance letter...

FSTB and Companies Registry Consult on Subsidiary Legislation to Complement the New Companies Ordinance

The Financial Services and Treasury Bureau (FSTB) and the Companies Registry are currently consulting on the creation of new subsidiary legislation for the implementation of the new Companies Ordinance, which was...

First Dual Counter Security Lists on Hong Kong Stock Exchange

The first dual counter (DC) security, Harvest MSCI China A Index Exchange Traded Fund (Harvest ETF), listed on the Stock Exchange of Hong Kong Limited (the Exchange) on 12 October 2012. A DC security offers two...

Stock Exchange Publishes Listing Decision in Relation to Suitability for Listing of Applicants with Deteriorating Financial Performance and Uncertain Business Prospects

In September 2012, the Stock Exchange of Hong Kong (the Exchange) published a listing decision (HKEx-LD37-2012) (the Listing Decision) regarding whether a GEM listing applicant's deteriorating financial performance...

The Australasian Joint Ore Reserves Committee Releases for Public Comment the Exposure Draft of the JORC Code 2012

The Australasian Joint Ore Reserves Committee (JORC) released for public comment the exposure draft of the JORC Code 2012 (the JORC Code) on 18 September 2012. The exposure draft was prepared following the code review...

Hong Kong Stock Exchange Consults on Board Diversity

The Stock Exchange of Hong Kong (SEHK or the Exchange) published a consultation paper (Consultation Paper) on 7 September 2012 to seek comments on its proposed amendments to the Corporate Governance Code...

Stock Exchange Updates Listing Decision on PRC Businesses Using VIE Structures

In August 2012, the Stock Exchange of Hong Kong (the Exchange) updated its 2005 listing decision (HKEx-LD43-3) (the Listing Decision) regarding the suitability for listing of PRC businesses using the so-called...

Hong Kong Stock Exchange Publishes Consultation Conclusions on Environmental Social and Governance Reporting

The Stock Exchange of Hong Kong (SEHK or Exchange) published its consultation conclusions (the Consultation Conclusions) on its proposed Environmental, Social and Governance Reporting Guide (the ESG Guide) on...

SFC and HKMA Publish Consultation Conclusions and Supplemental Consultation on the Regulation of OTC Derivatives

The global financial crisis in late 2008 highlighted the structural deficiencies in the over-the-counter (OTC) derivatives market, and the systemic risk it poses for the wider market and economy. In the wake of...

Stock Exchange Consults on Listing Rule Amendments Consequential to Issuers Statutory Obligation to Disclose Price Sensitive Information

Following the enactment of the Securities and Futures (Amendment) Ordinance 2012 (the Amendment Ordinance), Hong Kong Exchanges and Clearing Limited (the Exchange) has published a consultation paper (Consultation...

Hong Kong Stock Exchange Consults on Allowing Publication of PSI During Trading Hours Subject to Trading Halts

Hong Kong Exchanges and Clearing Limited (the Exchange) has published a consultation paper (Consultation Paper) on proposals to allow the release of price sensitive information (PSI) during trading hours subject...

SFC Publishes Consultation Conclusions on Amendments to the Code of Conduct

In May 2012, the Securities and Futures Commission (SFC) published its consultation conclusions (Consultation Conclusions) on the proposals set out in its November 2011 consultation paper...

Hong Kong Stock Exchange Publishes Guidance on Listed Issuers Continuous Disclosure Obligations and on Disclosure of Distributorship Business Models in Listing Documents

In a letter published on 10 May 2012, the Stock Exchange of Hong Kong Limited (the Exchange) reminds listed issuers of their continuous disclosure obligation in light of enquiries regarding the handling of market...

Hong Kong Stock Exchange Publishes Guidance Letter on Profit Forecasts under Main Board Rules and Gem Rule

The Stock Exchange of Hong Kong (Exchange) published on 8 May 2012 a guidance letter (HKEx-GL35-12) on profit forecast in the IPO process to provide guidance and clarification on the following areas: the difference...

Securities and Futures Commission Publishes Consultation Paper on the Regulation of Sponsors

The Securities and Futures Commission (SFC) published a consultation paper (Consultation Paper) in May 2012 to seek views and comments on its proposals concerning the conduct of sponsors in meeting...

Statutory Regime for Disclosure of Price Sensitive Information

The new statutory regime governing listed corporations' (corporations) disclosure of price sensitive information (referred to in the new legislation as "inside information") (PSI) will come into effect on 1 January...

Hong Kong Stock Exchange Issues Guidance on Hard Underwriting Disclosure and SFC Fines Investors for Illegal Short Selling and SFC Fines and Revokes Licence of An IPO Sponsor

Hong Kong Exchanges and Clearing Limited (HKEx) has issued a new guidance letter HKEx-GL34-12 (Guidance Letter) in relation to the disclosure of "hard" underwriting arrangements in listing documents. Such...

New Anti-Money Laundering and Counter-Terrorist Financing Requirements for SFC Licensed Corporations

New statutory customer due diligence (CDD) and record-keeping obligations for financial institutions were implemented by the Anti-Money Laundering and Counter-Terrorist Financing (Financial Institutions) Ordinance...

Hong Kong Stock Exchange Issues Guidance Letter on Disclosure of Use of Proceeds in New Applicants Listing Documents

In April 2012, the Stock Exchange of Hong Kong Limited (Exchange) issued a guidance letter (HKEx-GL33-12) (Guidance Letter) on the disclosure of the intended use of proceeds by new applicants in listing documents...

Hong Kong Stock Exchange Publishes Guide to Connected Transaction Rules

On 20 April, The Stock Exchange of Hong Kong Limited (HKEx or the Exchange) published a plain language guide to the requirements for connected transactions (including continuing connected transactions) set out in the...

Hong Kong Stock Exchange Publishes Guidance Letter on the Accounting and Disclosure Requirements for Acquisitions of Subsidiaries and Businesses Conducted During Or After the Trading Record Period

The Stock Exchange of Hong Kong (Exchange) published on 28 March 2012 a guidance letter (HKEx-GL32-12) on the accounting and disclosure requirements for subsidiaries and businesses acquired or agreed/proposed to...

Amendments to the Takeovers Code

On 23 March 2012, the Securities and Futures Commission (SFC) released its consultation conclusions (Conclusions) on the amendments to the Codes on Takeovers and Mergers and Share Repurchases (the Takeovers Code)...

SFCs New Short Position Reporting Regime Expected

On 10 February 2012, the Securities and Futures Commission (SFC) published its Conclusions to the Further Consultation on the Securities and Futures (Short Position Reporting) Rules (the Conclusions). The Conclusions...

Hong Kong Stock Exchange Publishes Two Listing Decisions on Rights Issues

On 29 February 2012, the Stock Exchange of Hong Kong (HKEx) published two listing decisions in relation to rights issues. The first confirmed that a PRC issuer's issue of rights shares under a general mandate was...

Hong Kong Stock Exchange Publishes Revised Guidance on Prospectuses Issued Within 3 Months of the Issuers Financial Year End

The Exchange published an updated guidance letter (HKEx-GL25-11) on 10 November 2011 setting out revised conditions for waivers from strict compliance with the requirement to include three years' financial statements...

Hong Kong Stock Exchange Repeals Listing Rule Ban on Inclusion of Profit Forecasts in pre-Listing Research Reports Unless Also Included in Listing Document

The Hong Kong Stock Exchange has published on its website an amendment to the Main Board Listing Rules repealing Rule 8.21B with effect from 1 February 2012. Rule 8.21B, which was introduced in 2004, provided that...

Hong Kong Stock Exchange Publishes Consultation Paper on Environmental Social and Governance Reporting Guide

The Stock Exchange of Hong Kong (SEHK or the Exchange) published a consultation paper (the Consultation Paper) in December 2011 to seek views and comments on its proposed Environmental, Social and Governance...

SEHK Recent Publications on Revised Publication Window for Issuers Documents pre-IPO Investments

The Stock Exchange of Hong Kong (SEHK or the Exchange) has recently published the following: A reminder of the revised publication window for issuers' documents through the HKEx news website effective 5 March 2012...

SFC Consultation on Proposed Amendments to the Code of Conduct

The Securities and Futures Commission (SFC) has published a consultation paper (Consultation Paper) the main focus of which is proposed amendments to the Code of Conduct for Persons Licensed by or Registered with...

Property Valuation Requirements for Mining Companies IPOs

New streamlined property valuation disclosure requirements for new applicants' listing documents came into effect on 1 January 2012 with the implementation of the Companies Ordinance (Exemption of Companies and...

SFC Issues Takeovers Bulletin on Reminder to Fund Managers of Dealing Disclosure Obligations under Rule 22 of the Takeovers Code

The latest issue of the Takeovers Bulletin (Issue No.19) published in December 2011 reminds fund managers of the dealing disclosure obligations under Rule 22 of the Code on Takeovers and Mergers (Takeovers Code)...

Streamlined Property Valuation Requirements

New streamlined requirements for property valuation disclosure in listing applicants' prospectuses and issuers' circulars came into effect on 1 January 2012 with the implementation of the Companies Ordinance...

New Evidential Requirements for Proving Professional Investor Status

The Securities and Futures (Professional Investor) (Amendment) Rules 2011 (Amendment Rules) which refine the requirements for evidencing whether a person qualifies as a high-net-worth professional investor under...

SEHK Publishes Consultation Conclusions on Amendments to the Corporate Governance Code and Associated Listing Rules

The Stock Exchange of Hong Kong (SEHK or the Exchange) has published the consultation conclusions (the Consultation Conclusions) on its review of the Code on Corporate Governance Practices (now renamed the Corporate...

SFC Begins Consultation on Proposed Regulatory Regime for OTC Derivatives Market

The Securities and Futures Commission (SFC) and the Hong Kong Monetary Authority (HKMA) have published a joint consultation paper (the Consultation Paper) to seek comments on a proposed regulatory regime for the...

HKEX Publishes Revised Guidance for Chapter 21 Companies Investment Companies

Chapter 21 (Chapter 21) of the Listing Rules (Listing Rules) of the Stock Exchange of Hong Kong Limited (the Exchange) sets out the specific requirements for the listing of securities by investment companies...

SFC Publishes Consultation Paper on Proposed Takeovers Code Amendments

On 24 August, 2011, the SFC announced a one-month consultation to request public comments on their proposed amendments to the Codes on Takeover and Mergers and Share Repurchases (the Takeovers Code). The principal...

CSRC Tightens Regulation of Backdoor Listings and Adopts Measures to Facilitate Asset Acquisitions By Way of Share Issue

Amendments to the Administrative Measures for the Restructuring of Material Assets of Listed Companies (the Measures) (上市公司重大资产重组管理办法) have been announced by the China Securities Regulatory...

SFC Reminds Sponsors to Exercise Reasonable Judgment in IPO Due Diligence

In its latest edition of the Dual Filing Update, the Securities and Futures Commission (SFC) reminds sponsors to exercise reasonable judgment in conducting IPO due diligence on listing applicants and to ensure that all...

SFC Extends Implementation Date for New Conflict of Interest Requirements Governing Research Reports

The Securities and Futures Commission (SFC) has extended the implementation date of new conflicts-of-interest requirements governing research reports to 31 October 2011. Originally, the amendments to the Code of...

SFC Publishes Consultation Conclusions on the Regulatory Framework for pre-Deal Research Reports

The Securities and Futures Commission (SFC) published on 30 June 2011 its Consultation Conclusions (the Conclusions) concerning proposed amendments to the Code of Conduct for Persons Licensed by or Registered with...

SFC Publishes Guidance on Marketing of Existing Collective Investment Schemes and Investment-Linked Assurance Schemes to the Hong Kong Public under the Revised Code on Unit Trusts and Mutual Funds

The Securities and Futures Commission (SFC) issued guidance, on 13 May 2011, in preparation for the full implementation of the Code on Unit Trusts and Mutual Funds (UT Code) and the Code on Investment-Linked...

Takeovers and Mergers Panel Releases Ruling on whether Two Parties Should be Considered Concert Parties under the Takeovers Code

The Takeovers and Mergers Panel (the Panel) released on 24 May 2011 its ruling on whether two parties should be regarded as "Concert Parties" under the Codes on Takeovers, Mergers and Share Repurchases (the Codes).

SFC Publishes Revised Guidelines on Statutory Price Sensitive Information Disclosure Obligation

On 22 June 2011 the Securities and Futures Commission (SFC) published a revised draft of its Guidelines on Disclosure of Inside Information(Guidelines) which provides guidance on the new statutory obligation to...

HKEx Publishes FAQs on Models for RMB IPOs

Hong Kong Exchanges and Clearing Ltd (HKEx) has published Frequently Asked Questions on Models for RMB IPOs (the FAQs) on 22 June 2011. The FAQs confirm the readiness of the HKEx and the Hong Kong market for RMB...

UK Bribery Act Comes into Force the Implications for Businesses in Asia

The UK Bribery Act (the Act) comes into force on 1 July 2011. The Act represents an attempt on behalf of UK legislators to improve the law relating to bribery and corruption, an attempt prompted by increasing...

Consultation Paper on Draft Short Position Reporting Rules Published

On 25 May 2011, the Securities and Futures Commission (SFC) published a consultation paper on the draft Securities and Futures (Short Position Reporting) Rules (SPR Rules). The draft SPR Rules are the result of...

Ex-Entitlement Trading Only After Shareholder Approval

On 20 May 2011, the Hong Kong Exchanges and Clearing Limited (HKEx) published consultation conclusions (Conclusions) on its December 2010 proposal that shares should only be permitted to trade ex-entitlement after...

New Regime for Offers of Structured Products

Amendments to the Hong Kong regulatory regime governing public offers of investment products came into effect on 13 May 2011 with the coming into force of The Securities and Futures and Companies Legislation...

HKEx Listing Decisions on Acceptability of Prior Shareholder Mandates for Notifiable Transactions the Classification of A Share Repurchase By a Listed Subsidary under Chapter 14 and Qualification Requirements for Mainland Property Valuers

HKEx published in March 2011 Listing Decision LD6-2011 as to whether the Stock Exchange of Hong Kong (the Exchange) would permit a prior mandate to take the place of a shareholders' approval on the contractual...

SFC Report on Sponsor Inspection Findings

On March 29 2011 the SFC published its Report on Sponsor Theme Inspection Findings (the Report). The Report is the work of a specialised team (the SFC Team), set up in 2009, which operates as part of the SFC.

SFC Publishes Consultation Conclusions on the Draft Guidelines on Disclosure of Price Sensitive Information

The Securities and Futures Commission published, on 11 February 2011, Consultation Conclusions (the Conclusions) regarding the draft guidelines (the Guidelines) on the disclosure of price sensitive information...

UK Bribery Act 2010 to Come into Force – UK MOJ Publishes Guidance on Adequate Procedures Defence and DPP and SFO Publish Joint Prosecution Guidance

On 30 March 2011 the UK Ministry of Justice published its Guidance (the MoJ Guidance) on procedures which commercial organisations can adopt in order to prevent persons associated with them from committing offences...

HKEx Publishes Listing Decision Regarding Restrictions on Disposal After a Change in Control under Chapter 14 of the Listing Rules

HKEx published in March 2011, a listing decision (HKEx-LD7-2011) on an attempt by a Main Board issuer ("Company A") to circumvent certain elements of the regulatory regime, set out in Chapter 14 of the Listing...

Companies Registry Implements One-Stop Electronic Incorporation and Business Registration Service

On January 21 2011 the Companies Registry ("CR") published External Circular No. 1/2011 ("the Circular"), which discussed the coming into effect, on 21 February 2011, of Parts 2 and 5 of the Companies Amendment...

HKEx Issues New Guidance on the Requirements for the Publication of Overseas Regulatory Announcements

On 21 January 2011 the Stock Exchange of Hong Kong (the "Exchange") published a guidance letter (the "Guidance Letter") on the new requirements for the publication of overseas regulatory announcements under Main...

Mixed Media Offers allow Paper Application Forms with Electronic Prospectuses

The Hong Kong Stock Exchange has published materials on its website in relation to the "Mixed Media Offer" ("MMO") framework which came into effect from 1 February 2011. A Mixed Media Offer is an offer procedure...

SFC Publishes Consultation Conclusions on the Evidential Requirements under the Securities and Futures Professional Investor Rules

The Securities and Futures Commission ("SFC") published on 23 February 2011 Consultation Conclusions regarding proposals to refine the requirements for evidencing whether a person qualifies as a high-net-worth...

FSTB Publishes Consultation Conclusions on Statutory Backing to Price Sensitive Information Disclosure Requirements

The Financial Services and Treasury Bureau ("FSTB") published on 11 February 2011 Consultation Conclusions (the "Conclusions") on proposals to grant statutory backing to price sensitive information ("PSI")...

The UKBribery Act 2010 – the Implications for Businesses Operating in Asia

The extensive jurisdictional reach of the UK Bribery Act 2010 (the "Act"), when it is finally implemented, will have significant implications for businesses operating in Asia which have a UK connection and for...

Reduction of the Minimum Shareholder Requirement for the Market Capitalisation-Revenue Test from 1000 to 300

Hong Kong Exchanges and Clearing Limited ("HKEx") published Consultation Conclusions on 21 January 2011 regarding proposed changes to the Market Capitalisation/Revenue Test under the Listing Rules for the Main Board...

HKEx Extends Trading Hours

Hong Kong Exchanges and Clearing Limited ("HKEx") will extend the trading hours of its securities and derivatives markets in two phases. The first phase will be effective on 7 March 2011 ("Phase 1") and the second...

SEHK and SFC Publish Joint Consultation Paper Proposing Changes to Property Valuation Requirements

On 3 December 2010 the Securities and Futures Commission ("SFC") and Stock Exchange of Hong Kong ("SEHK") released a joint consultation paper (the "Consultation Paper") outlining proposals to change the requirements...

HKEx Publishes Consultation Paper On Ex-Entitlement Trading

Hong Kong Exchanges and Clearing Limited ("HKEx") published a consultation paper ("the Consultation Paper") on 17 December 2010, regarding the possibility of changes to the current market practice of ex-entitlement...

HKEx Publishes Listing Decision on the Listing Eligibility of An Entity under Joint Control

The Company ("Company A") was involved in the automobile business on the Mainland and operated via a jointly controlled entity ("JCE X"). The Listing Rules do not currently cater for JCEs and Company A could not...

HKEx Publishes Consultation Paper on Review of the Code on Corporate Governance Practices and Associated Listing Rules

Hong Kong Exchanges and Clearing Limited ("HKEx") published a consultation paper on 17 December 2010 regarding proposed changes to the Code on Corporate Governance Practices ("the Code"), the Corporate Governance...

HKEx Publishes Consultation Paper on Proposed Changes to Requirements for the Listing of Debt Issues to Professional Investors Only

On 17 December 2010, Hong Kong Exchanges and Clearing Limited ("HKEx") published a consultation paper on proposed changes to the requirements for the listing of debt securities targeted exclusively at professional...

HKEx Amends Listing Rules to Accept Mainland Accounting and Auditing Standards and Mainland Audit Firms for Mainland Incorporated Companies Listed in Hong Kong

Hong Kong Exchanges and Clearing Limited ("HKEx") published on 10 December 2010 its Consultation Conclusions on the Acceptance of Mainland Accounting and Auditing Standards and Mainland Audit Firms for Mainland...

SFC SEHK Publish Joint Consultation Conclusions on the Proposal to Allow the Issue of Paper Application Forms with Electronic Listing Documents

On 1 April 2008 the Securities and Futures Commission ("SFC") and The Stock Exchange of Hong Kong ("SEHK") issued a Joint Consultation Paper proposing to allow listing applicants to issue paper application forms...

SFC Publishes Consultation Paper on the Regulatory Framework for pre-IPO Research Reports

The Securities and Futures Commission ("SFC") has published a Consultation Paper on possible amendments to the regulatory framework governing investment research reports issued before a first listing of equity...

Registration of Investment Managers with Sec

The Private Fund Investment Advisers Registration Act of 2010 (Act) was recently signed into law in the U.S. as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act, resulting in changes to...

SFC Publishes Consultation Conclusions Concerning the Regulatory Oversight of Credit Rating Agencies

The Securities and Futures Commission (SFC) has recently released its consultation conclusions regarding the regulatory oversight of credit rating agencies (CRAs). The SFC published a paper on the subject on 19 July...

HKEx Admits Brazil Japan and the Isle of Man as Acceptable Jurisdictions of Incorporation for Overseas Listing Applicant

Hong Kong Exchanges and Clearing Limited (HKEx) published three listing decisions last month, October 2010, increasing to thirteen the number of acceptable jurisdictions of incorporation for overseas companies...

HKEx Listing Committee Announces Interim Guidance on pre-IPO Investments

The publication on 13 October 2010 of interim guidance on pre-IPO investments aims to clarify the position in relation to pre-IPO investments pending a consultation on possible Listing Rule amendments. This comes...

SFC Publishes Consultation Paper on the Evidential Requirements under the Securities and Futures Professional Investor Rules

The Securities and Futures Commission ("SFC") has published a consultation paper on a proposal to refine the evidential requirements for evidencing a person's professional investor status ("Consultation Paper").

HKEx Publishes Consultation Paper on Proposed Reduction of Required Minimum Number of Shareholders for the Market Capitalisation-Revenue Test

The Stock Exchange of Hong Kong ("HKEx") has published a consultation paper on a proposed change to the minimum number of shareholders required for applicants listing under the Market Capitalisation/Revenue Test...

Consultation Conclusions on the First Phase Consultation of the Draft Companies Bill Published

On 30 August 2010, the Financial Services and the Treasury Bureau ("FSTB") published its Consultation Conclusions on the First Phase Consultation of the draft Companies Bill ("CB") ("Consultation Conclusions")...

SFC Dual Filing Update Identifies Shortcomings in Prospectus Disclosure

The Securities and Futures Commission (SFC) published its latest Dual Filing Update in July 2010 highlighting deficiencies in listing applications received during the six months ending March 2010. Out of 68 listing...

SFC Consults on Regulatory Oversight of Credit Rating Agencies

The Securities and Futures Commission (SFC) published a consultation paper (the Consultation Paper) on 19 July 2010, setting out its proposed regulatory regime to license and supervise the activities of credit...

Changes to Requirements for Circulars and Listing Documents of Listed Issuers

The Stock Exchange of Hong Kong (HKEx) has released its consultation conclusions on its proposed amendments to the requirements for circulars and listing documents as set out in its September 2009 consultation paper...

SFC to Implement Proposals to Enhance Regulation of Retail Structured Products

The Securities and Futures Commission (SFC) has announced its intention to proceed with proposals to transfer the regulation of public offers of structured products from the Companies Ordinance (CO) prospectus...

Changes to Connected Transaction Rules

The Stock Exchange of Hong Kong Limited ("HKEx") has published its consultation conclusions ("Consultation Conclusions") on its proposals to amend the connected transaction rules contained in its consultation...

Introduction to the New Main Board and Gem Listing Rules for Mineral Companies

Hong Kong Exchanges and Clearing Limited (HKEx) has published its Consultation Conclusions on New Listing Rules for Mineral Companies (Conclusions) setting out new listing rules for mineral and petroleum companies...

SFC Consultation Paper on Proposal to Stop Commenting on Routine Announcements under the Codes on Takeovers and Mergers and Share Repurchases and Proposed Miscellaneous Amendments to the Codes

The Securities and Futures Commission ("SFC") issued a consultation paper on 21 April, 2010 setting out proposed amendments to the Codes on Takeovers and Mergers and Share Repurchases (the "Codes") ("Consultation...

Revised Practice Note 15 in latest SFC Takeovers Bulletin

The Takeovers Bulletin sets out a revised Practice Note 15 that clarifies the Executive's practice regarding confirmation of sufficiency of financial resources. As a matter of practice, the financial adviser to...

FSTB and SFC Consultations on Proposals to Give Statutory Backing to Listed Companies Obligation to Disclose Price Sensitive Information

The Financial Services and the Treasury Bureau ("FSTB") and the Securities and Futures Commission ("SFC") have published consultation papers in relation to the FSTB's proposal to create a statutory obligation under...

HKEx Publishes Consultation Paper on Proposed Changes to its Connected Transaction Rules

HKEx has published a consultation paper (the "Consultation Paper") on proposed changes to its connected transaction rules. The proposed revisions address specific requirements of the connected transaction regime...

HKEx Streamlines Procedures for Listing Overseas Companies

The Stock Exchange of Hong Kong Limited (the Exchange) has issued guidance on the vetting practices it has adopted to facilitate the listing of overseas companies on the Exchange in the form of its HKEx Guidance...

HKEx Publishes Consultation Paper on Proposals to Allow Mainland Companies Listed on HKEx to Use Mainland Accounting and Auditing Standards and Mainland Audit Firms

HKEx has published a consultation paper (the "Consultation Paper") on proposals to accept financial statements prepared under the Chinese Mainland accounting standards, China Accounting Standards for Business...

HKEx Publishes Consultation Paper on Proposed Changes to Requirements for Circulars and Listing Documents of Listed Issuers

HKEx has published a consultation paper (the "Consultation Paper") on proposed changes to the requirements for circulars and listing documents of listed issuers. The review and suggested changes arose in response...

HKEx Consults on New Listing Rules for Mineral and Exploration Companies

The Stock Exchange of Hong Kong Limited (the Exchange) published a consultation paper on 11 September 2009, setting out its proposals to update Chapter 18 of the Main Board Listing Rules for companies involved...

SFC Consults on Increased Short Selling Disclosure

The Securities and Futures Commission (SFC) published a Consultation Paper on 31 July 2009 (the Consultation Paper) setting out proposals to introduce transactional reporting requirements and/or positional reporting...

HKEx Publishes Consultation Paper on Proposals to Accelerate Rights Issues and Open Offers

HKEx has published a consultation paper (the "Consultation Paper") on proposals to shorten the process for rights issues and open offers in order to facilitate fund raisings by listed issuers. HKEx is seeking view...

HKEx Consultation Paper on Proposed Changes to Filing and Checklist Requirements for Listing Equity Securities

On 26 June 2009, the Stock Exchange of Hong Kong Limited (the "Exchange") published a Consultation Paper on Proposed Changes to Filing and Checklist Requirements for the Listing of Equity Securities (the...

Recent Developments in Chinas Business and Securities Laws

This Note is for the purposes of providing general information on recent developments relating to Business and Securities Laws as at 18 June 2009 in China only. No responsibility is taken for the completeness and/or...

HKEx Potential Waiver from Profit Test Requirement for Main Board IPO Applicants

The Stock Exchange of Hong Kong Limited (the Exchange) issued a News Release on 5 June 2009 setting out the circumstances in which it may grant a waiver from strict compliance with the profit test requirements under...

Decision 55-2009-Qd-Ttg – New Regulations on Foreign Ownership of Vietnamese Companies

As of 1 June 2009, foreign ownership limits in public companies will be capped at 49%. The Prime Minister of Vietnam has signed Decision 55/2009/QD-TTg ("Decision 55"), dated 15 April 2009, on Foreign Ownership...

The Turner Review and Discussion Paper – a Regulatory Response to the Global Banking Crisis

On 18 March 2009, the Financial Services Authority (FSA) published a Review of the global banking crisis, conducted by Lord Turner, Chairman of the FSA (the "Review") along with the FSA's Discussion Paper 09/2...

Chinas Ministry of Commerce Rejects Coca-Colas Bid to Acquire China Huiyuan Juice Group

China's Ministry of Commerce ("MOFCOM") announced on 18 March 2009 that it has rejected Coca-Cola Company's ("Coca-Cola") US$2.4 billion (HK$19.65 billion) bid to acquire China Huiyuan Juice Group Limited ("Huiyuan")...

SFC Approves Listing Rule Amendments to Extend Black Out Period for Annual Results to 60 Days

The SFC has approved amendments to the Main Board and GEM Listing Rules to extend the black out period for directors' dealings prior to the publication of issuers' annual results from one month to 60 days...

HKEx Proposes Modification of the Black Out Period Extension and Moderates Position on Quarterly Reporting

The Stock Exchange of Hong Kong Limited (the Exchange) published a press release on 12 February 2009 setting out the revised proposals of its Listing Committee regarding the controversial extension of the black...

Changes to Designated Securities Eligible for Short Selling

The Stock Exchange of Hong Kong Limited (the Exchange) has announced that with effect from 12 February 2009 (Thursday), 25 additional securities will be eligible for short selling and 27 existing designated...

HKEx Proposes Mandatory Quarterly Reporting by Main Board Listed Companies from 2011 Year-End and Other HKEx Initiatives

The latest Status Report on New Product and Market Development Initiatives (Status Report) and the latest quarterly newsletter (Newsletter) published by the Hong Kong Stock Exchange (HKEx) on 19 January 2009...

SFC Emphasises Trigger and Creeper Provisions Will Not be Relaxed and Introduces New Takeovers Code Practice Note on Confirmation of Financial Resources

The Securities and Futures Commission has published its December 2008 Takeovers Bulletin which: reiterates the Takeovers Panel's October 2008 recommendation not to relax the trigger and creeper provisions in...

Implementation of the Extension of the Black Out Period Prohibiting Directors from Dealing in Securities of Listed Issuers Deferred

The Stock Exchange of Hong Kong Limited (the "Exchange") issued a press release on 30 December 2008 in relation to the deferred implementation of the extension of the "black out" period prohibiting directors from...

Consultation Conclusions on Proposed Companies Ordinance Amendments in Relation to Company Names Directors Duties Corporate Directorships and Registration of Charges Published

On 10 December 2008, the Financial Services and the Treasury Bureau (FSTB) published its second consultation conclusions on the rewrite of the Companies Ordinance (CO) covering company names, directors' duties...

HKEx Publishes Consultation Conclusions on Combined Consultation Proposals Listing Rule Amendments Take

The Stock Exchange of Hong Kong Limited (the Exchange) has published its Consultation Conclusions on Proposals in the 2008 Combined Consultation Paper (Consultation Conclusions). The Consultation Conclusions...

Listed Companies Disclosure Obligations HKEx Issues Reminder and Guidance

The Hong Kong Stock Exchange (the Exchange) has issued a letter to all issuers listed on the Main Board and Growth Enterprises Market (GEM) reminding them of their obligation to make timely public disclosure of...

No Change to General Offer Trigger Point and Creeper under Takeovers Code Guidelines for the Exemption of Listed Corporations from Part Xv of the SFO Amended to Facilitate Exchange-Traded Funds

The Takeovers Panel met recently to consider suggestions received by the Securities and Futures Commission (SFC) that, in light of current market conditions, the 30% general offer trigger point and the 2% creeper...

New Growth Enterprise Market Rules Come into Effect

Hong Kong Exchanges and Clearing Limited (HKEx) published its Consultation Conclusions on the Growth Enterprise Market (GEM) on 2 May 2008 which set out the amendments to the GEM Listing Rules which will be...

Hong Kong Depositary Receipt Framework to be Implemented

On 9 May 2008, the Stock Exchange of Hong Kong (the Exchange) published a new Chapter 19B to the Main Board Listing Rules which will allow issuers to list on the Main Board (but not the Growth Enterprise Market)...

HKEx Publishes Combined Consultation Paper on Amendments to the Listing Rules

The Hong Kong Stock Exchange (the Exchange) published its Combined Consultation Paper on Proposed Changes to the Listing Rules (the Consultation Paper) on 11 January seeking comments from the market on 18 substantive...

HKExs Revised Suspension Policy

From 10 March 2008, trading in a Main Board issuer's listed securities will no longer be suspended if the issuer publishes an announcement containing price sensitive information (PSI) between 6.00 a.m. and 9.00...

SFC Proposes to Mandate Electronic Submission of Disclosure of Interests Notices and Licensed Corporations Financial Returns HKEx Signs Mou With Hochiminh and Mongolia Stock Exchanges

The SFC has recently published two consultation papers setting out its proposals to: make electronic submission of Disclosure of Interests (DI) notices under Part XV of the Securities and Futures Ordinance mandatory...

Amendments to the Companies Ordinance Relating to Non-Hong Kong Companies

The amendments made by the Companies (Amendment) Ordinance 2004 to the provisions of the Companies Ordinance relating to overseas companies will come into effect on 14 December, 2007. The principal changes include...

Pilot Scheme Requiring the Early Posting of a Near Final Draft IPO Prospectus on the HKEx Website to Commence January 2008

The Stock Exchange of Hong Kong Limited (the Exchange) and the Securities and Futures Commission (SFC) published a Joint Policy Statement on 5 November 2007, announcing that they are launching a pilot scheme...

Listing Decisions on pre-IPO Convertible Bond Issues

Hong Kong Exchanges and Clearing Limited (HKEx) has published Series 59 of the listing decisions dealing with pre-IPO issues of convertible bonds. The decisions considered whether various terms, including...

SFC Publishes Guidance on Takeovers Code

The Securities and Finance Commission of Hong Kong (the SFC) has launched a series of newsletters aimed at providing guidance and interpretation on matters relating to takeovers in Hong Kong. The first Takeovers...

SFC Publishes Consultation Paper on Proposed Amendments to the Codes on Takeovers and Mergers and Share Repurchases

The Securities and Futures Commission (SFC) released a consultation paper (the Consultation Paper) on proposed amendments to the Codes on Takeovers and Mergers and Share Repurchases (the Codes) on 19 September 2007.

HKEx Publishes Consultation Paper on Periodic Financial Reporting

Hong Kong Exchanges and Clearing Limited (HKEx) released a Consultation Paper (the Consultation Paper) on Periodic Financial Reporting on 31 August 2007. The paper sets out HKEx's proposals to: shorten the half-year...

HKEx Proposes a Second Board Model for Gem Invites Responses on Consultation Paper

Hong Kong Exchanges and Clearing Limited (HKEx) released a Consultation Paper (the Consultation Paper) (see archive) on the Growth Enterprise Market (GEM) on 27 July 2007. The paper sets out HKEx's proposals for...

HKEx Issues Reminder to Listed Issuers Regarding Suspension Related Matters under the Electronic Disclosure Regime

HKEx's new regime for the electronic dissemination of regulatory information (the EDP) came into effect on 25 June 2007. Under the EDP, the HKEx websites become the primary channel for dissemination of regulatory...

SFC Adopts New Approach to Licensing of Fund Managers

The Securities and Futures Commission (the SFC) published a circular on 11 June 2007 (the Circular) setting out initiatives for simplifying and streamlining its licensing process for fund managers. These represent...

Abolition of the Requirement for Main Board Issuers to Publish Paid Newspaper Announcements

From 25 June 2007, with the launch of Phase 1 of its new regime for electronic dissemination of regulatory information (the Electronic Disclosure Project, (EDP)), Hong Kong Exchanges and Clearing Limited (HKEx) will...

Stock Exchange and SFC Announce Joint Policy Statement Regarding the Listing of Overseas Companies

On 7th March 2007, the Stock Exchange of Hong Kong Limited (SEHK) and the Securities and Futures Commission (SFC) published a Joint Policy Statement Regarding the Listing of Overseas Companies (Policy Statement).

Revised Approach Adopted for the Introduction of a Statutory Listing Regime

The Government proposes to introduce to Legco as soon as possible a Securities and Futures Amendment Bill implementing a new statutory listing regime. This will be in line with the revised proposals for extending...

New Position Limits for H-Shares Index Futures and Options

Subject to negative vetting by the Legislative Council, amendments to the rules on the position limits for Hang Seng China Enterprises Index (H-shares index) futures and options contracts will come into effect on...

HKEx Releases Strategic Plan for 2007-2009

The Hong Kong Exchanges and Clearing Limited (HKEx) has announced its Strategic Plan for 2007-2009 which adopts the following mission statement: to be a leading international marketplace for securities and derivatives...

Hong Kong Stock Exchange Accepts Listing of Companies Incorporated in Australia and British Colombia

In two related decisions in October and November 2006, the Stock Exchange of Hong Kong Limited (the Exchange) has decided to accept the listing of companies incorporated in Australia and British Colombia, subject to...

Abolition of Listed Issuers Short-Form Preliminary Results Announcements

The Hong Kong Stock Exchange (the Exchange) has announced that it will terminate its practice of publishing Main Board and GEM listed issuers' short-form preliminary results announcements (Summary Forms) on its...

SFC Publishes Consultation Conclusions on Possible Reforms to the Companies Ordinance Prospectus Regime

The Securities and Futures Commission (the SFC) has published its conclusions on the proposals set out in its August 2005 Consultation Paper for the modernisation of the prospectus regime governing the public offering...

Update on New Sponsor Requirements

The Securities and Futures Commission (SFC) published two circulars on September 5, 2006 in relation to the Guidelines for Sponsors and Compliance Advisers (Sponsor Guidelines), which form part of the Fit and Proper...

HKEx Publishes Guide on pre-Vetting Requirements for Announcements

The Hong Kong Stock Exchange (HKEx) has recently published its Guide on pre-vetting requirements for announcements (Guide) to assist listed issuers in meeting certain continuing obligations under the Listing Rules.

Stock Exchange Publishes Conclusions on Abolition of the Requirement for Main Board Issuers to Publish Paid Announcements in Newspapers

The Stock Exchange of Hong Kong Limited (the Exchange) has published its conclusions on its proposed abolition of the requirement for Main Board issuers to publish paid announcements in the newspapers and other...

New Requirements for Securities Firms and New Paid-Up Share Capital Requirement for Sponsors

The Securities and Futures Commission ("SFC") has gazetted amendments to the relevant rules under the Securities and Futures Ordinance and to the Code of Conduct for Persons Licensed by or Registered with the...

New Sponsor Requirements

New eligibility criteria and on-going obligations for sponsors will be implemented by the SFC with effect from January 1, 2007. Under the new regime, only corporate advisory firms meeting the new eligibility criteria...

SFC to Implement Securities Collateral Re-Pledging Limit in 2 Phases and HKFE Announces Revised Margins for H-Shares Index and Petrochina Futures Contracts

The SFC published a press release on February 6, 2006 confirming its intention to proceed immediately with its proposal to set a securities collateral re-pledging limit in light of the general support by members of...

SFC HKEx Publishes Discussion Paper on Gem

Hong Kong Exchanges and Clearing Limited ('HKEx') published its discussion paper on the Growth Enterprise Market (the 'Discussion Paper') on 20 January, 2006. The Discussion Paper does not contain a solution for GEM...

Stock Exchange Proposes Abolition of Requirement for Main Board Issuers to Publish Paid Announcements in Newspapers

The Stock Exchange of Hong Kong Limited (the "Exchange") has published an exposure paper with regard to its proposal to abolish the requirement for Main Board issuers to publish paid announcements in the newspapers...

SFC Launches a Six-Point Plan for the Derivative Warrants Market

The Securities and Futures Commission has released its 'Report on the Derivative Warrants Market in Hong Kong' which includes its Six-Point Plan for improving the market

HKEx Invites Comments on the Derivative Warrants Market

The Hong Kong Stock Exchange has published an article on derivative warrants that includes a discussion of the listing rule requirements and a discussion on the recent debate on derivative warrants

Amendments to the Hedge Fund Guidelines

Amendments to the Hedge Fund Guidelines in Chapter 8.7 of the Code on Unit Trusts and Mutual Funds came into effect on 30 September 2005. This note summarises the principal revisions to the Guidelines.

SFC Publishes Consultation Paper on Possible Reforms to the Companies Ordinance Prospectus Regime

The Securities and Futures Commission has published a consultation paper setting out its proposals for the final phase of its modernisation of the regime governing the public offering of shares and debentures

Amendments to the Definitions of Regulated Activities in Schedule 5 of the Securities and Futures Ordinance

The Securities and Futures Commission has published its Consultation Conclusions on the amendments to Schedule 5 to the Securities and Futures Ordinance proposed in its February Consultation Paper.

SFC Amendments to the Codes on Takeovers Mergers and Share Repurchases

The SFC has published its Consultation Conclusions on the changes to the Hong Kong Codes on Takeovers, Mergers and Share Repurchases and announced that the amendments will come into effect on 1 October 2005.

SFC Publishes Consultation Conclusions on Amendments to the Disclosure of Interests Regime

The Securities and Futures Commission has published the Consultation Conclusions on the Review of the Disclosure of Interests Regime under Part XV of the Securities and Futures Ordinance

Proposed New Regulatory Regime For Sponsors

Building on the existing regime for the licensing of corporate finance advisers, the SFC has published proposals for additional specific entry criteria and ongoing compliance obligations for sponsors.

Proposed Revision of the SFCs Guidance Note on Prevention of Money Laundering and Terrorist Financing and New Shareholder Remedies under the Companies Ordinance

SFC has published a consultation paper on its Proposed Revised Prevention of Money Laundering and Terrorist Financing Guidance Note & new shareholder remedies under Companies Ordinance effective on 15 July 2005

SFC-Authorised Funds and Unit Trusts Permitted to Invest in Listed Reits

Amendments to the SFC's Code on Unit Trusts and Mutual Funds allowing collective investment schemes authorised under the Code to invest in listed real estate investment trusts came into effect on 22 April 2005

Guidelines on Analyst Conflicts of Interest

The SFC's Guidelines to Address Analyst Conflicts of Interest impose strict requirements on investment banks and broker /dealers in relation to reducing and disclosing analysts' conflicts of interest.

Proposed Amendments to the SFO to Give Statutory Backing to Major Listing Rules

Proposed amendments to the SFO will codify the more important of the Exchange's Listing Rules into statutory listing requirements under the Securities and Futures (Stock Market Listing) Rules.

SFC Issues Consultation Paper on Amendments to the Disclosure of Interests Regime

It is proposed to extend the proposal to synchronise the reference dates for buyers and sellers completing a transaction within 4 days (see paragraph 9 above) to physically settled options. On the exercise of an...

Second Consultation Paper on Exemption of Offshore Funds from Hong Kong Profits Tax

The Hong Kong Financial Services and Treasury Bureau have issued a second consultation paper on the proposed exemption of offshore funds from Hong Kong profits tax.

Hong Kong Stock Exchanges Code on Corporate Governance Practices and Corporate Governance Report

The amendments to the Listing Rules relating to the Code on Corporate Governance Practices (the Code) and the Corporate Governance Report to be included in listed companies' annual and summary annual reports have...

Amendments to the Listing Rules Relating to the Regulation of Sponsors and Independent Financial Advisers

The Stock Exchange of Hong Kong Ltd. (the "Exchange") and the SFC have issued amendments to the Main Board and GEM Listing Rules including a new practice note on sponsor's due diligence as the first of 2 stages of...

New Companies Ordinance Prospectus Regime

General Requirements : the materials must not contain any substantive information not contained in the prospectus nor anything that is inconsistent with the information in the prospectus;the contents must not be false...

Hong Kong Legal Update

The Companies (Amendment) Ordinance 2004 (the 'Amendment Ordinance') was enacted on July 23, 2004 and is expected to come into effect towards the end of this year after the publication of a commencement notice in...

Summary of Changes to the GEM Listing Rules

The Rules have been amended to require the prior approval of shareholders (other than the relevant director and his associates) for a service contract that is to be granted to a director of the listed issuer or any...

Proposed Amendments to the Listing Rules Relating to the Regulation of Sponsors and Independent Financial Advisers

The Stock Exchange of Hong Kong (the Exchange) published draft amendments to the Main Board and GEM Listing Rules relating to the regulation of sponsors and independent financial advisers (IFAs) on May 4, 2004.

Amendments to The Main Board Listing Rules

Voting by poll (rather than by show of hands) is required for: connected transactions; all resolutions requiring independent shareholders' approval; granting of options to a substantial shareholder, an INED or any of...

The Companies Amendment Ordinance 2003

The Companies (Amendment) Ordinance 2003 (the CAO) is the first of a series of ordinances amending the Companies Ordinance (the CO) and will come into effect on February 13, 2004. The CAO implements certain corporate...

Recent Changes to the Companies Ordinance Prospectus Regime

The first phase of a 3 phase exercise to overhaul the regulatory regime for offers of shares and debentures has been completed. Phase 1 comprised the following initiatives: SFC Guidelines permitting the issue in...

Regulation Of Offers Of Investments Under Part IV Securities And Futures Ordinance

Part IV of the Securities and Futures Ordinance (the SFO) which came into effect on April 1 2003 regulates the offer of investment products to the public in Hong Kong. It builds on the provisions of the repealed...

The New Licensing Regime under the Securities and Futures Ordinance

One of the significant innovations introduced by the Securities and Futures Ordinance (the SFO) which came into effect on 1 April 2003 is its streamlining of the licensing regime which was previously spread over four...

Disclosure of Interests under the Securities and Futures Ordinance – Update

The SFC issued a revised outline (see archive) of Part XV of the Securities and Futures Ordinance (SFO) on 6 August (the Outline) which summarises the provisions of Part XV and contains detailed examples of how they...

Stabilisation under the Securities and Futures Price Stabilising Rules

The Securities and Futures (Price Stabilising) Rules (the Rules) made under the Securities and Futures Ordinance (the SFO) prescribe the circumstances in which price stabilisation may be carried out without...

Proposed Increased Regulation of IPO Intermediaries

The consultation paper on the regulation of sponsors and independent financial advisers (the Consultation Paper) published by the Hong Kong Stock Exchange (the Exchange) and the SFC sets out their proposals for...

Market Misconduct under the Securities and Futures Ordinance

The Securities and Futures Ordinance (SFO) which came into effect on 1 April 2003 establishes dual civil and criminal regimes under Parts XIII and XIV respectively in relation to all types of market misconduct.

Insider Dealing under the Securities and Futures Ordinance

The Securities and Futures Ordinance (SFO) which came into effect on 1 April 2003 establishes dual civil and criminal regimes (under Parts XIII and XIV respectively) in respect of all types of market misconduct.

Disclosure of Interests under the Securities and Futures Ordinance

Part XV of the Securities and Futures Ordinance (SFO) which came into force on 1 April 2003 extends the regime for disclosure of interests in Hong Kong listed securities. The attached note sets out a summary of the...