Amendments to Main Board Listing Rules and GEM Listing Rules (Effective 1 March 2019)

On 1 February 2019, Hong Kong Exchanges and Clearing Limited (“HKEX”) published its consultation conclusions on “Proposed Changes to Documentary Requirements relating to Listed Issuers and Other Minor Rule Amendments” and the related amendments to the Main Board (“MB”) Listing Rules (“MB Rules”) and GEM Listing Rules (“GEM Rules”) (“Rule Amendments”).

Set out below are the major Rule Amendments:

• Revising the declaration and undertaking by directors and supervisors in the form set out in Appendix 5B, 5H and 5I of the MB Rules (for MB issuers) / Appendix 6A, 6B and 6C of GEM Rules (for GEM issuers) – (i) to include an undertaking to inform HKEX of the director’s or supervisor’s contact information, (ii) to grant HKEX with the power to gather information from supervisors and (iii) to align the MB Rules and the GEM Rules in relation to directors’ and supervisors’ obligations;
• Streamlining listed issuers’ filing requirements in respect of an issue of new securities;
• Removing the filing requirements for (i) documents that are submitted to HKEX for record only; and (ii) documents whose contents are already disclosed to the public; and
• Other minor Rule Amendments and housekeeping Rule Amendments.

The Rule Amendments have come into effect on 1 March 2019. Regarding streamlining listed issuers’ filing requirements, the relevant Rule Amendments apply to issues of securities announced by listed issuers on or after 1 March 2019.

This TechNews provides a summary of certain major Rule Amendments that listed issuers and their existing directors (and also supervisors for PRC issuers) would need to pay special attention.