Hong Kong Stock Exchange to implement minor amendments to Listing Rules
impacting Chapter 37 listed debt securities
On 24 January 2025, the Hong Kong Stock Exchange (the “HKEX”) published the conclusions (the “Conclusions”) to its August 2024 consultation regarding (i) further expansions to the “Paperless Listing Regime” in relation to equity securities and (ii) minor amendments to the Main Board Listing Rules (the “Listing Rules”) which will impact Chapter 37 listed debt securities.
For details on the expansion to the Paperless Listing Regime, see our separate bulletin. This bulletin focuses on the minor amendments to the Listing Rules which will impact Chapter 37 listed debt securities (the “Amendments”). For a more detailed discussion of the Amendments as outlined in the original consultation, see our previous bulletin.
The HKEX has stated that it will adopt all of the Amendments, which will come into effect on 10 February 2025. In addition, it has provided some helpful clarification in the Conclusions on certain aspects of the Amendments in response to market feedback as set out below.
Publication of certain prescribed announcements during trading hours
The HKEX has provided clarification on the “specified circumstances” under which an issuer may be permitted to publish prescribed announcements during trading hours – an issuer may publish prescribed announcements during trading hours:
- pursuant to LR37.46A[1] if in the announcement the issuer is only providing negative confirmations or refers to its previously published information;
- pursuant to LR37.47(b)[2] if in the announcement the issuer is only denying the accuracy of news or reports and/or clarifying that only its previously published information should be relied upon; and
- pursuant to LR37.48(b)[3].
Use of audited interim accounts for eligibility assessment
In relation to the new option for Chapter 37 applicants to submit audited interim financial statements in order to minimise the impact of any blackout period under LR37.06[4], the HKEX has confirmed that such interim financial statements must be audited. Interim accounts which have been reviewed (as would be the case for a number of potential issuers) would not be sufficient for this purpose.
Notification requirement in relation to any proposal to amend certain bond documents
The HKEX has clarified that LR37.49(b) will require an issuer to notify the HKEX in advance of any proposal to amend any document securing or constituting the debt securities, which includes indentures, fiscal agency agreements, terms and conditions, pricing supplements, deeds of covenant and deeds of guarantee.
[1] LR37.46A states that an issuer must, if requested by the HKEX, announce any relevant information so as to inform the market or to clarify the situation where the HKEX makes enquiries concerning unusual movements in the price or trading volume of an issuer’s listed debt securities, the possible development of a false market in its listed debt securities, or any other matters.
[2] LR37.47(b) states that an issuer must, after consultation with the HKEX, announce any information which is necessary to avoid a false market in the issuer’s listed debt securities.
[3] LR37.48(b) states that an issuer must announce any public disclosure which the issuer has made on another stock exchange about its listed debt securities.
[4] LR37.06 requires an applicant to have produced audited accounts for two years made up to a date that is at most 15 months before the intended date of the listing document.
