Status of the Guide
This Guide has been produced to assist listed issuers to meet certain of their continuing obligations under the Listing Rules. It aims to identify:
- whether particular announcements require pre-vetting under the Listing Rules and provides cross-references to the relevant listing rule requirements; and
- the generally applicable headline categories for particular announcements.
Pre-vetting requirements
Users of this Guide should note that the narrative descriptions of the matter and/or transaction in question are not exhaustive and that the descriptions have been extracted from the Listing Rules and from examples of other announcements which are common in the Hong Kong market. Some of these other announcement descriptions are themselves derived from an obligation in the Listing Rules to publish a circular on the subject matter. The subject matter in relation to an announcement may fall under more than one of the descriptions provided.
The specific pre-vetting requirements for listed issuers' announcements are set out in Main Board Rule 13.52(2) / GEM Rule 17.53(2) which is only applicable to the certain types of announcements.
In addition to the specific requirement mentioned above, the Exchange may request to review any announcements prior to publication in individual cases under Main Board Rule 13.52A / GEM Rule 17.53A. It is envisaged that the Listing Division will only exercise this power in exceptional circumstances. This is generally the case where the Listing Division has an interest in reviewing certain disclosure in a listed issuer's announcement, for example, the Exchange has required the listed issuer to make certain specific disclosure in its announcement and such disclosure is necessary to ensure a fair, orderly and efficient market.
In such cases, the Listing Division will communicate to the listed issuer its direction to review the announcement prior to publication and the reasons for its decision.
Selection of headline categories
Please note that the headlines set out in this Guide for announcements issued under specific Listing Rules are those usually applicable to those Listing Rules. Sometimes however it may be necessary to select additional headlines. The Listing Rules require a listed issuer to, when submitting an announcement through HKEx-EPS for publication, select all appropriate headlines from the list of headlines set out in Appendix 24 of the Main Board Listing Rules / Appendix 17 of the GEM Listing Rules. As a general principle, a listed issuer should select all headlines that are applicable to the content of the announcement. If the announcement relates to more than one subject matters or is issued to satisfy different rule requirements, all headlines relating to the subject matters and rule requirements must be selected. In particular, the listed issuer should consider whether the subject matter / transaction of the announcement is inside information which requires disclosure under Main Board Listing Rule 13.09(2)(a) or GEM Listing Rule 17.10(2)(a), and if so, the headline "Inside Information" must be selected (in addition to those headlines applicable to the announcement under the other specific rule requirements). Please also refer to notes 5 to 9 in the Guide when choosing appropriate headlines for announcements.
Users are encouraged to refer to the Listing Rules themselves and, where necessary, seek qualified professional advice. In the event of any discrepancy between any of the contents of this Guide and the Listing Rules, as amended and interpreted from time to time, the provisions of the Listing Rules prevail.
The Listing Division is available for providing confidential guidance on listing matters. Listed issuers and practitioners are encouraged to contact the Listing Division at the earliest opportunity with any queries they may have on the Listing Rules.