| History and Development |
| |
The Exchange first introduced the Listing Rules for overseas issuers in 1989, setting out the additional requirements, modifications or exceptions for them. The then Listing Rules focused primarily on overseas issuers incorporated in Bermuda and the Cayman Islands (which, together with the People’s Republic of China (“PRC”), were previously known as “Recognised Jurisdictions” as these jurisdictions were, and still are, the most common non-Hong Kong jurisdictions of incorporation for listing on the Exchange).
|
| |
| In March 2007, the Exchange and the SFC jointly published the Joint Policy Statement Regarding the Listing of Overseas Companies (“JPS”) with a view to providing a clear roadmap to overseas issuers incorporated outside the Recognised Jurisdictions seeking a listing in Hong Kong. The JPS set out, among other things, guidance on how these overseas issuers could meet the then Listing Rules requirement under which an overseas issuer must be incorporated or otherwise established in a jurisdiction where the standards of shareholder protection are at least equivalent to those provided in Hong Kong (“Equivalence Requirement”). |
| |
| A jurisdiction that met both the key shareholder protection standards and whose statutory securities regulator had adequate arrangements with the SFC for mutual assistance and exchange of information could be approved by the Exchange as an overseas issuer’s place of incorporation eligible for listing in Hong Kong (“Acceptable Jurisdiction”). |
| |
In September 2013, the Exchange and the SFC updated the JPS to refine and streamline the key shareholder protection standards. Based on information submitted by applicants who successfully sought the Exchange’s approval as an Acceptable Jurisdiction, the Exchange published a corresponding country guide (see the “Archived Country Guides” below) for each new Acceptable Jurisdiction to provide guidance for overseas issuers incorporated therein on how they could meet the key shareholder protection standards, among other things.
|
| |
In February 2018, the Exchange published the Consultation Paper on a listing regime for companies from emerging and innovative sectors (“February 2018 Consultation”). Following general support from the market, the proposals were adopted (see the relevant Consultation Conclusions) and, among other things, Chapter 19C of the MB Listing Rules was introduced and became effective on 30 April 2018 to facilitate secondary listings of Qualifying Issuers (i.e. overseas issuers primary listed on the New York Stock Exchange LLC, NASDAQ Stock Market, or the Main Market of the London Stock Exchange plc (and belonging to the UK Financial Conduct Authority’s “Premium Listing” segment)), including those with a centre of gravity in Greater China (“Greater China Issuers”). In tandem with the published conclusions to the February 2018 Consultation, the JPS was updated accordingly.
|
| |
In March 2021, the Exchange published the Consultation Paper on reforms to enhance the listing regime for overseas issuers and received majority support from the market for the proposals. The Consultation Conclusions were published in November 2021 and the new regime came into effect on 1 January 2022 (“Current Listing Regime”). The reforms, among other things, (i) removed the Equivalence Requirement and the distinction between Recognised Jurisdictions and Acceptable Jurisdictions; (ii) set and codified the core shareholder protection standards in MB Appendix A1/GEM Appendix A1 adopted for all issuers (including those incorporated in Hong Kong, Bermuda, the Cayman Islands and the PRC) based on the key shareholder protection standards in the JPS; (iii) codified the regulatory co-operation requirement1 and extended it to all issuers applying to list in Hong Kong (see the SFC’s website for their cross-border co-operation with overseas regulators); and (iv) relaxed the secondary listing requirements for Greater China Issuers and codified, with modifications, the available secondary listing routes.
|
| |
The country guides were published prior to the Current Listing Regime coming into effect, after which all issuers are required to comply with the core shareholder protection standards under MB Appendix A1/GEM Appendix A1. As such, all previously published country guides have been archived and the information in these country guides has not been updated. Issuers and their advisers are advised to exercise caution when reading these country guides. Further guidance may be issued on a case-by-case basis if there are novel issues relating to the listing of securities.
|
| |
Archived Country Guides
|
| |
Please see the table below for the archived country guides:
|