On 31 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 of the proposals. The Conclusions were published on 19 November 2021 and the reforms will become effective on 1 January 2022. To enable market practitioners to familiarise themselves with the new requirements and transit smoothly into the new regime, the Exchange will publish relevant materials such as the amended Listing Rules, revised checklist and forms, new guidance materials and consequential amendments to the existing guidance materials in phases (which will be set out below) before the effective date of the reforms.
Issuers and their advisers are reminded to make prior arrangements to fully comply with the Listing Rules and guidance materials under the new regime.
Overseas listing applicants listing on or after 1 January 2022 will be assessed under the new regime and are expected to demonstrate how they are able to comply with the core shareholder protection standards and other requirements in the Listing Rules and guidance materials. Such applicants are expected to submit the revised checklists, forms and/ or templates below together with the listing application. Please also refer to the revised Guidance Letter HKEX-GL56-13 for details of the disclosure requirements.
For new listing applications which have been submitted and the listing will be on or after 1 January 2022, the applicants do not need to re-submit their documents and only need to confirm compliance with the new requirements based on existing provisions in their constitutional documents, domestic laws, rules and regulations to which they are subject or make appropriate amendments to their constitutional documents. Reference should be made to Guidance Letter HKEXGL111-22 and FAQ (Series 25) for more information.
Existing listed issuers should assess whether they need to (i) amend their constitutional documents to conform to the core shareholder protection standards; and (ii) publish a Company Information Sheet under the Listing Rules. Reference should also be made to FAQ (Series 25) for a summary of the requirements and the relevant transitional arrangements.
Issuers and their advisers are encouraged to consult the Exchange if they have any questions on or difficulties complying with any requirements under the new regime.
Guidance Materials (will only take effect from 1 January 2022)
- Revised Listing Rules
- Revised Checklists, Forms and Templates
- Guidance Letters
- Listing Decisions
- Frequently Asked Questions
This “Listing of Overseas Companies” corner contains other guidance materials on this subject.