Charltons advises a wide range of listed companies, including state-owned and private PRC enterprises and overseas companies, on ongoing Hong Kong compliance with the Hong Kong listing rules, takeover code and securities laws. We have strong and long-term relationships with many listed companies, in some cases having advised them on their initial listing or even at the pre-IPO or early financing stage. Our lawyers bring to bear their considerable experience in dealing with the Hong Kong Stock Exchange, the SFC and other regulatory and governmental bodies in Hong Kong and the PRC in order to work out effective and practical solutions to complex regulatory and compliance issues faced by listed companies in Hong Kong.
We can assist in preparing annual reports and other periodic financial statements, help to draft announcements, circulars and other documents needed when a listed company carries out certain significant transactions, and advise generally on compliance matters for listed companies. We can also co-ordinate cross-border reporting for companies listed in Hong Kong and other jurisdictions. In particular, we can assist in respect of disclosure and reporting obligations of companies with dual Hong Kong and PRC listings.
In addition to day-to-day assistance on compliance and disclosure issues, we also help clients to draft and implement corporate governance and internal control guidelines, advise on the composition and terms of reference of audit and remuneration committees, and provide compliance training for directors and senior managers. We also advise listed companies on preparation for and conduct of board and shareholders’ meetings.
Companies listed on the Stock Exchange of Hong Kong (the “Exchange”) are subject to various ongoing Hong Kong compliance and corporate governance obligations imposed by laws, rules and regulations including, among others, the Listing Rules, the Securities and Futures Ordinance (the “SFO”) and the Codes on Takeovers and Mergers and Share Buy-backs. Set out below are two of the major kinds of disclosure and reporting obligations imposed on listed companies.
Disclosure of price sensitive information
The statutory regime governing listed corporations’ disclosure of price sensitive information is set out in Part XIVA of the SFO which came into effect on 1 January 2013. The regime is referred to as “Inside Information Provisions” in the Listing Rules.
The regime creates a statutory obligation on corporations to disclose inside information to the public, as soon as reasonably practicable after inside information has come to their knowledge. Breaches of the disclosure requirement will be dealt with by the Market Misconduct Tribunal which will be able to impose a number of civil sanctions including a maximum fine of HK$8 million on the corporation and on its directors and chief executive in certain circumstances.
The SFC can directly institute proceedings before the Market Misconduct Tribunal to enforce the disclosure requirement.
Disclosure and reporting obligations under the Listing Rules
The Listing Rules require listed companies to publish announcements in a wide range of situations. The following is a list of examples of the main situations in which a listed issuer is required to publish an announcement:
- Price- sensitive information under the SFO
- Notifiable transactions
- Connected transactions
- Advances and financial assistance to third parties
- Financial assistance to affiliated companies
- Pledge of controlling shareholder’s interest
- Takeover offers
Listed companies are also required under the Listing Rules to disclose financial information by way of annual report and accounts, half-year reports and accounts and preliminary announcements of results. Companies listed on the Growth Enterprise Market of the Stock Exchange are also required to publish quarterly reports.