The PRC authorities introduced the new overseas listing regime earlier this year, repealing certain administrative regulations and documents relating to overseas listing of PRC companies. To reflect these changes, the Stock Exchange of Hong Kong Limited (the "Exchange") made certain amendments to the Listing Rules relating to PRC issuers, which took effect on 1 August 2023.
Amendments to the Listing Rules Affecting PRC Regulations
The amendments remove the rule requirements that reflect the requirements set out in the repealed Mandatory Provisions for Companies Listing Overseas (the "Mandatory Provisions"). The removed requirements include:
- The class meeting and related requirements for the issuance and repurchase of shares by PRC issuers;
- The requirements for disputes involving H shareholders to be resolved through arbitration; and
- The requirements for PRC issuers' articles of association to include the Mandatory Provisions and other ancillary provisions.
The amendments also change the documentary requirements for new listing applications to reflect the PRC's new filing requirements for overseas listings of PRC-based companies.
Other Rule Amendments
In addition, the Exchange made rule amendments to align the requirements for PRC issuers with those applicable to other issuers. They include:
- Allowing the limits on general mandate for issuing new shares and scheme mandate for share schemes to be calculated with reference to a PRC issuer's total issued shares (instead of referencing each of domestic shares and H shares);
- Removing the requirements for directors, officers and supervisors of PRC issuers to provide undertakings to the issuers and their shareholders to comply with the PRC Company Law and their articles of association;
- Aligning minor requirements on compliance advisers under Chapter 19A (for PRC issuers) with those in Chapter 3A (for all issuers); and
- Removing certain requirements in Chapter 19A relating to: (i) online display or physical inspection of documents and (ii) disclosure in listing documents of new applicants.
The Exchange also made certain housekeeping rule amendments, which include removing duplicated provisions, updating outdated references, correcting clerical errors or addressing inconsistencies.
In light of the above rule amendments, PRC issuers may consider amending their articles of association to reflect the latest amendments to the Listing Rules.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
