Hong Kong SFC Issues Securities Guidance with New China Mainland Rules for Overseas Listings with Effect from 31st March 2023, H-Shares & Domestic A-Shares Must be Calculated Separately with No Transfer Between Exchanges
23rd March 2023 | Hong Kong
The Hong Kong Securities & Futures Commission (SFC) has issued a securities guidance with the new China Mainland rules for overseas listings (effective 31/3/23), with China H-Shares & China domestic A-Shares must be calculated separately with no transfer between the stock exchanges. Question: The Mandatory Provisions for Companies Listing Overseas (Mandatory Provisions), which deemed H shares and domestic shares of a PRC issuer as different classes of shares, are repealed with effect from 31 March 2023. If a PRC issuer has both H shares listed on The Stock Exchange of Hong Kong Limited (Stock Exchange) and domestic shares (A shares listed on a PRC exchange or unlisted domestic shares), how should the percentage figure of interests in its shares be calculated for the purpose of Part XV? Answer: Notwithstanding the repeal of the Mandatory Provisions, H shares and domestic shares of a PRC issuer trade on separate exchanges and they cannot be transferred between exchanges. As such interests in H shares of a PRC issuer should continue to be calculated as a proportion of the number of issued H shares separately from the number of issued domestic shares. The current practice of reporting H shares and domestic shares separately remains unchanged. See paragraph 2.6.9 of the Outline of Part XV of the Securities and Futures Ordinance (CAP. 571) – Disclosure of Interests. Please note that all notifications and reports made under Part XV should be submitted electronically through the DION System to the Stock Exchange for publication on the HKEX website. See below for more info.
” Hong Kong SFC Issues Securities Guidance with New China Mainland Rules for Overseas Listings with Effect from 31st March 2023 ”
Hong Kong SFC issues guidance in light of new Mainland rules for overseas listings
17th March 2023 – The Securities and Futures Commission (SFC) today released guidance to reflect the Mainland’s new regulations for overseas listings which will take effect on 31 March 2023.
(The new regulations were announced on 17 February 2023 in the Decision of the State Council to Repeal Certain Administrative Regulations and Documents (《國務院關於廢止部分行政法規和文件的決定》) issued by the State Council of the PRC and the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) and related guidelines issued by the China Securities Regulatory Commission. On 24 February 2023, the Stock Exchange of Hong Kong Limited published a consultation paperon proposed amendments to the Listing Rules which would apply to Mainland issuers after the new rules are implemented.)
The SFC issued a Frequently Asked Question (FAQ) relating to the “Disclosure of interests in PRC issuers” under Part XV of the Securities and Futures Ordinance, while the Takeovers Executive (Note 2) published Practice Note 25 to guide market practitioners on the application of the Codes on Takeovers and Mergers and Share Buy-backs under the new rules.
The new FAQ can be found on the SFC website under “Published resources – FAQs – Part XV – Disclosure of interests” and Practice Note 25 is available under “Regulatory functions – Corporates – Takeovers and mergers – Practice Notes”.
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