On 12 April 2024, The Stock Exchange of Hong Kong Limited (Exchange) published conclusions on its consultation launched last October on its proposals to introduce a new treasury share regime under the Rules Governing the Listing of Securities on the Stock Exchange (Listing Rules).
As the Exchange received strong market support, it will adopt all the proposals, with minor modifications to address some of the market comments.
The Listing Rule amendments will take effect on 11 June 2024 (Effective Date).
According to the frequently asked questions published by the Exchange on the same day, before the Effective Date, listed issuers may seek shareholders’ approval for the amendments to their constitutional documents to allow them to hold and use treasury shares to the extent permitted under all applicable laws, rules and regulations. Further, issuers may also seek general mandate from their shareholders before the Effective Date for the resale of treasury shares, provided that they shall specify in the circular that they may use such a general mandate for the resale of treasury shares only after the Listing Rule amendments have come into effect. That means, listed issuers may consider seeking in advance the requisite shareholders’ approvals in their forthcoming annual general meeting so that they may take advantage of the new treasury share regime to hold and use treasury shares to the extent permitted under all applicable laws, rules and regulations once the new regime comes into effect.
This client alert summaries the key features of the new treasury share regime under the amended Listing Rules in the form of Q&A.
