Hong Kong – Key Amendments To Chapter 37 Of The Listing Rules (Debt Issues To Professional Investors Only).

Item

Rule

Position under existing Chapter 37 

Position under new Chapter 37

Remarks

A.   Eligibility Requirements

1.

37.05

An issuer[3] must have minimum net assets of HK$100 million.

An issuer[3] must have minimum net assets of HK$1 billion (NAV Requirement).

2.

37.05 

All “State Corporations” are exempted to comply with the eligibility requirements, including the NAV Requirement pursuant to Rule 37.05 and the requirement to provide audited accounts for the past two years pursuant to Rule 37.06 (Issuer Eligibility Exemptions).

A “State Corporation” is defined as:

“a company or other legal person which is directly or indirectly controlled or more than 50 per cent. of whose issued equity share capital (or equivalent) is beneficially owned by, and/or by any one or more agency of, a State or all of whose liabilities are guaranteed by a State”.

The definition of “State Corporation” has been amended to exclude entities which are controlled or majority owned by regional or local authority (Regional State Corporations).

The definition of “State Corporation” is amended as follows:

“a company or other legal person which is directly or indirectly controlled or more than 50 per cent. of whose issued equity share capital (or equivalent) is beneficially owned by, and/or by any one or more agency of, a State (which does not include any regional or local authority) or all of whose liabilities are guaranteed by a State”.

All Regional State Corporations have to comply with the NAV Requirement pursuant to Rule 37.05 and the requirement to provide audited accounts for the past two years pursuant to Rule 37.06. 

The Issuer Eligibility Exemptions will continue to apply to corporations controlled or majority owned by central governments (which in the case of the PRC, should include PRC central ministries and State-owned Assets Supervision and Administration Commission of State Council (SASAC)).

The Stock Exchange may require a legal opinion from an issuer’s legal counsel to assess whether an issuer/guarantor is a State Corporation.

3. 

37.09A

No minimum issue size requirement.

A minimum issue size of HK$100 million (or equivalent in other currencies) will apply to each issuance of Chapter 37 debt securities.

The minimum issue size requirement does not apply to:

B.   Issuer Statement on Intended Investor Market

37.31A

No issuer statement is required.

Issuers are required to state explicitly on the front cover of a listing document the intended investor market in Hong Kong (i.e. professional investors only). 

An example of the issuer statement is as follows:

“Notice to Hong Kong investors: The Issuer confirms that the [Bonds] are intended for purchase by professional investors only (as defined in the Securities and Futures Ordinance (Cap 571) and Rules made thereunder) and have been listed on The Hong Kong Stock Exchange Limited on that basis. Accordingly, the Issuer confirms that the [Bonds] are not appropriate as an investment for retail investors in Hong Kong. Investors should carefully consider the risks involved.”.

C.   Publication of Listing Document

37.39A

No publication of listing document is required.

Issuers are required to publish the listing document (in English or Chinese) on the website of the Stock Exchange (www.hkexnews.hk) on the date of listing.

For MTN programmes, this requirement applies to:

An appropriate disclaimer is required to be included in the announcement publishing the listing document to make clear that such publication would not amount to a public offer of securities.

This requirement does not apply to unlisted issuances under a listed MTN programme.

D.   Definition of “Professional Investors”

37.58

The definition of “Professional Investor” excludes “high net worth investors”.

A waiver application is required to be made to the Stock Exchange to extend the scope of “Professional Investor” to cover high net worth investors.

The definition of “Professional Investor” is amended to align with that definition under the Securities and Futures Ordinance to include high net worth investors.

Following the amendment to the definition of “Professional Investor”, the waiver application to the Stock Exchange to modify the definition is no longer required.