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A restructured listing framework with an integrated Listing Committee, streamlined listing process and strengthened back-end enforcement will be introduced to enhance Hong Kong's position as a premier capital formation centre and its status as an international financial centre.
"The Administration, the Securities and Futures Commission (SFC) and the Hong Kong Exchanges and Clearing Limited (HKEx) have reached consensus on a three-pronged programme to further enhance the quality and competitiveness of our market," the Secretary for Financial Services and the Treasury, Mr Frederick Ma, told a press conference today (July 24).
The three-pronged programme covers:
- Establishment of an integrated Listing Committee with remit to decide on Main Board and GEM listings and delistings. The Committee will have broadly based participation of market users including issuers, intermediaries and investors.
- Streamlined listing process administered by high calibre experts with overseas experience. Senior executives will vet all applications to identify key issues. This will shorten approval time and help reduce the overall listing costs.
- Strengthened back-end enforcement of disclosure requirements to ensure quality of information under the streamlined regime.
The new Listing Committee will start operation from January 1, 2003.
"The restructured listing framework will provide effective checks and balances, alleviate concerns of conflict of interests, and conducive to market development. We are confident that the new measures will improve the quality of listed companies and strengthen Hong Kong's position as a premier capital formation centre in the region. We intend to review this new framework in about two years' time," Mr Ma said.
"Given the market environment, we also attach utmost importance to upgrading the corporate governance standards in Hong Kong," he said.
"I am glad to note the consensus reached by SFC and HKEx to put forward the nomination of Messrs. Marvin Cheung Kin-tung, Moses Cheng Mo-chi and Vernon Francis Moore as candidates for the Chairmanship and Vice Chairmanship of the Listing Committee under the new framework," he added.
Speaking on the new listing framework, HKEx Chairman Mr Charles Lee said the new Listing Committee would consist of 24 - 30 independent members broadly based and representative of issuers, financial intermediaries and investors to be nominated by a Nomination Committee. The Chief Executive of HKEx will also be an ex-officio member of the Listing Committee to be supported by an integrated listing division of the HKEx.
Decisions of the Listing Committee are subject to appeal to a Listing Policy and Appeals Committee on specified grounds. A Disciplinary Appeals Committee will also be formed to hear appeals against disciplinary decisions. Both appeals committees will consist of two non-executive directors of HKEx and 10 - 13 independent members with broad representation.
In addition to the proposed new governance structure, Mr Lee said initiatives would be taken by the HKEx in the next few months to streamline the listing process and improve the quality of vetting. Under the streamlined process, senior executives of the Listing Division will vet all applications up-front to identify key issues. The Listing Division will focus on the administration of the Listing Rules while the listing applicants and their sponsors should assure the standard and the quality of the prospectus and related documents.
"The new approach is built on strengthened back-end enforcement. The guiding principle is that it is the responsibility of the listing applicants and their professional advisers to ensure full and proper disclosure of all material aspects of the listing applicant and its business and the associated risks. The clarification of the division of responsibilities between the Listing Division and the listing applicants and their sponsors regarding quality of the prospectus will contribute to the healthy development of the securities market in Hong Kong," Mr Lee said.
The new streamlined approach will reduce the time for bringing a listing application to the Listing Committee, and in turn help reduce the costs of listing.
The implementation of the new listing process requires support from market participants. The Listing Division will review the effectiveness and, if necessary, fine tune the process after 12 months of its full implementation.
In relation to back-end enforcement, SFC Chairman Mr Andrew Sheng said: "In a securities market that is disclosure based, and where investor protection is centred on the reliability of what issuers disclose, it is unequivocally the responsibility of companies and their advisers, and in particular listed company sponsors, to ensure compliance with the rules and to ensure the quality of disclosure."
"With a clearer alignment of responsibilities under the new system, credible enforcement of our disclosure rules becomes of prime importance, hence the proposals announced on 6 May 2002 to firmly establish the Securities and Futures Commission as the statutory regulator of corporate information disclosure," he added.
"The Commission will not hesitate to use the full range of enforcement options available to it under the new Securities and Futures Ordinance in order to tackle false or misleading disclosure by listed companies," Mr Sheng pledged.
Key elements of the new listing package and two flow charts on the proposed listing structure and listing process are at appendix.
- Key elements of listing measures
- Process overview in relation to non-disciplinary related listing matters after incorporating the proposed changes
- Flowchart for the Proposed New Listing Process
End/ Wednesday, July 24, 2002
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