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Company Matters, Corporate Governance and Directors and Officers

  • A listed company must publish an announcement as soon as practicable in regard to any proposed alteration of its memorandum or articles of association or equivalent documents and in the case of a PRC issuer, any proposed request by the PRC listed company to a PRC competent authority to waive or otherwise modify any provision of the regulations.
  • A listed company must make an announcement where the listed company intends to change the place of the registered office, agent for service of process, share registrar (including any overseas branch share registrar), secretary, or compliance adviser. Certain changes in the circumstances of the listed company’s directors must also be disclosed, including where a director undergoes bankruptcy or related proceedings or suffers public sanction, conviction, investigation or is made a defendant in criminal proceedings.
  • An authorized representative of a listed company should only terminate his role as authorized representative after first notifying the HKEX of such proposed termination and the reasons therefor.
  • A listed company must announce immediately after approval by or on behalf of the board of any decision to declare, recommend or pay any dividend or to make any other distribution on its listed securities and the rate and amount thereof, any decision not to declare, recommend or pay any dividend which would otherwise have been expected to have been declared, recommended or paid in due course, any preliminary announcement of profits or losses for any year, half-year or other period; any proposed change in its capital structure, including any redemption of its listed securities; and any decision to change the general character or nature of the business of the issuer or group.
  • A listed company must immediately inform the HKEX and publish an announcement if the listed issuer fails to set up an audit committee or at any time has failed to meet any of the other HKEX Listing Rule requirements regarding the audit committee. Listed companies must set up an audit committee and/or appoint appropriate members to the audit committee to meet the requirement(s) within three months after failing to meet such requirement(s).

Accounts and Auditors

Under the HKEX Listing Rules, listed companies must issue annual and interim reports and make preliminary announcements of its results in respect of each financial year and for the first half of the financial year in respect of its results for the first six months of each financial year. Where a listed company is unable to make an announcement of its results, it must make a preliminary announcement providing a full explanation for its inability to make an announcement based on financial statements which have been agreed with auditors (full financial year) or based on unaudited financial statements (half year). The announcement must also contain the expected date of the announcement of the financial results for the financial year which in the case of a full financial year must have been agreed with the auditors.

Listed companies are also required to make an announcement relating to a change of auditors and or a change in their financial year including the reason for the change and any other matters that need to be brought to the attention of the holders of securities of the listed issuer.

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