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May 20 Legal Update

Share This: Top stories HKEX censures Kong Sun Holding Limited, named former executive directors, non-executive and independent directors. (Press release) The case involves loans and advances (around RMB 1.6b) made by the (not directors) COO and financial controller (“FC”), without the board’s knowledge. These were non-interest bearing, unsecured, with no fixed date of repayment. The […]

Apr 20 Legal Update

Share This: Top stories Covid-19   (i) HKEX’s latest Listed Issuer Regulation Newsletter provides observations on issuers’ recent announcements of business updates, and guidance on disclosure best practices. It contains useful and practical guidance, with examples. It also addresses the impact of Covid-19 on accounting standards (E.g. impairment, lease contract modifications, subsequent events, critical judgment, etc.) […]

Mar 20 Legal Update

Share This: Top stories (i) SFC and HKEX issued a joint statement on how the government’s recent COVID-19 restrictions on public gatherings might impact annual general meetings (“AGMs”), extraordinary/special general meetings (collectively as “EGMs”). Such prohibition is currently in force until (as extended) 23 April 2020. Exemptions include gatherings required to be held within a […]

Feb 20 Legal Update

Share This: Top stories (i) SFC and HKEX issued a joint statement, and a set of frequently asked questions (“FAQs”)  to provide guidance to listed companies and their auditors on disclosure of financial information in view of travel and other restrictions given the COVID-19 virus.  Further announcement (“Further Guidance”) was issued on 16 March. Where […]

Jan 20 Legal update

Share This: Top stories HKEX review:  annual reports disclosure   HKEX published a report on its review of issuers’ annual reports for financial year ended between Jan to Dec 2018.  (Click: press release; full report; our Jan 19 legal update for the last review) This covers: (i) review of disclosure in annual reports to monitor […]

Nov/Dec 19 Legal Update

Share This: Top stories ESG: HKEX consultation conclusions; reports review; investor trends   (i) HKEX published consultation conclusions on “Review of ESG Reporting Guide and related Listing Rules”.  (Click: Press release; full report; Listing Rule amendments) It is important to note that the proposals focus on the board’s governance and roles, beyond “technical reporting”.  They […]

Oct 19 Legal Update

Share This: Top stories New SFC cases on director duties in acquisitions/disposals   Two new cases illustrated “recurring types of misconduct” referred in SFC’s recent Statement on the Conduct and Duties of Directors when Considering Corporate Acquisitions or Disposals. (Background: our July 19 legal update) (i) SFC obtained disqualification orders (s. 214, Securities and Futures […]

Sep 19 Legal Update

Share This: Top stories Two notable enforcement cases   (i) HKEX criticizes Yashili International Holdings Limited for repeated breaches of the Listing Rules, and raised concerns on internal controls. (Click: Press release). The case relates to delay in announcing  7 “connected transactions” (“CTs”) during Jan-Aug 2017. The issuer previously received two “caution letters” (in 2014, […]

Aug 19 Legal Update

Share This: Top stories HKEX published its Enforcement Newsletter, covering 1H 2019.   The regulator’s Head of Enforcement, Listing Department outlined its current enforcement focus, and way forward. There was an increase in cases with compliance breaches caused by internal controls deficiencies. HKEX will also “sharpen up its focus on individual conduct” for Listing Rules […]

Jul 19 Legal Update

Share This: Top stories SFC Statement on director duties in acquisitions/disposals   SFC published a Statement on the Conduct and Duties of Directors when Considering Corporate Acquisitions or Disposals. Broadly, this statement is a follow-up on SFC’s Guidance Note on directors’ duties in the context of valuations in corporate transactions (for details: our May 17 […]