FAQs Main Board Listing Rules Chapter 4

Transcription

1 FAQs Main Board Listing Rules Chapter 4 Under Rule 4.04 and 4.06, the Exchange has a discretion to accept an accountants' report on an acquired company for a shorter period than 3 financial years immediately preceding the acquisition. Under what circumstances will the Stock Exchange exercise this discretion? Will a shorter accounting period be acceptable where the listing applicant can satisfy the market capitalisation /revenue test under 8.05? The circumstances under which the Exchange will exercise this discretion are determined on a case-by-case basis. In the case of a new listing, if the applicant can satisfy the requirements, and is listed under the market capitalisation / revenue test and has financial information for 3 financial years, then such information should be disclosed in the prospectus. If the business of the applicant has existed for less than 3 years, the financial information for that shorter period will be acceptable. Similarly, for a transaction (which is not an initial public offering), if the target company has been in existence for a period of less than 3 years, the accountants' report should cover the period since the commencement of business or incorporation of the target company. FAQ Series 1, FAQ No. 15 LR reference: Main Board Rules 4.04, 4.06, 8.05 Released on 30/3/2004 How should an issuer present its ageing analysis of accounts receivable and accounts payable? A note has been added to the relevant Rules which states: "The ageing analysis should normally be presented on the basis of the date of the relevant invoice or demand note and categorised into time-bands based on analysis used by an issuer's management to monitor the issuer's financial position. The basis on which the ageing analysis is presented should be disclosed." For issuers in industries that do not issue invoices to their customers, there may be sales and purchase contracts entered into between the company and its customers which set out the agreed payment schedule. 1

2 In such cases, the issuer should present the ageing analysis based on the payment schedule set out in the sales and purchase contracts. FAQ Series 31, FAQ No. 7 LR reference: Main Board Rules 4.05(2)(a) and (b), Note 2 to Rule 4.05(2), paragraph 4(2)(a) and (b) of Appendix 16, Note 4.2 of Appendix 16 / GEM Rules 7.04(2)(a) and (b), Note 2 to Rule 7.04(2), Rules 18.50B(2)(a) and (b), Note to Rule 18.50B(2) Released on 6/2/2015 In a VSD, Listco proposes to sell its interest in a company acquired two years ago. Can Listco include, in the circular, the company's financial information from the acquisition date? The circular should contain the company's financial information for at least three financial years. FAQ Series 11, FAQ No. 5 LR reference: Main Board Rules 14.68(2)(a)(i), 4.06(1)(a) note / GEM Rules 19.68(2)(a)(i), 7.05(1)(a) note Released on 20/5/2010 Given the new and revised Hong Kong Standards on Auditing ( HKSAs ) on auditor reporting (the Auditor Reporting Standards ) issued by the HKICPA on 31 August 2015 are effective for audits of financial statements for periods ending on or after 15 December 2016, will the Exchange update the audit terminology used in the Rules with reference to the new and revised Auditor Reporting Standards? Yes. The Exchange is aware that the words qualified auditors reports and qualification used in the current Rules are out of date audit terminology. The table below summarises the terminologies used in the current Rules and HKSAs: Terminology used Meanings Current Rules HKSAs Matters that do affect the audit opinion: - qualified opinion Qualified / Qualification Modified opinion 2

3 - adverse opinion - disclaimer of opinion Matters that do affect the audit opinion: - qualified opinion - adverse opinion - disclaimer of opinion AND/OR Modified / Modification No specific equivalent term Matters that do not affect the audit opinion: - emphasis of matter - material uncertainty related to going concern The Exchange will update the audit terminology used in the Rules with reference to the new and revised Auditor Reporting Standards. We intend to consult the market on proposed Rule amendments in this regard in due course. In the meantime, issuers are reminded that their audit committee should have in-depth conversations with their auditors at an early stage (e.g. about key audit matters, going concern issues and other significant events or transactions that occurred during the reporting period). Doing so may help to minimise the risk of last minute surprises and avoid delays in releasing their annual results (see paragraph 51 of the Exchange s Financial Statements Review Report 2015, which is available on the HKEX website at: FAQ LR reference: Main Board Rules 4.18, 4.19, 14.67(6)(a)(i), 14.86, Practice Note 3 Paragraph 5, Appendix 1A Paragraph 35, Appendix 1C Paragraph 42(2), Appendix 1E Paragraph 35, Appendix 16 Paragraphs 45(7) and 46(8), Appendix 24 / GEM Rules 7.22, 7.23, 18.50(8), 18.51, 18.64, 18.76, 18.78(5), 19.67(6)(a)(i), 19.86, Appendix 1A Paragraph 35, Appendix 1C Paragraph 42(2), Appendix 17 Released on 6/1/2017 What are the disclosure requirements under Section 436 of the New Ordinance for a Hong Kong incorporated issuer publishing its: (a) annual / interim results announcement; 3

4 (b) interim report, quarterly results announcement / financial report, circulars or listing documents? (a) Section 436(3) of the New Ordinance requires the issuer to include a statement indicating that the statement of comprehensive income for a full financial year and/or the statement of financial position at a financial year end (the "Statements") presented in the account are not statutory financial statements under the New Ordinance. The issuer must also disclose whether (i) an auditor's report had been prepared; and (ii) the auditors gave a qualified or modified audit opinion on the Statements. (b) The issuer must also comply with the above disclosure requirements if the financial reports, circulars or listing documents contain the Statements. For details, please refer to Accounting Bulletin 6 "Guidance on the Requirements of Section 436 of the Hong Kong Companies Ordinance Cap.622" issued by Hong Kong Institute of Certified Public Accountants at: FAQ Series 31, FAQ No. 13 LR reference: Main Board Rules 13.48, 13.49(1), 13.49(6), to 14.69, & 11.04, to 11.19, & 14.62, 4.25 to 4.29 / GEM Rules 18.49, 18.53, 18.66, 18.78, 18.79, to 19.69, & 14.06, to 14.31, & 19.62, 7.27 to 7.31 Released on 11/9/2015 A listed issuer proposes to place new shares to independent third parties for cash consideration, details of which will be disclosed by way of an announcement as required under Main Board Rule / GEM Rule Where the listed issuer provides information about the impact of the proposed placing on its financial position, is it required to comply with Main Board Rule 4.29 / GEM Rule 7.31 if the announcement contains the following information? (a) The adjusted net asset value of the listed issuer group calculated based on the net proceeds from the proposed placing and its latest published consolidated net asset value. (b) A qualitative explanation of the effect of the proposed placing on its financial position (for example, the proposed placing would increase the net asset value of the listed issuer group). 4

5 Main Board Rule 4.29 / GEM Rule 7.31 sets out the standards of preparation and assurance associated with any disclosure of pro forma financial information (whether mandatory or voluntary) in any documents issued by the listed issuer under the Listing Rules. This requirement would therefore apply to announcements of the listed issuer. In the present case, the "adjusted net asset value" described in scenario (a) is regarded as pro forma financial information subject to Main Board Rule 4.29 / GEM Rule In scenario (b), while a qualitative explanation of the effect of the proposed placing on the listed issuer financial position is not subject to Main Board Rule 4.29 / GEM Rule 7.31, the listed issuer must ensure that information contained in the announcement is accurate and complete in all material respects and not misleading or deceptive under Main Board Rule 2.13 / GEM Rule FAQ Series 7, FAQ No. 68 LR reference: Main Board Rules 4.29 / GEM Rules 7.31 Released on 28/11/2008 What is the effective date of the Rule amendments in Main Board Rules Chapter 4 and GEM Rules Chapter 7? The amendments to Main Board Rules Chapter 4 and GEM Rules Chapter 7 in relation to disclosure of financial information in the accountants' report will be applicable for accountants' reports in listing documents and circulars relating to listing applications, reverse takeovers, major transactions and very substantial acquisitions where the latest period reported on in the accountants' report ends on or after 31 December Example: A listing applicant must comply with the revised Main Board Rules Chapter 4 (GEM Rules Chapter 7) in its prospectus if it contains a track record period ending on or after 31 December FAQ Series 31, FAQ No. 3 LR reference: Main Board Rules Chapter 4 / GEM Rules Chapter 7 Released on 6/2/2015 Can an issuer/a listing applicant adopt the Rule amendments in relation to Main Board Rules Chapter 4 (GEM Rules Chapter 7) earlier than the effective date? 5

6 Early adoption of the Rule amendments is permitted. Example: A listing applicant with the latest period reported on in the accountants' report ending on 31 March 2015 in its prospectus can adopt the revised Main Board Rules Chapter 4 (GEM Rules Chapter 7). FAQ Series 31, FAQ No. 4 LR reference: Main Board Rules Chapter 4 / GEM Rules Chapter 7 Released on 6/2/2015 6