HONG KONG LAW
New HKEx Listing Decision Review Structure and Appointment of First Listing Review CommitteeThe Stock Exchange of Hong Kong Limited (HKEx) has announced the names of members of its new Listing Review Committee, which is the sole review body for decisions of HKEx’s independent Listing Committee as of 6 July 2019. Changes to HKEx’s Listing Rules took effect on the same date, the most significant of which are:
- Some of the Listing Committee’s most significant decisions, including a listing applicant’s rejection on suitability grounds, listing cancellation, certain disciplinary decisions, and the rejection of an application to lift a trading suspension, are now entitled to only one level of review by the new Listing Review Committee. Previously, these decisions were subject to a further right of appeal to the now abolished Listing Appeals Committee.
- The Listing Review Committee is made up of market participants with no current members of the Listing Committee, the HKEx or the Securities and Futures Commission (the SFC). Membership criteria are that the person has experience and expertise in the HKEx Listing Rules or is familiar with the work of the Listing Committee. In practice, members will generally be former members of the Listing Committee, who will be eligible for appointment to the Listing Review Committee two years after they cease serving on the Listing Committee.
- Listing Review Committee members are appointed for an initial period of 12 months and may be re-appointed subject to a maximum membership period of six years.
- Listing Review Committee decisions on non-disciplinary matters will be routinely published.
- The SFC’s right to request a review of any matter, including a review of a Listing Committee decision, is codified in the HKEx Listing Rules. The SFC is not however able to request a review of decisions of the Listing Review Committee.
Appointment of the first Listing Review CommitteeThe members of the Listing Review Committee are nominated by the Listing Nominating Committee and appointed by the Board of HKEx on the Listing Nominating Committee’s recommendation. The Listing Nominating Committee’s six members are representatives of the HKEx Board and SFC. Its current members are three non-executive members of the HKEx Board (Chairman Laura M Cha, Director Benjamin Hung and Director Anita Fung) and the Chairman and two Executive Directors of the SFC (Chairman Tim Lui, Chief Executive Officer Ashley Alder and Executive Director Brian Ho).
Listing Review Committee MembersMembers of Chairmen Pool All Listing Committee Review hearings must be chaired by a member of the Chairmen pool, the four current members of which are: CLARK Stephen Edward KO Yuk-yin, Teresa BBS JP LEE Ka Sze Carmelo JP TAYLOR Stephen Other members The Listing Review Committee must have at least 20 members (including at least four Chairmen) comprising at least six investor representatives and representatives of listed issuers and market participants (lawyers, accountants, fund managers, bankers etc.). The non-Chairmen members are: BROWN Melissa CHAN Freeman DICKENS Mark Francis JP DING Chen HUI Ching-yu, Christopher JIANG Guorong KEYES Terence LEUNG Pauline LIU Chee Ming NORRIS Nicholas PHADNIS Dhananjay SABINE Martin Nevil SCHLABBERS Manuel SOUTAR James Alexander WINTER Richard WOO Ka Biu, Jackson
Publication of Listing Review Committee DecisionsIn publishing the Listing Review Committee’s non-disciplinary decisions, HKEx aims to inform the market as to how it interprets and applies its Listing Rules. HKEx will however delay the publication of a decision if it contains price sensitive information, or withhold relevant parties’ names if their disclosure would be unduly prejudicial.