In June 2016, The Stock Exchange of Hong Kong Limited (“SEHK”) and the Securities and Futures Commission (“SFC”) launched a joint consultation on “Proposed Enhancements to the Exchange’s Decision-Making and Governance Structure for Listing Regulations”. In September 2017, the consultation conclusions to the above joint consultation were published (“Conclusions”).
In the Conclusions, SEHK stated that it would conduct a separate consultation on the review system for decisions of the Listing Committee in 2018. The review included:-
- number of levels of review for “decisions of material significance”
- establishment of independent review committee
- publication of decisions made by the proposed new Listing Review Committee for non-disciplinary matters
On 10 August 2018, SEHK published the seperate consultation for the review of the Listing Committee’s decision as mentioned in the Conclusions (“Consultations Paper”).
Key proposals in the 2018 Consultation Paper are summarised as follow:-
- the current two-level review structure for decisions of material significance made by the Listing Committee be revised to one level of review
- a new independent review committee be established to replace the Listing (Review) Committee and the Listing (Disciplinary Review) Committee
- the decisions of the new Listing Review Committee for non-disciplinary matters be routinely published
- the Listing Rules be codified to allow SFC to make requests to the Listing Committee to consider and review any matters
The above consultation was considered by Council with the assistance of the Company Law Committee of the Law Society. The Law Society is generally supportive to the proposals of SEHK in the Consultation Paper subject to the following comments:-
- instead of revising the current two-level review structure to become one, a two-level structure be retained with the current Listing Appeals Committee being replaced by a new independent review committee
- instead of having former Listing Committee members to become members of the new independent review committee, the new review committee should include market practitioners who have not been members of the Listing Committee and are experienced with the Listing Rules
For further details, please refer to the submissions on the Law Society’s website: