CONSULTATION ON "REVIEW OF CHAPTER 37 - DEBT ISSUES TO PROFESSIONAL INVESTORS ONLY"

The Stock Exchange of Hong Kong Limited (the "Exchange") consulted the market in 2010 for its listing regime for debt issues to professional investors only ("2010 Consultation"). After the consultation, the Exchange in its Consultation Conclusion for the 2010 Consultation stated, among other things, that the Exchange would adopt a "light-touch approach" under the Professional Debt Regime, which has no prescribed disclosure requirements, and that vetting by the Exchange is limited to fulfilment of eligibility requirements and the inclusion of the prescribed disclaimer and certain statements. The Professional Debt Regime has been in place since November 2011 following the said Consultation Conclusion.

The Exchange lately reviewed the need to safeguard investors whilst maintaining an effective and appropriate listing platform for the continued development of the bond market in Hong Kong. In consequence thereof, the Exchange put forward various proposals and issued a consultation paper on 6 December 2019 on "Review of Chapter 37 - Debt Issues to Professional Investors only" ("Consultation Paper") to seek views.

The key proposals canvassed in the Consultation Paper included the following:

  1. raising the existing issuer's minimum net assets requirement from $100 million to $1 billion;
  2. introducing a minimum issuance size of $100 million;
  3. requiring issuers to state explicitly in the listing document the intended investor market in Hong Kong are professional investor only;
  4. requiring publication of listing documents on the Exchange's website on the listing date;
  5. disclosure guidance on certain special features in Chapter 37 debt securities and other disclosure-related matters, and
  6. introducing other amendments to the Listing Rules to enhance the regulatory oversight over issuers and guarantors' in terms of their continuing obligations.

The above consultation was considered by Council with the assistance of the Company Law Committee of the Law Society. A submission in general support of the proposals was issued. The submission can be found on the Law Society's website:

http://www.hklawsoc.org.hk/pub_e/news/submissions/20200206.pdf

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