Abolition of Paid Announcement Requirement – An Overview January 2007

Outline

• Background • Project Objectives • Scope of Change • Implications • New Model • Operational Readiness • Way Forward • Implementation 2

Background

HKEx has a policy direction to abolish requirement for Main Board issuers to publish announcements by way of paid announcement in at least one English-language and one Chinese-language gazetted newspaper.

Apr 2001 Feb 2002 Nov 2005 The Listing Rules were revised to require dissemination of all listed issuers’ announcements through HKEx website in addition to publication as paid announcements in newspapers.

Electronic copies of other Listing Rules-related corporate communications (e.g. circulars and annual reports) were also submitted to HKEx for publication on its website.

Issuance of an exposure paper “Abolition of Requirement for Main Board Issuers to Publish Paid Announcements in Newspaper and Related Matters” Jul 2006

Q2 2007

HKEx published the exposure conclusion setting out the finalised regime in relation to the abolition of paid advertisement requirements and related matters.

Impact day of the new issuer information dissemination requirement

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Project Objectives

The No Paid Ad Project (NPA) aims to enhance the issuer information dissemination regime in Hong Kong by – abolishing the requirement for paid announcements in newspaper; – introducing mandatory electronic submission by listed issuers; – automating the process for publication of issuer documents on HKEx and GEM websites; and – enhancing the presentation and user-friendliness in the display and searching of issuer documents on HKEx websites 4

Scope of Change (Current Regime)

Issuers



Yes



No

Vetting?

ESS for vetting

     

Listing Division Scope of NPA

  Issuer announcements and other documents required under Listing Rules   

eSubmission system (ESS) ePublication System

(Announce ments and other documents)

(EPS)

HKEx websites

Investors or

Issuer Information Feed (IIS)

Information vendors

  CD-Rom/diskette

or

 Fax Input and uploaded by ISD (Pre-vetted announcements) ASCII-Text

AMS/3

Market Data Feed (MDF)/EMSIS ASCII Text Trading terminals  5

Scope of Change (New Regime)

Issuers



Yes



No

Vetting?

ESS for vetting

     

Listing Division Scope of NPA

  Issuer announcements and other documents required under Listing Rules

eSubmission System (ESS)

  

Investors

(Announce ments and

ePublication System (EPS)

other documents) HKEx website (Announcements and other documents) News alerts Issuer Information Feed (IIS)

Information vendors AMS/3

News alerts Market Data Feed (MDF)/EMSIS Trading terminals  6

Implications (1)

What does NPA mean for Hong Kong?

• Close alignment with international norms • Allows more timely dissemination of issuer announcements to the market • Builds the foundation to move towards the ultimate model of dissemination of information during trading hours, when considered appropriate • Assists in the move towards a post-vetting regulatory model 7

Implications (2)

What does NPA mean for issuers and investors?

Issuers

• • • • Reduce continuous listing costs Cease the requirement for the submission of text file version Adapt to new submission regime including mandatory usage of ESS, publication windows and selection of headline categories and title Establish own website

Investors

• • • • Clearer classification of issuer document due to headline categories and title Faster access to issuer documents due to straight through publication Adjust behaviour of HK-based retail investors regarding access to issuer documents (i.e. from newspaper paid announcements to online access via HKEx or issuer websites) Benefit to overseas investors 8

New Model (1)

Main Features - Overall

• MB issuers will no longer be required to publish their announcements in local newspapers in the form of

paid advertisements

• MB issuers will be required to publish

notification in newspapers

during 6-month interim period (Phase 1) 9

New Model (2)

Main Features - Submission Channel

• Mandatory use of HKEx’s Electronic Submission System (ESS) for submission of documents for publication on Exchange’s website and GEM website. No diskette or CD will be accepted.

• To submit documents for publication, all issuers and their agents need to be registered for ESS*.

• Security passwords will be issued to issuers (but not agents) * Non-listed offerors submitting Takeovers Code-related documents for publication on HKEx website will also need to be registered for ESS. Documents can be submitted by adviser but security passwords will be issued to offeror only. Thus early registration of offeror is recommended.

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New Model (3)

Main Features - Submission window

• • •

Announcements

No submission of announcements for publication during trading hours and lunchtime, except – results announcements (can be submitted 12:30 p.m.- 1:30 p.m. on business day), – overseas regulatory announcements, – standards and “supers” clarifying share price/turnover movements or media reports – suspension notifications Subject to above exceptions, business day submission windows are: – 6:00 a.m. – 9:00 a.m. (but may result in suspension) – 4:15 p.m. - 11:00 p.m.

Further submission window on non-business day immediately preceding business day: 6:00 p.m. – 8:00 p.m.

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New Model (4)

Main Features - Submission window

Documents other than announcements

• Documents other than announcements (e.g. circulars and annual reports) can be submitted for publication at

any time

during the ESS opening hours (i.e. 6:00 a.m. – 11:00 p.m.) • Simultaneous submission of

English and Chinese versions

(except listing documents and annual reports – submitted one immediately after the other) – if not, document will not be accepted by ESS • Exceptionally, some

single language documents

, e.g. overseas regulatory announcements 12

New Model (5)

Other Features – Issuer’s Own Website

• MB issuer must also publish full announcement on own website (if any) • All documents requiring publication on HKEx website must be published on issuer’s own website – Usual situation: no later than 1 hour after such submission – Exception: Document submitted after 7:00 p.m. - deadline for publication on issuer's own website is 9:00 a.m. on the following business day – Document must remain on issuer’s website for at least 5 years • Main Board issuer that does not have its own website will, before requirement for all issuers to have their own websites becomes effective, be required to publish its LR announcements in newspapers in addition to publication on HKEx website 13

New Model (6)

Other Features – Issuer’s Own Website

• 1 year after commencement of Phase 1, every issuer must have its own website where public must be able to access the document free of charge – Issuer's website does not need to be hosted on domain owned or directly operated by issuer – Website is assigned dedicated location on Worldwide Web – Website may be hosted on third-party domain or operated by third party, but issuer must retain control over contents of its website – Source of document must be from issuer (not from HKEx web site) • Upon requirement becoming effective, Main Board or GEM issuer that does not have its own website will be in breach of Listing Rules 14

New Model (7)

Other Features – Headline Categories/Title

• Mandatory selection of headline categories – When submitting document through ESS for publication on Exchange’s website, issuer must select all such headlines as may be appropriate (List of headline categories included as an appendix to the Listing Rules) – Responsibility to select correct headline on issuer – Submitter should endeavour to prioritise order of headlines – Issuer able to amend headlines through ESS within 5 days of publication (once only) • Mandatory use of title – Issuer must input into designated free-text field in ESS the same title as appears in document 15

New Model (8)

Other Features – Notification in newspapers

• Notification to be published in newspapers for 6 months (i.e. during Phase 1) instead of announcement • Notification does not require pre-vetting 16

New Model (9)

Headline category Free-text title Issuer’s own website Caveats Inspection of announcemen t

SAMPLE Notification

New Model (10)

Other Features - Suspension

• At present, suspension of trading first notified to public by means of short notice prepared by HKEx which is published on HKEx website • Starting with Phase 1, where issuer requests suspension, issuer must immediately submit announcement through ESS to HKEx for publication on HKEx website or GEM website informing of suspension and setting out brief reasons • Upon receipt of electronic copy from issuer, such announcement will be published by HKEx provided suspension has been effected • Suspension announcement is only required to be published on HKEx or GEM and issuer’s own website, no notification or announcement required in newspapers 18

New Model (11)

Other Features - Suspension

• Strict enforcement of 11:00 p.m. submission of announcement for publication deadline • General principle - electronic copy of announcement received by 11.00 p.m., notification published in newspapers next morning • 6:00 a.m. – 9:00 a.m. the following day - however, if PSI may need to suspend • To avoid suspension, strongly recommend adhering to general principle 19

New Model (12)

Summary Chart

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Operational Readiness (1)

• • • • •

To help ensure issuers/agents adequately prepared for changes:

Issuers/agents seminars Familiarisation sessions: – – – – week-ends 4-hour sessions conducted online: 9:00 a.m. – 1:00 p.m. (morning session) or 2:00 p.m. – 6:00 p.m. (afternoon session).

Issuers and advisers to be notified by letter of assigned session participation mandatory for issuers, optional for advisers Written confirmation of participation (and operationally ready and adequate knowledge of ESS) required of issuers Interactive e-learning CD Hotline (listing-related matters) : 2840 3577 Hotline (publication-related matters): 2840 3460 21

Operational Readiness (2)

Contingency measures

• If and when necessary to invoke any particular contingency measure, will publish relevant contingency arrangements on HKEx website - may allow for use of diskettes or CD ROMs • Such arrangements would only come into effect if and when, in our determination, there were problems with ESS preventing generally timely submission of documents to HKEx for publication • Issuer would not be permitted to invoke such contingency arrangements unilaterally 22

Way Forward

• Abolition of paid announcement requirement will also lay foundation for news dissemination model (being considered for the medium term) whereby: – issuers' announcements can be released at any time during the day, including during trading hours – majority of announcements are not vetted prior to release • Facilitate full and timely disclosure of price-sensitive information, as well as reduce incidence of trading suspensions, contributing to enhanced investor confidence in Hong Kong market.

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Implementation

• • • • ESS registration process Familiarisation and confirmation of participation

–

Security passwords being sent out to issuers in Q1 2007

Issuers must return acknowledgement slip for security passwords for activation by HKEx

Tentative commencement date:

Q2 2007

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Thank you!

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