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In this regard, issuers are reminded in the guidance letter to take effective and appropriate measures to preserve confidentiality of Inside Information. at: Charltons - Hong Kong Law Newsletter - Issue 288 - 12 May 2015We use cookies to offer you a better browsing experience.
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By definition, one-off, extraordinary, discontinued and other similar items are not expected to reoccur; the fact that they do not reoccur will therefore not normally constitute inside information which needs to be announced.Some companies announce an event as inside information more than once in the same year, for example in profit alerts or warnings for both the interim and year-end results.
The Exchange reserves the right to direct a trading halt of an issuer's securities if an announcement under … This is useful guidance and supports the general philosophy that if you receive information as or from an insider, as defined, and that information is not public and you make an investment decision which you would otherwise not have made at that time, you are likely to be in breach of the Act.
It is also important to emphasise that the information does not have to be specific enough to indicate whether the price of a share or other financial instrument will go up or down, for it to be ‘precise’.On its own, a piece of information may not be inside information. endstream If, however, the company has a track record of beating the market, or if analyst comments were more favourable, the company should still consider making an announcement. Article 14 of MAR prohibits the unlawful disclosure of inside information and makes it illegal.We recommend that you review your operating policies and procedures to ensure they enable your organisation to manage the operational, reputational and legal risks from handling inside information.You may not be able to follow all our suggested approaches to systems and controls in this note. substitute for detailed advice in individual cases. It is not necessary for the exact amount of the gain or loss to be confirmed by an auditor before announcement.Where an investment portfolio of listed shares has previously been disclosed - usually in the interim and annual accounts - no disclosure is necessary if there have been no significant changes to the portfolio.
/Parent 2 0 R is not responsible for any third party content which can be accessed through If a listing applicant does not disclose customer identities in its listing document, the listing applicant and its sponsor must take reasonable steps to ensure that this information is not included in any marketing communication provided to analysts or investors.The SFC notes that listing applicants sometimes offer incentive schemes to encourage purchase of shares in the IPO or the continued holding of IPO shares after listing, i.e. << >>
If information ceases to be inside information, the restrictions will no longer apply, so you may wish to keep the status of information which you have classified as inside information under review. 2 of April 2015 available at http://www.sfc.hk/web/EN/files/ER/Reports/CRN/CR_201504.pdf.The Securities and Futures (Stock Market Listing) RulesRule 6 of the Securities and Futures (Stock Market Listing) Rules sets out the SFC's powers to require further information and to object to listingIts contents do not constitute legal advice and it should not be regarded as a
Any incentive scheme that may unduly influence the already complicated decision of whether to invest is likely to be carefully examined by the SFC, which may object to the listing if there are sufficient concerns that the incentive scheme will unduly influence the investment decision.SFC Corporate Regulation Newsletter Issue no.
>> endobj This means that there must be a realistic prospect of the event happening. In addition to ensuring sufficient disclosure, sponsors are required to ascertain the accuracy of listing document disclosure through the conduct of reasonable due diligence. >> Under MAR, information is ‘precise’ if it indicates a set of circumstances which exist or which may reasonably be expected to come into existence. Many of the examples involve transactions such as takeovers, major restructurings, the acquisition or disposal of major assets, or the signing (or cancellation) of a major sales contract.There are however other circumstances which may give rise to the creation of inside information.
>> For example, a gain from the sale of a building which is announced in respect of a company's interim results does not need to be disclosed again as a factor resulting in increased profits for the year-end results. Examples of such measures include the use of code names in circulating draft documents among professional parties, and the execution of …
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/Filter /FlateDecode In these circumstances, you may need to make the announcement as soon as possible, regardless of whether the market is open.Your organisation should only pre-brief external parties before a public disclosure of information if there is a genuine need to tell them in advance and where it is necessary to do so in the normal course of an employment, profession or duties (See MAR, Article 10 (The procedures in this note should minimise the risk of leaks of inside information, but deliberate or accidental leaks can still happen. %�쏢 5 0 obj