Investor Presentaiton
Appendix G
Requirements applicable to entities not incorporated under the Hong Kong Companies Ordinance and
listed on the Stock Exchange of Hong Kong
overseas issuers or PRC issuers shall include the information necessary to enable holders of their listed securities to obtain any
relief from taxation to which they are entitled by reason of their holding of such securities (ref: A16.21 / GEM Rules 24.19 &
25. 31);
for overseas issuers or PRC issuers, the statement of reserves available for distribution to shareholders required by paragraph
29 of Appendix 16 to the MBLRS or GEM Rule 18.37 should be calculated in accordance with any statutory provisions
applicable in the issuer's place of incorporation or, in the absence of such provisions, with generally accepted accounting
principles (ref: A16.29(2) / GEM Rules 24.21 & 25.33); and
for PRC issuers, disclosures required by paragraphs 12-15 and 24 of Appendix 16 to the MBLRs relating to directors'
biographical details, interests and short positions in shares, underlying shares and debentures, interests in transactions,
arrangements or contracts, service contracts and emoluments also apply to the supervisors of the PRC issuers (similar
requirements in GEM Rule 18.28).
III.
Applicability of the Hong Kong Companies Ordinance
Paragraph 28 of Appendix 16 to the MBLRS specifically requires listed issuers, whether or not they are incorporated under the
Hong Kong Companies Ordinance, to include disclosures required under the following provisions of the Hong Kong Companies
Ordinance (Cap. 622) and subsidiary legislation (similar requirements in GEM Rules 24.20 and 25.32):
In financial statements:
(a) Section 383 - Notes to financial statements to contain information on directors' emoluments etc
(b) Schedule 4 - Accounting Disclosures relating to
. Part 1(1) Aggregate amount of authorized loans
Part 1(2) Statement of financial position to be contained in notes to annual consolidated financial statements
•
Part 1(3) Subsidiary's financial statements must contain particulars of ultimate parent undertaking
Part 2(1) Remuneration of auditor; and
(c) Companies (Disclosure of Information about Benefits of Directors) Regulation
In directors' report:
(a) Section 390 - Contents of directors' report: general#
(b) Section 470 - Permitted indemnity provision to be disclosed in directors' report
(c) Section 543 - Disclosure of management contract
(d) Schedule 5 - Content of Directors' Report: Business Review; and
(e) Companies (Directors' Report) Regulation
# Section 390(3)(b) of the Hong Kong Companies Ordinance (Cap. 622) as originally issued requires a company to disclose the
names of the directors of its subsidiaries when the directors' report accompanies consolidated financial statements. However,
this requirement was explicitly excluded from the level playing field requirements in the MBLRs and therefore issuers not
incorporated under the Hong Kong Companies Ordinance were only required to disclose the names of directors of the holding
company (Source: A16: Note 28.2)
With effect from 1 February 2019, Section 390 has been amended such that there is no longer a requirement for a company
incorporated under the Hong Kong Companies Ordinance to disclose the names of the directors of its subsidiaries in the
directors' report, provided the list of names is available at the company's registered office or its website. Therefore, with effect
from 1 February 2019, there is no longer a difference between issuers incorporated under the Hong Kong Companies
Ordinance and issuers not incorporated under the Hong Kong Companies Ordinance in this regard, so far as disclosure in the
directors' report is concerned.
As a result of the above, in the "Statement of compliance" note in the financial statements of issuers not incorporated under the
Hong Kong Companies Ordinance, the word "disclosure" is normally inserted before the words "requirements of the Hong Kong
Companies Ordinance", in order to specify that the financial statements have complied with the disclosure aspects of the Hong
Kong Companies Ordinance.
G2
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