Securities & Futures Commission of Hong Kong

A-shares Rights Issue Prospectuses

This FAQ is prepared by the Corporate Finance Division and aims to provide A-shares issuers with basic information on the registration and distribution requirements in relation to the issue of rights shares offering documents to Hong Kong investors.

Q1:

Can an A-shares issuer distribute a document offering rights shares to HK investors holding its A-shares?

A:

Yes. The document must comply with requirements under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (CWUMPO)), including the requirement for SFC authorization of the prospectus followed by registration with the Companies Registry.

Q2:

Can the PRC rights offering document be sent to HK investors holding A shares?

A:

The A-shares issuer will need to prepare a wrapper that contains the disclosure required under the CWUMPO (such as a statement that a copy of the prospectus has been registered as required by the CWUMPO).  The PRC rights offering document together with the wrapper will constitute the HK prospectus which must be authorized by the SFC and registered with the Companies Registry. HK investors may only be given the HK prospectus (i.e., the PRC rights offering document together with the wrapper).

Q3:

Are there any language requirements for the HK prospectus?

A:

Similar to other corporate communications made by A-shares issuers to their shareholders, the prospectus for an A-shares rights issue may be written in simplified Chinese only.   There is no translation requirement under the CWUMPO for rights issue prospectuses.

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