SFC issues guidance in light of new Mainland rules for overseas listings

On March 17, 2023, the Securities and Futures Commission of Hong Kong, SFC, issued a statement to inform that it has published a new Practice Note (PN25) and a new frequently asked question (FAQ) to guide issuers with respect to new regulations of the People’s Republic of China (PRC) relating to „overseas listings“. The Practice Note thereby elaborates on the new regulations which eliminate the differentiation between domestic shares (including listed A shares) denominated in RMB and foreign shares denominated in other currencies (e.g. H shares in HK$) and provides guidance as to the application of several provisions under the Codes on Takeovers and Mergers and Share Buy-backs following the abolition of this differentiation.
The issued FAQ covers same issue and reads as follows – as quoted:
Q1: The Mandatory Provisions for Companies Listing Overseas (Mandatory Provisions), which deemed H shares and domestic shares of a PRC issuer as different classes of shares, are repealed with effect from 31 March 2023. If a PRC issuer has both H shares listed on The Stock Exchange of Hong Kong Limited (Stock Exchange) and domestic shares (A shares listed on a PRC exchange or unlisted domestic shares), how should the percentage figure of interests in its shares be calculated for the purpose of Part XV?
Answer: Notwithstanding the repeal of the Mandatory Provisions, H shares and domestic shares of a PRC issuer trade on separate exchanges and they cannot be transferred between exchanges. As such interests in H shares of a PRC issuer should continue to be calculated as a proportion of the number of issued H shares separately from the number of issued domestic shares. The current practice of reporting H shares and domestic shares separately remains unchanged. See paragraph 2.6.9 of the Outline of Part XV of the Securities and Futures Ordinance (CAP. 571) – Disclosure of Interests.
Please note that all notifications and reports made under Part XV should be submitted electronically through the DION System to the Stock Exchange for publication on the HKEX website.