Hong Kong’s Securities And Futures Commission Emphasises Timely And Accurate Disclosure Of Inside Information

The Securities and Futures Commission (SFC) today published the latest issue of its Corporate Regulation Newsletter, reminding listed companies to disclose inside information to the public as soon as reasonably practicable as this is central to the orderly operation of a fair and informed market.

The newsletter is part of the SFC’s initiatives to enhance the quality of disclosures by listed companies and to improve corporate behaviour in general.

The new issue urges listed companies to distinguish whether non-public information relating to ordinary day-to-day activities may constitute inside information. It also discusses the need for listed companies, prior to making an announcement (Note 1), to maintain confidentiality of inside information and to avoid trading suspensions or keep them as short as possible.

The newsletter reports that, as part of the SFC’s efforts to combat corporate fraud and misfeasance, the Corporate Finance Division has referred more than 50 cases to the Enforcement Division each year. In a related development, a recent ruling by the Market Misconduct Tribunal marks the first time it made a finding of breaches of the disclosure obligations imposed on listed companies (Note 2).

In addition, the newsletter reminds Chapter 37 debt issuers, which are considered to be listed companies (Note 3), that they too should issue inside information announcements in a timely manner.

Finally, companies are reminded to conduct appropriate assessments of the impact of three new International Financial Reporting Standards on financial instruments, revenue recognition and leases (Note 4).

The Corporate Regulation Newsletter is available on the SFC website. Members of the public may subscribe by filling out the form available under the "Subscribe" link. Comments and suggestions can be sent to CRnews@sfc.hk.

Notes:

1. As set out in the SFC’s "Guidelines on Disclosure of Inside Information", a corporation must disclose any inside information to the public as soon as reasonably practicable unless the information falls within any of the safe harbours as provided in the Securities and Futures Ordinance (SFO).
2. See the SFC’s 30 November 2016 press release for details.
3. Under Part XIVA of the Securities and Futures Ordinance (Disclosure of Inside Information), the definition of a listed corporation includes one whose securities are listed on The Stock Exchange of Hong Kong Limited. Issuers of debt securities under Chapter 37 of the Listing Rules are therefore considered to be listed corporations for the purposes of Part XIVA of the SFO.
4. IFRS 9 (Financial Instruments) and IFRS 15 (Revenue from Contracts with Customers) are effective for annual periods beginning on or after 1 January 2018. IFRS 16 (Leases) is effective for annual periods beginning on or after 1 January 2019. Equivalent Hong Kong Financial Reporting Standards will be adopted with the same effective dates.