TENCENT(HK:00700) Sou Hu Cai Jing·2025-12-30 16:15Group 1 - The core framework for asset restructuring of companies listed on the Hong Kong Stock Exchange (HKEX) is governed by the Securities Listing Rules, focusing on chapters related to transactions requiring disclosure, connected transactions, takeover actions, and spin-off listings [1][3] - The primary regulatory principle is "disclosure-based," ensuring investor rights and transaction fairness through mechanisms such as classification management, mandatory disclosure, shareholder approval, and independent third-party verification [3][6] Group 2 - Transactions are classified based on asset ratio, profit ratio, revenue ratio, consideration ratio, and equity ratio, with specific thresholds for disclosure requirements: - Share transactions require brief disclosure if all ratios are <5% - Transactions requiring disclosure if any ratio is ≥5% and <25% - Major transactions require shareholder ordinary resolution and independent financial advisor opinion if any ratio is ≥25% and <75% - Very significant sales/acquisitions require shareholder special resolution, independent financial advisor, and valuation report if any ratio is ≥75% [6][12] - Disclosure obligations include transaction details, due diligence reports on the target assets, and independent financial advisor opinions [6][12] Group 3 - The detailed process for asset acquisition (very significant acquisition) includes several stages: 1. Preliminary preparation 2. Internal decision-making 3. Information disclosure 4. HKEX review 5. Shareholder approval 6. Implementation and delivery 7. Post-disclosure and integration [8][14] - The initial announcement must be made promptly after reaching a principle agreement, detailing transaction parties, target assets, consideration, transaction structure, and impact on the listed company [12][14] Group 4 - Independent third-party verification is mandatory for all major transactions and above, requiring the appointment of non-related independent financial advisors to assess transaction fairness [12][14] - Special provisions apply to takeover actions, which are defined by specific criteria, including significant acquisitions leading to a change in control or involving shell companies [12][14] Group 5 - Key considerations during the restructuring process include thorough due diligence, reasonable valuation, and timely disclosure to avoid regulatory risks [14] - Recent amendments to the HKEX listing rules in 2023 have strengthened regulations on shell companies and simplified processes for small transactions [15]