Core Viewpoint - Hong Kong listed companies must strictly adhere to the Hong Kong Stock Exchange's Listing Rules and regulatory requirements when applying for a trading halt due to placement of new shares or other securities Group 1: Trigger Conditions for Trading Halt - A trading halt is triggered when a listed company becomes aware of undisclosed price-sensitive information that could significantly impact the stock price, necessitating an immediate halt until the information is disclosed [2] - Placement of new shares is considered a disclosable transaction, which is a primary reason for triggering a trading halt [2] Group 2: Time Requirements for Trading Halt - Companies must apply for a trading halt as soon as they become aware of insider information, typically before the market closes on the same day, to prevent information asymmetry and stock price volatility [3] - There is no fixed maximum duration for a trading halt, but it should be as brief as possible, with extensions requiring an application to the Stock Exchange [3] Group 3: Information Disclosure Requirements - During the trading halt and prior to resumption, companies must comply with the Listing Rules and Insider Information Disclosure Guidelines, ensuring the accuracy, completeness, and timeliness of disclosures [2] - A halt announcement must be made, stating the reason for the halt (e.g., "proposed share placement") and the expected resumption time, if available [2] Group 4: Key Details of Placement Operations - Placement is typically directed at professional institutional investors, avoiding public offerings to retail investors, which require additional compliance [4] - The pricing mechanism for placements usually involves a discount to the market price, typically not exceeding 20% of the benchmark price [4] Group 5: Approval Process and Resumption Conditions - The board of directors must approve the placement, with related directors abstaining from voting, and a special resolution from shareholders is required if the placement increases issued share capital by 20% or more [5] - Resumption of trading requires that all key information has been disclosed, the market has absorbed the information, and there are no unresolved compliance issues [5] Group 6: Consequences of Non-compliance - Failure to comply with trading halt or disclosure requirements may result in disciplinary actions from the Stock Exchange, including public reprimands, fines, and trading restrictions [5] - Potential for collective lawsuits from minority shareholders due to losses from insider trading [5]