Reed Smith In-depth

On 25 October 2022, the Hong Kong Stock Exchange (HKEX) published a new Guidance Note on Cooperation (Cooperation Guidance) that clarifies the HKEX’s expectations regarding cooperation. The Cooperation Guidance includes helpful examples of what constitutes good cooperation and describes what is regarded as uncooperative conduct. The HKEX has also updated its Sanctions Statement. This client alert is intended to provide some context to the HKEX’s new Cooperation Guidance and amendments to the Sanctions Statements, which should be considered by listed issuers and directors when handling HKEX investigations going forward.


Given the evolving regulatory landscape in recent years, it is not uncommon for Hong Kong-listed issuers and their directors to find themselves in the unenviable position of being the subject of an investigation by the HKEX for potential breaches of the Hong Kong Main Board Listing Rules (Listing Rules).

The HKEX’s new Cooperation Guidance (PDF download) provides helpful clarifications on what is and is not deemed to be cooperation from the HKEX’s perspective. It also specifically highlights the importance of timely engagement with the HKEX. The Cooperation Guidance also appears to draw much of its inspiration from the Guidance Note on Cooperation with the Securities and Futures Commission (SFC) issued in December 2017.

In parallel, the HKEX has also updated its Enforcement Sanctions Statement (PDF download) (Sanctions Statement) to provide further guidance on its enforcement approach with a specific focus on the HKEX’s expectations in respect of a listed issuer’s internal controls. The Enforcement Policy Statement (PDF download) has also been updated to include links to these documents. Directors and senior managers of listed issuers should familiarise themselves with the updated guidance to ensure they take appropriate steps and make informed decisions when facing an investigation and avoid potentially uncooperative conduct.