JUDICIAL ENFORCEMENT OF THE LISTING RULES IN HONG KONG

This article argues that the Listing Rules can be judicially enforced in Hong Kong. This is because the Listing Rules are "requirements" made pursuant to the Securities and Futures Ordinance (Cap 571) within the meaning of s 213(1)(a)(i)(B). The Securities and Futures Commission can therefore apply to the Court of First Instance for various orders to remedy a breach of the Listing Rules. This proposition is well supported by the express wording of the Ordinance and the case law (in particular, the Court of Final Appeal's decision in SFC v Tiger Asia Management LLC; while the decision concerns market misconduct rather than breaches of the Listing Rules, it is argued that the reasoning can apply by analogy). On this analysis, listed companies in breach of the Listing Rules can be ordered to compensate the general investing public under s 213. In addition, this article also considers whether a breach of the Listing Rules triggers s 214 of the Securities and Futures Ordinance and s 724 of the Companies Ordinance (Cap 622) (ie, unfair prejudice petition by shareholders).