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1、New MB Chapter 18/GEM Chapter 18A Mineral Companies,Janet ChiuAssistant Vice PresidentCompliance and Monitoring Department Listing Division,HKEx,New MB Chapter 18/GEM Chapte,2,Background,2,2Background11 September 20,3,Ensure investors are provided with material,relevant and reliable information rela
2、ting to mineral assets Align our rules with international standardsBroaden investor choice by allowing the listing of exploration companies with“identified resources”(i.e.at least indicated mineral resources/contingent petroleum resources),Purpose of the reform,3,3Purpose of the reform 3,4,The brand
3、-new Main Board Chapter 18/GEM Chapter 18A set out:additional eligibility and disclosure requirements for new listing of mineral companiesdisclosure requirements for transactions involving mineral and/or petroleum assets continuing obligations to provide update on issuers mining operationsMain Board
4、 Guidance Note 7/GEM Practice Note 4 provides a suggested risk assessment for mineral companiesMain Board Appendix 25/GEM Appendix 18 specifies the content of a competent persons report for petroleum assets,New Listing Rules for Mineral Companies,4,4New Listing Rules for Min,5,Agenda,Definition of“M
5、ineral Company”New listing requirements for Mineral CompaniesImpact of the new Rules on listed issuersTransaction related obligationsContinuing obligations,5,5Agenda 5,What is a mineral company?,6,What is a mineral company?,7,A new applicant whose major activity is the exploration for and/or extract
6、ion of natural resourcesActivity representing 25%of assets,revenue or operating expenses of the issuer group A listed issuer that completes a major or above acquisition of mineral and/or petroleum assets,Who will become a“Mineral Company”?(1),7,7Who will become a“Miner,8,They will not be automatical
7、ly treated as Mineral Companies.They would be treated as Mineral Companies only if they undertake major(or above)acquisitions of mineral and/or petroleum assets after the new Rules take effect.,Who will become a“Mineral Company”?(2),8,8 Who will become a“Mine,New listing requirements for Mineral Com
8、panies,9,New listing requirements f,10,Exploration/extraction rights,MLR 18.03(1)/GLR 18A.03(1)Must have adequate rights which provides sufficient influence over the exploration for and/or extraction of natural resources,either through:control over majority of assets;or other rights under arrangemen
9、ts acceptable to the Exchange,10,10Exploration/extraction r,11,Portfolio of reserves/resources,MLR 18.03(2)/GLR 18A.03(2)Must have discovered at least a portfolio of:Indicated resources(for mineral companies)Contingent resources(for petroleum companies)This portfolio must be meaningful and of suffic
10、ient substance to justify the listing.Early stage exploration assets are not eligible for listing at this time.,11,11Portfolio of reserves/re,12,Working Capital,Must have sufficient working capital for 125%of present requirement for at least the next 12 months(MLR 18.03(4)/GLR 18A.03(4)Must also pro
11、vide production detailsCompanies in production provide an estimate of cash operating costs(MLR 18.03(3)and 18.06/GLR 18A.03(3)and 18A.06)Companies not yet start production demonstrate a clear path(with indicative dates and costs)to commercial production supported by an independent Scoping Study(i.e.
12、a preliminary evaluation of economic viability of mineral resources)(MLR 18.07/GLR 18A.07),12,12Working Capital12,13,Track record requirement,MLR 18.04/GLR 18A.04Mineral Companies unable to satisfy the track record requirements can still apply for listing if:its directors and senior managers,taken t
13、ogether,have sufficient experience relevant to the exploration and/or extraction activity that the mineral company is pursuing(individuals relied on must have at least 5 years experience)Considerations:The companys primary activity is the exploration for and/or extraction of natural resourcesCompani
14、es that are already in production will not be considered favourably unless they have development activity on hand and can demonstrate a path to commercial production,13,13Track record requirement,14,MLR 18.05-18.08/GLR 18A.05-18A.08 set out the required disclosures,including:A Competent Persons Repo
15、rt on reserves and resourcesA statement confirming no material changes since the effective date of the Competent Persons Report/descriptions of any material changesDetails of all prospecting,exploration,exploitation,land use and mining rights,and details of material rights to be obtainedSpecific and
16、 general risksDisclosure on social and environmental considerations,if relevant and materialFor those not yet in production,plans to production with indicative dates and costs supported as least by a Scoping Study,Listing documents for new applicants,14,14Listing documents for ne,Impact of the new R
17、ules on listed issuers,15,Impact of the new Rules on,16,Impact of the new Rules on listed issuers(1),The new Rules only affect Non-Mineral Companies if:they acquire material mineral and/or petroleum assetsthey publicly disclose details of their reserves and/or resourcesThe new Rules are not intended
18、 to have retrospective effect.On completion of the acquisition,they will be treated as a Mineral Company,16,16 Impact of the new Rul,17,Impact of the new Rules on listed issuers(2),In addition to the above,they are subject to additional disclosure obligations when they:dispose of material mineral an
19、d/or petroleum assetspublish interim/annual reports,17,17Then how about those iss,Summary of events triggering listed issuers obligations under the new Rules,18,Summary of events triggering,Transaction related obligations,19,Transaction related obliga,20,Key principles,To provide investors and share
20、holders with sufficient and reliable information on significant transactions involving mineral and/or petroleum assets.Information on mineral and petroleum assets must be:prepared in accordance with widely recognised reporting codes substantiated by independent competent personpresented in readily u
21、nderstandable manner with sufficient details,20,20Key principles 20,21,What Transactions are subject to the new Rules?,Note:Aggregation principles under MLR14.22/GLR19.22 apply,21,21What Transactions are s,22,What should be disclosed for acquisition cases?(1),For acquisition transactions,on top of M
22、B Ch 14&14A/GEM Ch 19&20(if relevant)requirements,the circular must include the following additional information in respect of the assets being acquired:A Competent Persons Report(MLR 18.09(2)/GLR 18A.09(2)No material changes statement/descriptions of any material changes since the effective date of
23、 the Competent Persons Report(MLR 18.05(2)/GLR 18A.05(2)Disclosure of specific and general risks(MLR 18.05(5)/GLR 18A.05(5)Other relevant and material information(MLR 18.05(3),(4)&(6)/GLR 18A.05(3),(4)&(6)However,a Valuation Report on the mineral or petroleum assets being acquired must be provided i
24、n this scenario(MLR 18.09(3)/GLR 18A.09(3),22,22What should be disclosed,23,What should be disclosed for acquisition cases?(2),MLR 18.12/GLR 18A.12 provides for dispensation from the CPR or Valuation Report requirements if the issuer can:provide a previously published report which complies with the
25、required reporting standard and is no more than six months old;andprovide a statement confirming no material changes since the effective date of the previously published report;The issuer must obtain prior written consent of the responsible Competent Person/Competent Evaluator for the publication of
26、 these materials.(MLR 18.13/GLR 18A.13)(FAQ series 12,No.14),23,23What should be disclosed,24,What should be disclosed for disposal cases?,For disposal transactions,on top of MB Ch 14&14A/GEM Ch 19&20(if relevant)requirements,the circular must include the following additional information in respect
27、of the assets being disposed of:a Competent Persons Report(MLR 18.09(2)/GLR 18A.09(2)details of any material liabilities that remain with the issuer on the disposal(Note to MLR 18.09(4)/GLR 18A.09(4)The Exchange may dispense with the requirement for a CPR on disposals where shareholders have suffici
28、ent information on the assets being disposed of(FAQ series 12,No.12),24,24What should be disclosed,Competent Persons Report(CPR)(1),Notes:Subject to modifications under MLR 18.30/18.33 or GLR 18A.30/18A.33MB Appendix 25/GEM Appendix 18 set out the content of a CPR for petroleum assets,MLR 18.28-18.3
29、3/GLR 18A.28-18A.33 specify the reporting standards for CPR:,25,Competent Persons Report(C,26,The required reporting standards assess what is commercially extractable while some standards focus on“in-situ”estimates.Where information is presented in accordance with other reporting standards,a reconci
30、liation to the required reporting standards must be provided.We will monitor the development of other codes to ensure our position reflects international best practice.(FAQ series 12,No.18),Competent Persons Report(CPR)(2),26,26 Competent Persons Rep,Mineral Reporting(Modifications),For CPR on miner
31、al reserves and/or resources,issuers must also satisfy the modifications under MLR 18.30/GLR 18A.30:Estimates of mineral reserves are supported,at a minimum,by a pre-feasibility study.Estimates of mineral reserves and resources must be disclosed separately.Indicated and measured resources can be inc
32、luded in economic analyses but basis on which they are economically extractable and the discount for conversion to mineral Reserves must be disclosed.Valuations for inferred resources are not permittedFor profit forecasts and forward looking valuations,the basis for commodity prices and material ass
33、umptions must be included,as well as sensitivity analyses on price.,27,Mineral Reporting(Modificat,Petroleum Reporting(Modifications),For CPR on petroleum reserves and/or resources,issuers must also satisfy the modifications under MLR 18.33/GLR 18A.33:Method and reason for choice of estimation of pe
34、troleum reserves must be disclosed(i.e.deterministic or probabilistic).If NPVs attributable to proved and proved plus probable reserves are disclosed,they are presented:-on a post-tax basis at varying discount rates or a fixed discount rate of 10%-using a forecast price or a constant price as base c
35、aseEconomic values must not be attached to possible reserves,contingent resources or prospective resources,28,Petroleum Reporting(Modific,Valuation Report(1),Note:Only VALMIN Code is applicable to petroleum assets.Disclosure of basis of valuation,assumptions and reasons for the selection of valuatio
36、n methodIf more than one valuation method is used and different valuations result,commentary on how the valuations compare and the reason for selecting the value adopted,Valuation is a mandatory requirement for acquisition cases under the new Rules(MLR 18.34 and GLR 18A.34),29,Valuation Report(1)Rep
37、ortin,30,Yes,but only for those connected transactions with size 25%(i.e.the transactions are also certified as major transactions or above).,Valuation Report(2),30,30 Valuation Report(2),31,No.We will not regard the DCF as a profit forecast under MLR 14.61/GLR 19.61.However,issuers must disclose al
38、l relevant assumptions and the reason why a particular valuation method is chosen.(FAQ series 12,No.21),Valuation Report(3),31,31 Valuation Report(3),32,Competent Person/Competent Evaluator(1),MLR 18.21-18.23/GLR 18A.21-18A.23Experience Must be professionally qualified Must be a member of a Recognis
39、ed Professional OrganisationMust be independent,32,32Competent PersonCompeten,33,Our requirement largely follows the requirements under the VALMIN Code.The CIMVAL and SAMVAL Codes are not as specific as the VALMIN Code but require that extensive experience should be obtained to value mineral assets.
40、We adopt a bright line experience requirement for clarity.,Competent Person/Competent Evaluator(2),33,33 Competent Person/Comp,Continuing obligations,34,Continuing obligations34,Annual update of reserves/resources(1),Listed issuers that publicly disclose details of reserves and/or resources must giv
41、e updates of such information in their annual reports,under consistent reporting standards(MLR 18.15/GLR 18A.15)Mineral Companies must include updates of reserves and resources in their annual reports in accordance with the required reporting standard under which they were previously disclosed(MLR 1
42、8.16/GLR 18A.16)Any data on reserves and resources must be presented in tables which can be understood by a non-technical person.Statements should include estimates of volume,tonnage and grades(MLR 18.17/GLR 18A.17),35,Annual update of reserves/,36,*Annual updates may take the form of a no material
43、change statement.,Annual update of reserves/resources(2),36,36 Annual update of rese,37,Annual updates are not required to be supported by Competent Persons.However,the information must at least be substantiated by the issuers internal expert.,Annual update of reserves/resources(3),37,37 Annual upda
44、te of reserv,38,Half-Yearly disclosure,MLR 18.14/GLR 18A.14Only Mineral Companies are subject to this requirementThey must disclose in their interim and annual report:details of their exploration,development and mining production activities;anda summary of expenditure incurred on these activities during the review period.,38,38Half-Yearly disclosure38,Recap of requirements for Mineral Companies and other listed issuers,39,Recap of requirements for Mi,40,Thank you,40,40Thank you40,
