1、New MB Chapter 18/GEM Chapter 18A Mineral CompaniesJanet ChiuAssistant Vice PresidentCompliance and Monitoring Department Listing Division,HKEx2Background 11 September 2009Consultation paper on New Listing Rules For Mineral and Exploration Companies published 11 November 2009Consultation period ende
2、d 20 May 2010Consultation conclusions published 3 June 10Effective date of new Rules 3Ensure investors are provided with material,relevant and reliable information relating to mineral assets Align our rules with international standardsBroaden investor choice by allowing the listing of exploration co
3、mpanies with“identified resources”(i.e.at least indicated mineral resources/contingent petroleum resources)Purpose of the reform 4The brand-new Main Board Chapter 18/GEM Chapter 18A set out:additional eligibility and disclosure requirements for new listing of mineral companiesdisclosure requirements
4、 for transactions involving mineral and/or petroleum assets continuing obligations to provide update on issuers mining operationsMain Board 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
5、competent persons report for petroleum assetsNew Listing Rules for Mineral Companies 5Agenda Definition of“Mineral Company”New listing requirements for Mineral CompaniesImpact of the new Rules on listed issuersTransaction related obligationsContinuing obligationsWhat is a mineral company?71.A new ap
6、plicant whose major activity is the exploration for and/or extraction of natural resources Activity representing 25%of assets,revenue or operating expenses of the issuer group 2.A listed issuer that completes a major or above acquisition of mineral and/or petroleum assetsWho will become a“Mineral Co
7、mpany”?(1)What is referred as“major activity”?8 They will not be automatically 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 Compa
8、ny”?(2)How about the listed issuers who are engaged in resources sector before the Rule amendments?New listing requirements for Mineral Companies10Exploration/extraction rights MLR 18.03(1)/GLR 18A.03(1)Must have adequate rights which provides sufficient influence over the exploration for and/or ext
9、raction of natural resources,either through:control over majority of assets;or other rights under arrangements acceptable to the Exchange11Portfolio of reserves/resourcesMLR 18.03(2)/GLR 18A.03(2)Must have discovered at least a portfolio of:Indicated resources(for mineral companies)Contingent resour
10、ces(for petroleum companies)This portfolio must be meaningful and of sufficient substance to justify the listing.Early stage exploration assets are not eligible for listing at this time.12Working CapitalMust have sufficient working capital for 125%of present requirement for at least the next 12 mont
11、hs(MLR 18.03(4)/GLR 18A.03(4)Must also provide production details Companies 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 sup
12、ported by an independent Scoping Study(i.e.a preliminary evaluation of economic viability of mineral resources)(MLR 18.07/GLR 18A.07)13Track record requirementMLR 18.04/GLR 18A.04Mineral Companies unable to satisfy the track record requirements can still apply for listing if:its directors and senior
13、 managers,taken together,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
14、 resources Companies that are already in production will not be considered favourably unless they have development activity on hand and can demonstrate a path to commercial production14MLR 18.05-18.08/GLR 18A.05-18A.08 set out the required disclosures,including:A Competent Persons Report on reserves
15、 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 general risks
16、Disclosure 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 StudyListing documents for new applicants Impact of the new Rules on listed issuers16 Impact of the new Ru
17、les on listed issuers(1)The new Rules only affect Non-Mineral Companies if:they acquire material mineral and/or petroleum assets they publicly disclose details of their reserves and/or resources The new Rules are not intended to have retrospective effect.On completion of the acquisition,they will be
18、 treated as a Mineral Company Under what circumstances will the new rules have impact on listed issuers if they are not classified as Mineral Companies at the time of listing?17Impact of the new Rules on listed issuers(2)In addition to the above,they are subject to additional disclosure obligations
19、when they:dispose of material mineral and/or petroleum assets publish interim/annual reportsThen how about those issuers who are classified as Mineral Companies?Summary of events triggering listed issuers obligations under the new RulesListed issuersTransactionContinuing obligationAcquisitionDisposa
20、lInterim reportAnnual reportNon-mineral Companies Mineral Companies Transaction related obligations20Key principles To provide investors and shareholders with sufficient and reliable information on significant transactions involving mineral and/or petroleum assets.Information on mineral and petroleu
21、m assets must be:prepared in accordance with widely recognised reporting codes substantiated by independent competent person presented in readily understandable manner with sufficient details 21What Transactions are subject to the new Rules?Old Rules New Rules Discloseable transaction or above(i.e.p
22、ercentage ratio 5%)“Relevant Notifiable transaction”(with percentage ratio 25%)-Major transaction-VSA/VSD-Reverse takeover Expected diversion to exploration of 10%of the issuers total assets Expected contribution from exploration 10%of the issuers pre-tax operating profits or revenue Note:Aggregatio
23、n principles under MLR14.22/GLR19.22 apply22What should be disclosed for acquisition cases?(1)For acquisition 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 of the assets being acquired:A Competent P
24、ersons Report(MLR 18.09(2)/GLR 18A.09(2)No material changes statement/descriptions of any material changes since the effective date of 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
25、 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 in this scenario(MLR 18.09(3)/GLR 18A.09(3)23What should be disclosed for acquisition cases?(2)MLR 18.12/GLR 18A.12 provides for dispensation from the CPR or Valuation
26、 Report requirements if the issuer can:provide a previously published report which complies with the required reporting standard and is no more than six months old;and provide a statement confirming no material changes since the effective date of the previously published report;The issuer must obtai
27、n prior written consent of the responsible Competent Person/Competent Evaluator for the publication of these materials.(MLR 18.13/GLR 18A.13)(FAQ series 12,No.14)If the target asset is acquired from a company which already has an independent CPR/Valuation Report,is it necessary for the listed issuer
28、 to obtain a new one?24What 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 of the assets being disposed of:a Competent Persons Report(MLR 18.09(2)/
29、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 sufficient information on the assets being disposed of (FAQ series 12,No.12)Com
30、petent Persons Report(CPR)(1)Reporting standards(Notes)For mineral assets the JORC Code NI 43-101 SAMREC CodeFor petroleum assets PRMSEffective dateWithin 6 months 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
31、 petroleum assetsMLR 18.28-18.33/GLR 18A.28-18A.33 specify the reporting standards for CPR: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
32、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)Will the Exchange accept other reporting standards for the presentation of rese
33、rves and/or resources?Mineral Reporting(Modifications)For CPR on mineral 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 mu
34、st be disclosed separately.Indicated and measured resources can be included 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 permitted For profit forecasts and for
35、ward looking valuations,the basis for commodity prices and material assumptions must be included,as well as sensitivity analyses on price.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
36、 reason for choice of estimation of petroleum 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 foreca
37、st price or a constant price as base case Economic values must not be attached to possible reserves,contingent resources or prospective resources Valuation Report(1)Reporting standards(Note)VALMIN Code CIMVAL SAMVAL CodeEffective dateWithin 6 months Note:Only VALMIN Code is applicable to petroleum a
38、ssets.Disclosure of basis of valuation,assumptions and reasons for the selection of valuation 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 adoptedValuation is a mandatory requirement fo
39、r acquisition cases under the new Rules(MLR 18.34 and GLR 18A.34)30Yes,but only for those connected transactions with size 25%(i.e.the transactions are also certified as major transactions or above).Valuation Report(2)MB R14A.59(6)/GEM 20.59(7)requires a valuation if the primary significance of the
40、asset being acquired is its capital value.Is the valuation requirement in Chapter 18 applicable to a connected transaction?31No.We will not regard the DCF as a profit forecast under MLR 14.61/GLR 19.61.However,issuers must disclose all relevant assumptions and the reason why a particular valuation m
41、ethod is chosen.(FAQ series 12,No.21)Valuation Report(3)Will valuations of mineral and/or petroleum assets based on discounted cast flows(DCF)be regarded as profit forecasts under MLR 14.61/GLR 19.61?32Competent Person/Competent Evaluator(1)MLR 18.21-18.23/GLR 18A.21-18A.23Experience Must be profess
42、ionally qualified Must be a member of a Recognised Professional OrganisationMust be independentCompetent PersonCompetent EvaluatorAt least 5 years experience relevant to the type of mineral/petroleum assets and to the mining activity the issuer is undertaking At least 10 years relevant and recent ge
43、neral mining or petroleum experience;at least 5 years of relevant and recent experience in assessing and/or valuing mineral or petroleum assets33Our 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
44、extensive experience should be obtained to value mineral assets.We adopt a bright line experience requirement for clarity.Competent Person/Competent Evaluator(2)Why the Competent Evaluator is required to have a minimum of 10 years experience(compared to the 5 years experience requirement on Competen
45、t Person)?Continuing obligationsAnnual update of reserves/resources(1)Listed issuers that publicly disclose details of reserves and/or resources must give updates of such information in their annual reports,under consistent reporting standards(MLR 18.15/GLR 18A.15)Mineral Companies must include upda
46、tes of reserves and resources in their annual reports in accordance with the required reporting standard under which they were previously disclosed(MLR 18.16/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
47、include estimates of volume,tonnage and grades(MLR 18.17/GLR 18A.17)36 *Annual updates may take the form of a no material change statement.Annual update of reserves/resources(2)What information should the issuer disclose for annual update?ScopeUpdate of reserves and/or resources information publicly
48、 disclosed after the effective of the new RulesReporting standard(s)The previously adopted reporting standard OR An international reporting standard recognised under the new RulesMinimum disclosure(s)*-Volume,tonnage and grades-all assumptions adopted Presentation of dataIn tables and in a manner re
49、adily understandable to a non-technical person37 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)Who are qualified to provide the annual updates?38Half-Yea
50、rly disclosureMLR 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.Re
