Introduction
On 20 June 2025, The Stock Exchange of Hong Kong Limited (the
"Stock Exchange") published a listing
decision LD139-2025 (the "Listing
Decision"). The Listing Decision discusses whether
the Stock Exchange would give consent to a listed issuer under Rule
10.06(3)(a) of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (the "Listing
Rules") for a share buyback to be conducted
concurrently with its convertible bonds offering (the
"CBs Offering").
Background
Company A is a Main Board issuer with a market capitalisation of
over HK$100 billion and an average daily turnover volume of over
HK$400 million in the preceding six months. It proposed to issue
convertible bonds (the "CBs") in an
aggregate principal amount of around US$300 million to professional
investors through placing banks. The initial conversion price of
the CBs was expected to be set at a substantial premium over the
benchmarked price of Company A's
