Share Issuance Scheme by subsidiary

​6.39Is a Share Issuance Scheme undertaken by a subsidiary of a listed issuer subject to the approval of the listed issuer’s shareholders?
Generally, any Share Issuance Scheme implemented by a subsidiary of a listed issuer is no longer subjected to the approval of the listed issuer’s shareholders under paragraph 6.44 of the Main LR. The Share Issuance Scheme implemented by the subsidiary will only require the approval of the listed issuer’s shareholders if such Share Issuance Scheme is –
​(a)undertaken by a principal subsidiary6 and results in, or could potentially result in, a dilution amounting to 25% or more of the listed issuer’s equity interest in the principal subsidiary under paragraph 8.21 of the Main LR; or
​(b)very material and triggers the percentage ratio of 25% or more under paragraph 10.07 of the Main LR where it will be considered as a "disposal of asset" by the listed issuer, due to dilution of its equity interest in the subsidiary.
In determining whether the obligations under paragraphs 8.21 or 10.07 of the Main LR are triggered, the listed issuer must compute the relevant thresholds prior to implementation of the Share Issuance Scheme of the subsidiary based on the assumption that the Share Issuance Scheme is implemented in full.

6​   A "principal subsidiary" is defined in paragraph 1.01 of the Main LR as a subsidiary which accounts for 25% or more of the profit after tax or total assets employed of the    listed issuer based on the latest published or announced audited financial statements of the listed issuer or audited consolidated financial statements of the listed issuer, as the case may be.