table of contents i. documents to be submitted when making a new listing application

Microsoft Word - CF100M.docTABLE OF CONTENTS
I. Documents to be submitted when making a new listing application .......................................................................................... I-1
A. Form A1 – Listing Application Form (For Equity & Debt Securities) ................................................................................ I.A-1
B. Additional information to be submitted ...................................... I.B-1
C. Basic qualifications for new listing ............................................ I.C-1
D. Basic requirements for contents of Prospectus ........................ I.D-1
E. Offering mechanism ................................................................. I.E-1
F. Property valuation ..................................................................... I.F-1
H. Accountants' report ................................................................... I.H-1
J. Notice to all issuers and their directors [Deleted]....................... I.J-1
K. Sponsor’s undertaking (Appendix 17)……………………….........I.K-1
L. Sponsor’s statement of independence (Appendix 18)…………...I.L-1
M. Confirmation and undertaking with regard to biographical information of directors and supervisors .…………………………………..... .I.M-1
N. Standard Comments: To be addressed when replying to our first comment letter…………..……… ................. ………………… ..I.N- 1
O. Administrative Matters …………..……… ...... …………………..I.O- 1
P. Market comparable analysis………..……… ............................. I.P- 1
II. Documents to be submitted at least 20 clear business days before the expected hearing date [Deleted]..................................... II-1
A. Articles of association [Deleted]................................................ II.A-1
B. Supplementary checklist of provisions to be included in articles of association of PRC incorporated issuers [Deleted] ................................................................................... II.B-1
III. Documents to be submitted at least 15 clear business days before the expected hearing date [Deleted].................................... III-1
A. Declaration and undertaking with regard to Directors and Supervisors [Deleted. See VIII.E-1 below] ............................... III.A-1
B. Draft undertaking to be given by each of sponsors and underwriters where no profit forecast or other forward looking statements is contained in the Prospectus [Deleted] ………………… ………III.B-1
C. New listing particulars [Deleted. See V.C-1 below] ................. III.C-1
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D. Summary of key financial ratios during the track record period [Deleted. See V.D-1 below] .......................................... III.D-1
IV. Documents to be submitted at least 10 clear business days before the expected hearing date [Deleted].................................... IV-1
A. Model Forms of Formal Notice [Deleted. See VI.G-1 below] ............................................................................................... IV.A-1
B. Definitive documents of title [Deleted] .................................... IV.B-1
V. Documents to be submitted at least 4 clear business days before the expected hearing date .................................................... V-1
A. Formal application [Deleted. Merged with I.A -1 above] ......... V.A-1
B. Listing Agreement - [Deleted] .................................................. V.B-1
C. New listing particulars .............................................................. V.C-1
D. Summary of key financial ratios during the track record period with explanation for fluctuation .................................... V.D-1
VI. Documents to be submitted before bulk-printing of the Prospectus ....................................................................................... VI-1
A. Adoption of Standard Transfer Form (STF) [Deleted] ............. VI.A-1
B. Confirmation with regard to issuer’s own website .................. VI.B-1
C. e-Submission system (ESS) registration ............................... VI.C-1
D. Authorised representatives/ Company secretary form ........... VI.D-1
E. Confirmation with regard to posting of Web Proof Information Pack (WPIP) ....................................................... VI.E-1
F. Authorisation letter for submission of WPIP ............................ VI.F-1
G. Model Forms of Formal Notice ............................................... VI.G-1
VII. Documents to be submitted as soon as practicable after Listing Committee hearing but before the date of issue of the Prospectus ................................................................................ VII-1
A. IPO Prospectus – First confirmation letter [Deleted and combined with VII.C-1] .......................................................... VII.A-1
B. Sponsor’s confirmation letter [Deleted] .................................. VII.B-1
C. IPO Prospectus – Confirmation letter ................................... VII.C-1
D. Sponsor’s declaration (Appendix 19)………………………… VII.D-1
VIII. Documents to be submitted after the issue of Prospectus but before dealings commence .................................................... VIII-1
A. Form D - Marketing statement ............................................. VIII.A-1
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C. Form F - Declaration ............................................................ VIII.C-1
D. Placee Information Sheet .................................................... VIII.D-1
E. Declaration and undertaking with regard to Directors and Supervisors .......................................................................... VIII.E-1
IX. Document to be submitted before initial listing ……....……...……IX-1
A. Compliance adviser’s undertaking (Appendix 20)…………..…IX.A-1
X. Documents to be submitted for Transfer of Listing from GEM to
Main Board …………………………………………. …….....……...……X-1
A. Checklist for transfer of Listing from GEM to Main Board…….. X.A-1
B. Form J – Formal Application ………………………………...……..X.B-1
C. Form K – Declaration of Directors and Supervisors with regard
to a transfer of listing from GEM to Main Board…………………..X.C-1
D. Basic requirements for contents of announcement of transfer…..X.D-1
E. Basic requirements for contents of circular where the
transfer application is made by an infrastructure company,
mineral company or investment company……………...................X.E-1
F. Undertaking to inform the Exchange of a change in the
circumstances with regard to qualifications for a transfer of listing
from GEM to Main Board ...…………………….. ……………...…...X.F-1
G. Issuer’s authorisation for filing with the SFC……………………….X.G-1
H. New listing particulars………………………..……………………….X.H-1
I. Standard Comments: To be addressed when replying to our first comment letter ………………………………………………………...X.I- 1
XI. Documents to be submitted for Collective Investment Schemes
A. Form A2 – Listing Application Form . ………………………..………XI.A-1
B. Form C3 - Formal Application ……………….………………………XI.B-1
C. Form 7G - Listing Agreement ....................................................... XI.C-1
D. IPO Prospectus – Confirmation letter .......................................... XI.D-1
E. Standard Comments: To be addressed when replying to our first comment letter................................................................. ………...XI.E-1
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XII. Documents to be submitted for Investment Companies under Chapter 21
A. IPO Checklist for Investment Companies governed by Chapter 21 of the Listing Rules .................................................................. …….XII.A-1
B. Form A2 - Advance Booking Form [Deleted] ...……………..……..XII.B-1
C. Form C3 - Formal Application [Deleted] ........... …………………..XII.C-1
D. Form C3Z - Formal Application (For Open-ended Investment Companies, Unit Trusts, Mutual Funds and Other Collective Investment Schemes governed by Chapter 21 of the Listing Rules) ........................................... …XII.D-1
E. Listing Agreement (For Chapter 21 Investment Companies) ............................................................................................... …XII.E-1
The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Dec 2012
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NEW LISTING APPLICATION (EQUITY) – MAIN BOARD
I. Documents to be submitted when making a new listing application
Name of Company :
Name of Sponsor(s) :
2
9.03(1) I.A
Initial listing fee 9.03(1)
6 copies [or such other numbers as prescribed by us from time to time] of draft prospectus in reasonably advanced state
9.11(1)
2 CD-Roms containing the same draft prospectus in reasonably advanced state
9.11(1)
A written confirmation and undertaking with regard to biographical information of director/supervisor and proposed director/supervisor
9.11(3a) I.M
Please advise the sponsor’s email address which could be used for receiving the Exchange’s comments
Waiver application
- Draft of all requests for waiver from the requirements of the Listing Rules and the provisions of the Companies Ordinance
9.11(3)/
19A.15/
19A.16
2 copies of any draft statement of adjustments relating to the accountants’ report
9.11(3b)
Dec 2012
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2
PRC incorporated issuers only
19A.19
- Others*
- 3 copies of draft deposit agreement
9.11(4)
9.11(4)
9.11(4)
- 2 copies of a legal opinion from legal advisers in such jurisdictions as the Exchange may require
9.11(5)
Checklists
I.B
I.C
I.D
I.K
Dec 2012
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2
3A.08/
9.11(1)/
I.L
- Standard Comments: to be addressed when replying to our first comment letter
I.N
I.P
- Others*
To be submitted at least 15 clear business days before the expected hearing date
Where the listing document contains a profit forecast, 2 copies of a draft of the board’s profit forecast memorandum covering the same period of the profit forecast contained in the listing document and cash flow forecast memorandum covering at least 12 months from the expected date of publication of the listing document with principal assumptions, accounting policies and calculations for the forecasts;
9.11(10)(a) N/A Remarks (if any)
Where the listing document does not contain a profit forecast, 2 copies of a draft of the board’s profit forecast memorandum covering the period up to the forthcoming financial year end date after the date of listing and cash flow forecast memorandum covering at least 12 months from the expected date of publication of the listing document with principal assumptions, accounting policies and calculations for the forecasts
9.11(10)(b) N/A Remarks (if any)
* Please specify
Notes:-
Dec 2012
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1. Please refer to the applicable rule for full details of the documentary requirement.
2. Adequate explanation must be given where the relevant rule or documentary requirement does not
apply to the Company.
(for and on behalf of the Sponsor(s))
The Stock Exchange of Hong Kong Ltd. (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2003
I.A - 1
FF004M Appendix 5
I.A - 1
LISTING APPLICATION FORM (FOR EQUITY SECURITIES AND DEBT SECURITIES)
FORM A1
Case Number: (To be typed or copied under the letter-head of the sponsor, who is arranging for the application to be submitted) To: The Head of the Listing Division, The Listing Division, The Stock Exchange of Hong Kong Limited
Date: Dear Sir, Re: ................................................................................................. (Name of the issuer which is the subject of the listing application) We [………………………………………………..[Limited] hereby apply]/[are instructed by…………….… [Limited] to make an application] for the listing of and for permission to deal in the securities referred to in paragraph 5(b) below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled “Rules Governing the Listing of Securities” (the “Listing Rules”). An issuer which is not a company or an issuer whose shares are to be represented by depositary receipts should adapt this form as necessary to change references that apply only to companies or issuers of depositary receipts. Particulars of the proposed listing are:— 1. Proposed timetable for the listing (please specify dates) (Note 1):
(A) first draft of listing document available for Exchange:...........................................................................
(B) Exchange hearing: .................................................................................................................................. (C) bulk print date: ....................................................................................................................................... (D) listing document date (Note 1(4)): ……………………………………………………………………. (E) application lists close:............................................................................................................................. (F) announcement of results: ........................................................................................................................ (G) refund cheques despatched: .................................................................................................................... (H) documents of title despatched:................................................................................................................
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policy and objectives: .................................................................................................................................... ........................................................................................................................................................................... ........................................................................................................................................................................... ........................................................................................................................................................................... ........................................................................................................................................................................... ...........................................................................................................................................................................
FF004M Appendix 5
I.A - 3
(a) Authorised share capital of [currency] [amount] divided into:
Class Number Par value per share
Total nominal value
Total
(b) The type(s) and number of securities for which application is now made, being the issued (and
paid up) share capital, inclusive of proposed issue, of [currency] [amount] divided into:
Class Number Par value per share
Total nominal value
In issue before the offer
Proposed to be issued pursuant to the offer (tentative)
- maximum (if applicable)
- minimum (if applicable)
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Nov 2009 Form A1
6. (a) Estimated size of offer (tentative): Number of securities Class of
securities Sale shares
[currency] [currency]
Total
(b) Particulars of proposed listing method of the securities referred to in paragraph 5(b) above
(tentative):
Estimated market value
(D) (E) = (C) x (D)
[currency] [currency]
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(a) are/are not identical in all respects (Note 3) ............................................................................................................................................................... ...............................................................................................................................................................
...............................................................................................................................................................
............................................................................................................................................................... (If the securities are not identical now, but will become so in the future, a statement as to when they will become identical must be added to (a) or (b) above.) (c) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock
exchange(s) ...............................................................................................................................................................
(d) have been in the previous six months, are or will be the subject of an application for listing on the
following stock exchange(s) ...............................................................................................................................................................
(Delete as appropriate) 9. Turnover and profit attributable to equity shareholders for the three preceding years (Note 4):
Year ending....................................... Turnover Profit
1st Year:....................................................................... ............................................................................ 2nd Year: ..................................................................... ............................................................................ 3rd Year: ..................................................................... ............................................................................
10. *So far as is known, or can be ascertained after reasonable enquiry, by the directors of the issuer, the
undermentioned is/are substantial shareholder(s) of the company or of its holding company (Note 6):—
Name Address Company Extent of holding and which company
The following are particulars of the qualifications, if any, and experience of the directors, chief executive and secretary of the issuer (Note 6): ...........................................................................................................................................................................
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Nov 2009 Form A1
* This paragraph is not applicable in the case of capitalisation issues.
...........................................................................................................................................................................
12. The following are the qualifications of the undermentioned person(s) whose opinion(s) as (an) expert(s)
is/are referred to in any document included in this application:—
Name Qualifications Document
13. We declare, to the best of our knowledge, information and belief, that:—
(1) all the qualifications for listing set out in the relevant chapters of the Listing Rules have, insofar as
applicable and required to be met or fulfilled prior to application, been met or fulfilled in relation to the issuer and the securities of the issuer referred to in paragraph 5(b) above;
(2) all information required to be included in the listing document by virtue of the Listing Rules, the
Companies Ordinance, the Securities and Futures (Stock Market Listing) Rules and the Code on Takeovers and Mergers has been included therein or, if the final version has not yet been submitted (or reviewed), will be included therein before it is so submitted;
(3) all the requirements of the Securities and Futures (Stock Market Listing) Rules, insofar as
applicable and required to be fulfilled at the time of application, have been fulfilled in relation to the issuer and the securities of the issuer referred to in paragraph 5(b) above; and
(4) there are no other facts bearing on the issuer’s application for listing of and permission to deal in
such securities which, in our opinion, should be disclosed to The Stock Exchange of Hong Kong Limited.
14. Details of renounceable document (where applicable):
(1) type of document .................................................................................. (which must comply with
Part A of Appendix 2 to the Listing Rules). (2) proposed date of issue ………………………………………………………… (3) last day for splitting:
(a) nil paid
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(a) nil paid
……………………………………………………………...
15. If the securities or the underlying shares represented by depositary receipts for which listing is sought are
partly paid:
(1) proposed date of issue of the securities ………………………… (2) proposed date(s) of payment of outstanding instalments …………………………
…………………………………………………………………………………………………... (3) last day for dealing in partly paid form …………………………
16. Definitive certificates (in respect of the class of security/securities for which listing is sought) have
already been issued for ………………stock/shares and will be ready on …………… for ……………stock/shares.
17. In the case of an investment company, the names of the proposed custodian, management company and
investment adviser, if any: .......................................................................................................................................................................... A cheque numbered ................................... (cheque number) drawn on .................................................................... (bank) for $[ ] is enclosed being payment of the initial listing fee payable in advance. If there is any delay in the proposed timetable as set out above, or if there is any change in that timetable or in any of the other particulars without the approval of the Exchange or if the proposed application for listing is withdrawn, cancelled or rejected by the Exchange, the Issuer acknowledges the Exchange’s right to forfeit this amount.
Yours faithfully .................................................................. Name: for and on behalf of [Sponsor’s name] (Note 7)
FF004M Appendix 5
I.A - 8
Nov 2009 Form A1
Issuer’s Undertaking (for equity) We, …………………. (Name of the issuer which is the subject of the listing application), the issuer, hereby undertake:- (a) for so long as any of our securities are listed on the Main Board, to comply at all times with all of the
requirements of the Exchange Listing Rules from time to time in force; (b) to advise the Exchange if any change of circumstance arises prior to the hearing date of the application by
the Listing Committee that would render any information contained in this application form or the draft listing document submitted herewith misleading in any material respect;
(c) to lodge with the Exchange, before dealings in the securities commence, the declaration (Form F of
Appendix 5) required by rule 9.11(37) of the Exchange Listing Rules; (d) to lodge with the Exchange the documents as required by rules 9.11(34) to 9.11(38) of the Exchange
Listing Rules as appropriate in due course, in particular, to procure each director, proposed director, supervisor and proposed supervisor (in the case of a PRC issuer) to lodge with the Exchange as soon as practicable after the listing document is published a duly signed declaration and undertaking in the form set out in Form B/H/I in Appendix 5; and
(e) to comply with the requirements of the procedures and format for publication and communication
published by the Exchange from time to time. Please attach a certified extract from the board minutes of the issuer authorising the submission of this form and approving the undertaking set out herein. Issuer’s Undertaking (for depositary receipts) We . . . . . . . . . . . . . . . . . . . . . (Name of the issuer which is the subject of the listing application), the issuer, hereby undertake:-
(a) for so long as any of the depositary receipts representing our shares are listed on the Main Board, to comply at all times with all of the requirements of the Exchange Listing Rules from time to time in force;
(b) to advise the Exchange if any change of circumstance arises prior to the hearing date of the application by the Listing Committee that would render any information contained in this application form or the draft listing document submitted herewith misleading in any material;
(c) to lodge with the Exchange, before dealings in the depositary receipts commence, the declaration (Form F of Appendix 5) required by rule 9.11(37) of the Exchange Listing Rules;
(d) to lodge with the Exchange the documents as required by rules 9.11(34) to 9.11(38) of the Exchange Listing Rules as appropriate in due course, in particular, in the case of a new applicant, to procure each director, proposed director, supervisor and proposed supervisor (in the case of a PRC issuer) to lodge with the Exchange as soon as practicable after the listing document is published a duly signed declaration and undertaking in the form set out in Form B/H/I in Appendix 5; and
(e) to comply with the requirements of the procedures and format for publication and communication published by the Exchange from time to time.
Please attach a certified extract from the board minutes of the issuer authorising the submission of this form and approving the undertaking set out herein.
FF004M Appendix 5
I.A - 9
Nov 2009 Form A1
Issuer’s authorisation for filing with the Commission We are required to file copies of our application with the Securities and Futures Commission (“SFC”) under section 5(1) of the Securities and Futures (Stock Market Listing) Rules (“Rules”). Pursuant to section 5(2) of the Rules, we hereby authorise the Exchange to file all such materials with the SFC on our behalf as and when we file them with the Exchange. If our securities become listed on the Exchange, we will be required to file copies of certain announcements, statements, circulars, or other documents made or issued by us or on our behalf to the public or to holders of our securities with the SFC under sections 7(1) and (2) of the Rules. Pursuant to section 7(3) of the Rules, we hereby authorise the Exchange to file all such documents with the SFC on our behalf as and when we file them with the Exchange. All documents aforementioned shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe. In this letter, “application” has the meaning ascribed to it under section 2 of the Rules. The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, we undertake to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.
Yours faithfully .................................................................. Director for and on Behalf of [insert name of applicant] as authorised by resolution of the board of directors dated [insert date]
NOTES Note 1: All applicants should note that:—
(1) this listing application form must be submitted to the Exchange at least 25 business days prior to the expected hearing date (for equity) or 14 clear days (for debt) prior to the date on which the listing document is to be bulk printed;
(2) the applicant is not guaranteed an exclusive timetable. In other words the applicant’s timetable may
coincide with or overlap another issuer’s timetable; (3) the applicant will be informed of the estimated size of issue and the current date on which it is
proposed that the application lists will close of every other issuer whose timetable will coincide with or overlap the applicant’s proposed timetable;
(4) future applicants whose proposed timetable coincides with or overlaps the applicant’s timetable
will be informed of the estimated size of issue and current date on which it is proposed that the application lists will close of the applicant as disclosed in this form (all other details will be
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I.A - 10
Nov 2009 Form A1
retained in strict confidence); (5) applicants will normally only be permitted to delay their timetable as the result of circumstances
which were not anticipated at the time of submission of the listing application form, on a maximum of three occasions and, if such delays are made before the submission of a draft listing document, for a maximum of twelve months on each occasion. After the draft listing document has been submitted to the Exchange the three delays must not exceed six months, in total;
(6) if there is any change in the applicant’s proposed timetable without the approval of the Exchange,
or if the listing application is withdrawn, cancelled or rejected then the deposit paid will be forfeited by the Exchange; and
(7) the submission of a listing application form shall be deemed to confer authority upon the Exchange
to notify to:—
(a) any subsequent applicants whose proposed timetable coincides or overlaps with the applicants, the estimated size of the applicants’ issue and the current date on which it is proposed that the application lists will close; and
(b) the Securities and Futures Commission and the Hong Kong Monetary Authority, the details of
the application. Note 2:Give particulars of the proposed method of listing of the securities, ie., whether by offer for subscription,
offer for sale, placing, introduction, rights issue, open offer, capitalization issue, consideration issue, exchange, substitution, conversion, exercise of option or warrant, subscription under an option scheme or otherwise. In the case of an introduction, this application must state the names and holdings (if known) of the ten largest beneficial holders of the securities, the total number of holders and particulars of the holdings of the directors and their families.
Note 3:“Identical” means in this context:—
(1) the securities are of the same nominal value with the same amount called up or paid up; (2) they are entitled to dividend/interest at the same rate and for the same period, so that at the
next ensuing distribution the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
(3) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and
rank pari passu in all other respects.
Note 4: This section need not be completed by a bank. Note 5: If insufficient space is provided for completion of any paragraph, additional information may be entered
on a separate sheet of paper, duly signed and attached. Note 6:These paragraphs apply only to companies and:—
“chief executive” means a person who either alone or together with one or more other persons is or will be responsible under the immediate authority of the board of directors for the conduct of the business of the issuer.
“substantial shareholder” means a person entitled to exercise, or control the exercise of, ten per cent. or more of the voting power at any general meeting of the issuer.
Note 7:To the extent that this form is required to be signed on behalf of the sponsor, the Exchange expects that it
FF004M Appendix 5
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Nov 2009 Form A1
would usually be signed by the Principal/s who has/have been most actively involved in the work undertaken by the sponsor. However, notwithstanding who signs this form on behalf of the sponsor, the Management (as defined in the Commission’s Guidelines for Sponsors and Compliance Advisers) of the sponsor will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality assurance in respect of that work. The Exchange reminds sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including but not limited to those obligations under the Commission’s Guidelines for Sponsors and Compliance Advisers.
IMPORTANT
Note 8: In order to maintain an orderly new issues market the Exchange reserves the right to refuse a listing
application if there are too many existing applications in the relevant period.
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Dec 2012
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Name of Company :
A. Finance and operations
1) Lists of the top 5 customers and suppliers during the track record period,
including details of the amounts of sales/purchases (expressed in dollars and
percentages) for each track record period, the products sold/purchased, the
length of each customer/supplier's relationship with the Group, terms offered,
settlement information, and profile and background of each customer/supplier
including their business, size of operation and location.
2) Details of related party loans, advances, guarantees and/or pledges of
securities to/from the Group including their terms, and the intended positions of
these arrangements after listing.
3) Details of material contingent liabilities including guarantees or pledges on third
party borrowings.
4) Comparison of the Group's performance (e.g. gross profit margins, net profit
margins, turnover growth, return on equity, gearing ratio, debt to equity ratio,
credit policy, productivity) with industry averages / comparable companies in
similar industries, and an analysis of the variations (See Checklist I.P for
details).
5) An analysis by age group and major clients of trade receivables and subsequent
settlement together with the details of credit period granted to major clients.
6) An analysis by age group of subsequent settlement of trade payables together
with the details of credit period obtained from major suppliers.
7) An analysis by age group of major categories of inventory and subsequent
usage / sale.
8) Basis of provision / write-off for trade receivables and inventory.
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B. Corporate Structure
9) Corporate structure chart of the Group during the Track Record Period and the
exact date of commencement of business of the Company/Group and date of
incorporation of the Company. Please also highlight any changes in the
shareholding control in the companies comprising the Group during the Track
Record Period and, if applicable, who were the previous controlling
shareholders.
10) The existing and proposed shareholding structure of the Company and details
of the existing substantial shareholders of the Company.
11) Memorandum describing the Company's reorganization for the purpose of the
floatation, including details of any excluded businesses and reasons for such
exclusions.
C. Companies with operations in the PRC
12) Details of the relevant mainland interests where the Group has any PRC legal
entity in its shareholding structure.
13) A legal opinion on whether approval by any PRC government or regulatory
authority is required for the listing of the Company's shares on the Exchange
(see note).
14) For PRC incorporated Company, a copy of the PRC legal opinion to the CSRC.
15) A legal opinion setting out details of all the requirements under applicable PRC
laws and regulations relevant to the conduct of the Group's business in the PRC,
and whether it fully complies with the relevant requirements, including details of
the licenses, permits or certificates obtained by the Group.
16) Confirmation that documentation from the relevant PRC tax bureau confirming
the tax rate which the Company is subject to, and confirming that the Company
has paid the relevant tax liabilities, has been obtained and reviewed by
sponsor(s) and whether there are any matters to be brought to the attention of
the Exchange in this regard. Please note that we no longer require copies of the
relevant documentations.
D. Chapter 21 investment companies
17) Existing and proposed shareholding structure of the Company, its management
company and/or its investment manager together with details of their substantial
shareholders.
18) Details as to whether each of the directors of the Company, its management
company and/or its investment manager has the character, experience and
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integrity to be able to demonstrate a standard of competence commensurate
with their position in relation to the investment company.
19) Confirmation from the Sponsor(s) that the Company’s articles of association or
equivalent constitutive documents contain relevant provisions to ensure
compliance at all times with the requirements under Rule 21.04(3).
E. Confirmation from Independent Non-executive Directors
20) Confirmation from the independent non-executive directors on their
understanding of the obligations and duties of an independent non-executive
director.
F. Information from Sponsor(s) on matters relating to Accountants’ Report
21) Whether the Reporting Accountants have satisfied themselves (with reasons
therein) that the accounting treatment used for the preparation of the Group's
financial information included in the accountants' report comply with the
requirements under paragraph 1 in Appendix 3 of Auditing Guideline 3.340
"Prospectuses and the Reporting Accountants" issued by the Hong Kong
Institute of Certified Public Accountants and relevant accounting standards
governing group reorganization.
22) Whether there is any integration of the operations of the Group with that of other
related company, and whether there is any need to segregate certain financial
data from the books and records of that related company to derive the revenue,
income and expenditure attributable to the Group's combined results for the
Track Record Period. Where applicable, please provide a detailed submission
or confirmation on the following areas:-
(a) a full description on how the financial results attributable to the Group are
segregated from the books and records of that related company and the
underlying bases;
(b) sponsor(s) to obtain a confirmation from the Company and its directors that
the segregation of the Group's financial data from the books and records of
that related company is fair, reasonable, complete and accurate; and
(c) a summary of work done by the Reporting Accountants to ensure that the
segregation of the Group's financial data from the books and records of that
related company is fair, reasonable, and no material omission.
23) Sponsor(s) to obtain a confirmation from the Company and its directors that
there is no change in the reporting accountants of the Group since the
preparation for listing up to the present, or alternatively, provide reasons for the
changes.
24) Where there are qualifications in any of the audited accounts of the companies
comprising the Group during the Track Record Period and thereafter, a
CF048M
Dec 2012
I.B - 4
submission from the Reporting Accountants showing details of the qualification
issues and their work performed to resolve such issues.
G. Other Information / Confirmation from Sponsor(s)
25) A list of the parties involved in the listing application, indicating their services
provided, the name of each team member involved in this application, and their
respective roles and responsibilities. The parties may include, other than the
experts disclosed in the prospectus, other parties which provided services in
conjunction with the listing application. Where this is the case, please also set
out the roles of these parties, what reliance has been placed in their work and
basis for this reliance.
26) Confirmation that the Company is able to comply with all the basic qualifications
for listing under Chapters 8, 19/19A and where applicable, Chapter 21 of the
Listing Rules.
27) Confirmation that there are no other material issues which could detrimentally
affect the suitability of listing of the Company.
28) Confirmation that the Sponsor(s) have considered all the items below and that
all matters which ought to be brought to the attention of the Exchange have
been set out in the submission to the Exchange. A negative response to any
items below would require further explanations.
(a) The business of the Group has been operated under substantially the
same management throughout the three full financial years comprising
the trading record period under Rule 8.05 (the "Track Record Period") and
thereafter.
(b) There was no change in control in the operating companies comprising
the Group within the Track Record Period and thereafter.
(c) The Group did not conduct any acquisition or merger activities during the
Track Record Period and thereafter.
(d) The date of commencement of business of the Group and the date of
incorporation of the major subsidiaries in the Group (or its predecessor
companies which carried on the business) were prior to the
commencement of the Track Record Period.
(e) The controlling shareholders and directors of the Company do not have
any interest in a business apart from the Group’s business which
competes or is likely to compete, directly or indirectly, with the Group's
business, and would require disclosure under Rule 8.10.
(f) The Group is capable of carrying on its business(es) independently of,
and does not place undue reliance on its controlling shareholders or any
other parties (taking into consideration factors such as provision of critical
services, acting as the major supplier, customer or intermediaries,
CF048M
Dec 2012
I.B - 5
significant assets (e.g. trademarks, operational rights) etc.)
(g) The Group and/or its shareholders have not conducted any private
placings or transfer of shares within six months prior to the listing of the
Company.
(h) The Group does not have any outstanding options, warrants, convertible
instruments, pre-IPO share options or similar rights convertible into
shares of the Company after listing.
(i) The Group (including its predecessor companies) has obtained all
material licenses, permits or certificates necessary to conduct its
operations from the relevant governmental bodies in the jurisdictions
where the Group operates, and that the Group complies with all material
applicable laws and regulations in all jurisdictions where it operates since
its establishment.
(j) The Group (including its predecessor companies) has not been convicted,
charged, summoned or penalized over any material offences, violations
or breaches of laws or regulations in jurisdictions which are considered
material to its operation and revenue.
(k) There are no defects in the title of any property which is the subject matter
of a valuation report, and there is no other matter relation to the title of any
properties which ought to be brought to the Exchange's attention.
(l) Related party transactions during the Track Record Period were
conducted on an arm's length basis and are properly disclosed in the
prospectus, and the effect of such related party transactions would not
distort the track record nor make the historical results of the Group not
reflective of its performance.
(m) There are no actual or threatened claims or litigation against the Group
which could materially affect its financial position, and that the directors of
the Company are not engaged in any litigation.
Note to point 14:-
With regard to the new listing of the Company, the sponsor(s) or applicant is required to provide a legal opinion on
whether approval by any PRC government or regulatory authority is required for the listing of the Company's
shares on the Exchange.
The opinion should be from a lawyer or law firm which is registered in the PRC, and describe the ownership
structure of the Company together with its subsidiaries and all shareholders which have a substantial attributable
interest in the Company and/or its Group.
The opinion should clearly confirm that either:-
(a) no approval from any PRC governmental or regulatory authority (including any relevant provincial body) is
required in order for the Company's securities to be listed on the Exchange; or
CF048M
Dec 2012
I.B - 6
(b) if it is required, approval of which authority and whether or not such approval has been obtained.
In giving such an opinion the reasons and bases for the opinion should also be stated together with a list of the
documents, laws and regulations examined or viewed for the purpose of rendering the opinion.
Feb 2012
I.C - 1
Name of Company :
No. 2 Yes No N/A
Basic Conditions
8.02
8.03
8.04
8.05(1):-
(a)
(b)
(c)
8.05(2):-
(a)
(b)
(c)
(d)
(e)
(f)
8.05(3):-
(a)
(b)
(c)
(d)
(e)
8.05(4)
8.05A:-
(1)
(2)
Feb 2012
I.C - 2
No. 2 Yes No N/A
8.05B(1)
8.05B(2):-
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
8.05B(3)
8.05C
8.06
8.07
8.08(1):-
(a)
(b)
(c)
(d)
8.08(2)
8.08(3)
8.09:-
(1)
(2)
(3)
(4)
(5)
8.09A
8.10(1)(a):-
(i)
(ii)
(iii)
(iv)
(v)
8.10(1)(b)
8.10(1)(c)
8.10(2):-
(a)
Feb 2012
I.C - 3
No. 2 Yes No N/A
(b)
(c)
8.10(3)
8.11:-
(1)
(2)
8.12
8.13
8.13A:-
(1)
(2)
(3)
(4)
(5)
8.14
8.15
8.16
8.17 :-
(1)
(2)
(3)
8.18
8.19:-
(1)
(2)
8.20
8.21(1):
(a)
(b)
8.21(2):-
(a)
(b)
(c)
8.21A(1):-
(a)
(b)
8.21A(2):-
(a)
Feb 2012
I.C - 4
No. 2 Yes No N/A
(b)
8.21C
19A.13(1)
19A.13(2):-
(a)
(b)
(c)
(d)
(e)
19A.13(3):-
(a)
(b)
19A.13(4)
19A.13(5)
Feb 2012
I.C - 5
No. 2 Yes No N/A
19A.14
19A.15
19A.16
19A.17
19A.18:-
(1)
(2)
19A.19
18.03
(1)
(2)
(3)
(4)
(5)
18.04
Warrants
8.09(4)
15.02:-
(1)
(2)
Feb 2012
I.C - 6
No. 2 Yes No N/A
Depositary receipts issuers only (effective on 1 July 2008)
19B.01
19B.05
19B.06
19B.07
19B.08
19B.09(1) :-
19B.09(2) :-
19B.10
19B.11
19B.12
19B.13
19B.14
19B.15
19B.16
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
(p)
(q)
(r)
(s)
(t)
Others *
* Please specify
Feb 2012
I.C - 7
CF049M
Notes:-
1. Please elaborate on how the Company complies with the requirements.
2. Where applicable, please specify the page no. with relevant disclosure in the Prospectus.
Signed by : (for and on behalf of the Sponsor(s))
Mar 2012
I.D - 1
I.D Basic requirements for contents of Prospectus
Name of Company :
Yes No N/A
Appendix 1A to Listing Rules (all issuers except depositary receipts issuers):-
1
2
3
4
5
6
7(1)
7(2)
7(3)
7(4)
7(5)
7(6)
7(7)
7(8)
7(9)
8(1)
8(2)
9(1)
9(2)
9(3)
10
11
12
13
Mar 2012
I.D - 2
Yes No N/A
13A
14(1)
14(2)
15(1)
15(2):-
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
15(3):-
(a)
(b)
(c)
(d)
(e)
16
17
18(1)
18(2)
18(3)
18(4)
18(5)
18(6)
18(7)
18(8)
19(1)
19(2)
20(1)
20(2)
21
22
Mar 2012
I.D - 3
Yes No N/A
23(1)
23(2)
24
25(1)
25(2)
25(3)
26(1)
26(2)
27
27A
28(1)(a)
28(1)(b):-
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
28(2)
28(3)
28(4)
28(5)
28(6)
28(7)
28(8)
29(1)
29(2)
30
31
32(1)
32(2)
32(3)
32(4)
32(5)(a)
32(5)(b)
33(1)
33(2):-
Mar 2012
I.D - 4
Yes No N/A
(a)
(b)
(c)
(d)
(e)
(f)
(g)
33(3):-
(a)
(b)
(c)
(d)
(e)
33(4)(a)
33(4)(b)
33(4)(c)
33(4)(d)
33(4)(e):-
(i)
(ii)
(iii)
(iv)
33(5)
34(1)(a)
34(1)(b)
34(1)(c)
34(2)
35
36
37
38
40
41
42
43
44
45(1)(a)
45(1)(b)
Mar 2012
I.D - 5
Yes No N/A
1
2
3
4
5
6
7(1)
7(2)
7(3)
7(4)
7(5)
Mar 2012
I.D - 6
Yes No N/A
7(6)
7(7)
7(8)
7(9)
8(1)
8(2)
9(1)
9(2)
9(3)
10
11
12
13
13A
14
15
16
17
18
19
20
21
22
23(1)
23(2)
24
25(1)
25(2)
25(3)
26(1)
26(2)
27
27A
28(1)(a)
28(1)(b):-
(i)
(ii)
(iii)
Mar 2012
I.D - 7
Yes No N/A
(iv)
(v)
(vi)
(vii)
28(2)
28(3)
28(4)
28(5)
28(6)
28(7)
28(8)
29(1)
29(2)
30
31
32(1)
32(2)
32(3)
32(4)
32(5)(a)
32(5)(b)
33(1)
33(2):-
(a)
(b)
(c)
(d)
(e)
(f)
(g)
33(3):-
(a)
(b)
(c)
(d)
(e)
33(4)(a)
33(4)(b)
Mar 2012
I.D - 8
Yes No N/A
33(4)(c)
33(4)(d)
33(4)(e):-
(i)
(ii)
(iii)
(iv)
33(5)
34(1)(a)
34(1)(b)
34(1)(c)
34(2)
35
36
37
38
40
41(1)
41(2)
41(3)
41(4)
41(5)
42
43
44
45(1)(a)
45(1)(b)
45(1)(c)
45(1A)(a)
45(1A)(b)
45(2)
46(1)
46(2)
46(3)
47(1)(a)
47(1)(b)
47(2)
48(1)
Mar 2012
I.D - 9
Yes No N/A
48(2)
49(1)
49(2)(a)
49(2)(b)
49(2)(c)
49(2)(d)
49(2)(e)
49(2)(f)
49(2)(g)
49(2)(h)
49(2)(i)
49(2)(j)
49(2)(k)
49(2)(l)
49(3)(a)
49(3)(b)
49(3)(c)
49(3)(d)
49(3)(e)
50
51
52(1)
52(2)
52(3)
52(4)
52(5)
52(6)
52(7)
52(8)
53(1)
53(2)
54(1)
54(2)
55
56
57
58
59
Mar 2012
I.D - 10
Yes No N/A
60
61
62
63
64
65
66
67
68
69(1)
69(2)
69(3)
69(4)
69(5)
69(6)
69(7)
69(8)
69(9)
69(10)
69(11)
69(12)
69(13)
69(14)
69(15)
69(16)
69(17)
69(18)
69(19)
69(20)
70
71
72(1)
(a)
(b)
(c)
72(2)
(a)
(b)
Mar 2012
I.D - 11
Yes No N/A
Third Schedule to Companies Ordinance (Hong Kong or overseas incorporated issuers):-
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
Mar 2012
I.D - 12
Yes No N/A
s.37
s.38
s.38C
s.38D
s.342
s.342B
s.342C
19.08(1)
19.08(2)
19.08(3)
19.08(4)
19.09(1)
19.09(2)
Mar 2012
I.D - 13
Yes No N/A
19A.27:-
(1)
(2)
(3)
(4)
19A.41
19A.42:-
54(1)
54(2)
54(3)
54(4)
54(5)
54(6)
54(7)
55(1)
55(2)
55(3)
55(4)
56
57
58
59
60
Mar 2012
I.D - 14
Yes No N/A
21.06(1)
21.06(2)
21.07
21.08(1)
21.08(2)
21.08(3)
21.08(4)
21.08(5)
21.08(6)
21.08(7)
21.08(8)
21.08(9)
21.08(10)
21.08(11)
21.08(12)
21.08(13)
21.08(14)
21.08(15):-
(a)
(b)
(c)
Mar 2012
I.D - 15
Yes No N/A
15.03(1)
15.03(2)
15.03(3)
15.03(4)
Mar 2012
I.D - 16
Yes No N/A
15.03(5)
15.03(6)
15.03(7)
15.03(8)
Note:-
1. Where applicable, please specify the page no. with relevant disclosure in the Prospectus.
Signed by : (Legal advisers)
CF051M
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)
Jun 2003 I.E - 1
Name of Company :
Yes No N/A
PN 18 (4.2)
PN 18 (4.1)
CF051M
Jun 2003 I.E - 2
Yes No N/A
Information on pre-IPO placing to investor(s)
Identity of investor(s) Number of shares to be placed (also expressed as % of total share offer and % of enlarged issued share capital)
Placing price
Lock-up period
Part of public float for Rule 8.08 or 19A.14 Details of long-term commercial benefit and long-term relationship (where applicable)
Details of placing arrangement
Type of investor(s) (corporate, strategic or long-term)
Eligibility to apply for shares in the subscription tranche and the placing tranche
Rule Complied with? Comment (where applicable) Page No.1 Yes No N/A
Note 5
Note 6
Note 7
Flexibility in adjusting the price, size and timing of an offer during the subscription period
Note 8
Note 9
Note 10
Note 11
Note 12
CF051M
Jun 2003 I.E - 3
Yes No N/A
Note 14a
Note 14b
Note 14c
Note 14d Notes: - 1. Please specify the page no. with relevant disclosure in the Prospectus. 2. Under the Companies Ordinance, shares may not be allotted pursuant to a Prospectus more than 30
days after the date of the Prospectus.
3. Stabilization is only permitted where the total value of the offer (before exercise of the over-allotment option) is at least HK$100 million.
(a) Accordingly, where the total value of the offer is less than HK$100 million, there should be no mention of
stabilization (including mention of over-allocation and purchase from the secondary market) in the Prospectus and there should not be any over-allotment option.
(b) Where the total value of the offer is at least HK$100 million and stabilizing action is proposed, the
Prospectus must: (i) contain "adequate disclosure" for the purpose of the Securities and Futures (Price Stabilizing)
Rules. Note (f) to Schedule 1 to the Securities and Futures (Price Stabilizing) Rules sets out wording which would constitute "adequate disclosure"; and
(ii) state that purchases in the market to cover over-allocation will be at prices that do not exceed the issue price.
4. Where there is an over-allotment option, the Prospectus must distinguish between over-allocation and over-allotment. 5. The Prospectus must set out the basis upon which shares will be allocated in both the placing tranche and subscription tranche. 6. In cases where the placing of shares is completed prior to the opening of the subscription tranche, each investor
would undertake and confirm in the application form that he has not received any shares under the placing tranche.
7. In cases where the placing of shares is completed after the subscription tranche is concluded, the underwriters may elect to:-
(a) require each investor in the subscription tranche to undertake and confirm that he has not indicated and
will not indicate an interest for shares under the placing tranche; (b) require each investor in the subscription tranche to state that an indication of interest for shares has been
made in the placing tranche and provide sufficient information to allow the underwriters to match the application in the subscription tranche with that in the placing tranche and to exclude any application in the subscription tranche if shares are placed to that investor as a result of an application in the placing tranche; or
(c) require each investor who has been offered shares in the placing tranche to confirm that he has not
CF051M
Jun 2003 I.E - 4
applied for shares in the subscription tranche or where he has made an application in the subscription tranche to provide sufficient information to allow the underwriters to identify the application in the subscription tranche and ensure that it is excluded from any application of shares in the subscription tranche.
8. Where the price quoted is a range, the Prospectus may state that the price is not expected to be below the range
provided that there is an explicit warning on the front cover that the issue price may be below the range. 9. Where the price of the shares is subject to determination at the Price Determination Date, the date must be fixed
and quoted on the front cover, or, the expected Price Determination Date must be quoted. If the Price Determination Date is not fixed there must be a last date for the price to be determined, this last date must allow sufficient time for the shares to be allocated, the results of the allocation to be published and the refund cheques posted in line with the timetable. A deadline of the Price Determination Date is required and such deadline must not be later than the day on which the results announcement is published, and must be stated on the front cover of the Prospectus.
10. The public should be told of the date on which, if no agreement is reached as to the Issue Price, the offer will lapse.
This date should be the same date as the last date for the Price Determination Date. 11. Where the offer is subject to the Company and underwriter agreeing a price, each and every reference in the
Prospectus to the offer being "fully underwritten" must include the caveat that this is subject to the Company and underwriter agreeing the price.
12. Where the Prospectus discloses a price range but the underwriters reserve the right to price below the range the
Prospectus must set out the circumstances that will apply before the shares can be priced below the range quoted in the Prospectus. (a) An announcement must be made no later than the last day before the offer closes of new price range; (b) The shares must be priced within the new range (if one has been announced) or within the old range (if
no new range has been announced); and (c) The Prospectus must state if applications made before an announcement of a change in price range will
or will not be allowed to withdraw. 13. The expected timetable must state when the levels of indication of interest in the placing will be published. 14. The announcement must:
(a) disclose the exact number of shares subscribed by the underwriter(s) before the subscription has closed, where applicable;
(b) disclose the exact number of shares taken up by the underwriter(s) after the subscription has closed,
where applicable;
(c) disclose the I.D. or B.R. nos. and application results of all successful applicants where there is insufficient time for the posting of share certificates to the successful applicants prior to commencement of dealings in the securities; and
(d) disclose the I.D. or B.R. nos. and application results of all successful direct investor participants in
CCASS. Signed by :
CF052M
Mar 2012
I.F - 1
I.F Property valuation
Name of Company :
Yes No N/A
5.05
5.06(1):-
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
CF052M
Mar 2012
I.F - 2
Yes No N/A
(i)
(j)
(k)
(l)
(m)
(n)
(o)
(p)
(q)
(r)
(s)
(t)
5.06(2):-
(a)
(b)
(c)
5.06(3):-
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
5.06(4):-
(a)
(b)
(c)
5.06(5):-
(a)
CF052M
Mar 2012
I.F - 3
Yes No N/A
PN12:-
4.1
4.2
5.1
5.2(a)
5.2(b)
5.3
6.1
6.2:-
(a)
(b)
(c)
(d)
(e)
7
8.1
CF052M
Mar 2012
I.F - 4
Yes No N/A
Other documents
PRC legal opinion on the title certificates of PRC properties which is the subject matter of the Company’s valuation report
CF052M
Mar 2012
I.F - 5
Yes No N/A
A summary of any defects in the title and any matter relating to the title of any property of the Group, which is the subject matter of a valuation report
Note:
1. Please specify the page no. with relevant disclosure in the Prospectus.
Signed by : (Property valuers)
CF053M
Jun 2003 I.G - 1
I.G Share option scheme
Yes No N/A
Jun 2003 I.G - 2
Yes No N/A
(15)
(16)
(17)
(18)
17.04
Note:-
Signed by : (Legal advisers)
Mar 2011 I.H - 1
I.H Accountants' report
Name of Company :
Complied with? Rule Yes No N/A
Comment (where applicable) Page No. 1
4.04:- (1) (2) (3)(a) (3)(b) (4)(a) (4)(b) (5) (6) (7) (8) (9) (10) (11) (12) (13) 4.05:- (1)(a) (1)(b) (1)(c) (1)(d) (1)(e) (1)(f) (1)(g) (1)(h) (1)(i)
Mar 2011 I.H - 2
(1)(j) (1)(k) (1)(l) (2)(a) (2)(b) (2)(c) (2)(d) (2)(e) (2)(f) (2)(g) (2)(h) (3) (4)(a) (4)(b) (4)(c) 4.08:- (1)(a) (1)(b) (2) (3) (4) (5) 4.09(1) 4.10 4.11:- (a) (b) (c) 4.12 4.13 4.14 4.15 4.16 4.17 4.18 4.19 4.22 4.28
Mar 2011 I.H - 3
4.29:- (1) (2) (3) (4) (5) (6) (7) (8) 19.12 19.13 19.14 19.39 19A.10 36.14 36.15 App 16(2):- (1) (2) (3) (4) (5) (6) App 16(2.1) App 16(2.2) App 16(2.4) App 16(2.5) App 16(2.6) App 16(3) App 16(4)(1):- (a) (b) (c) (d) (e) (f) (g) (h)
Mar 2011 I.H - 4
(i) (j) (k) (l) (m) App 16(4)(2):- (a) (b) (c) (d) (e) (f) (g) (h) App 16(4)(3):- (a) (b) (c)
Note:-
Signed by : (Reporting Accountants)
Jan 2005 I.K - 1
I.K Sponsor’s undertaking
GG001M Appendix 17
Jan 2005 I.K - 1
………/……../…….
We, …………….……………., are a / the [cross out whichever is not applicable] sponsor appointed
by …………………….. (the “Company”) for the purpose referred to in rule 3A.02 of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)
and have offices located at ………………………….
Pursuant to rule 3A.03 we undertake with The Stock Exchange of Hong Kong Limited (the “Exchange”)
that we shall:
(a) comply with the Listing Rules from time to time in force and applicable to sponsors;
(b) use reasonable endeavours to ensure that all information provided to the Exchange during the
Company’s listing application process, or for that part of it as we continue to be engaged by the
Company, is true in all material respects and does not omit any material information and, to the
extent that we subsequently become aware of information that casts doubt on the truth, accuracy
or completeness of information provided to the Exchange, we will promptly inform the
Exchange of such information; and
(c) cooperate in any investigation conducted by the Listing Division and/or the Listing Committee
of the Exchange, including answering promptly and openly any questions addressed to us,
promptly producing the originals or copies of any relevant documents and attending before any
meeting or hearing at which we are requested to appear.
Signature: ……………………….
Name: ……………………….
For and on behalf of: ………………………. [insert the name of sponsor firm]
Dated: ……………………….
Jan 2005 I.L - 1
GG002M Appendix 18
Jan 2009 I.L - 1
To: The Listing Division
………/……../…….
We, …………….……………., (the “Firm”) are a / the [cross out whichever is not applicable] sponsor
appointed by …………………….. (the “Company”) for the purpose referred to in rule 3A.02 of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)
and have offices located at ………………………….
Pursuant to rule 3A.08 we declare to The Stock Exchange of Hong Kong Limited that as regards the
Firm’s relationship with the Company [clearly strike out whichever of the following does not apply]:
(a) pursuant to rule 3A.07, the Firm is and expects to be independent; [or]
(b) pursuant to rule 3A.07, the Firm is not or does not expect to be independent because:
…………………………………………………………………………………………..……………………
…………………………………………………………………..……………………………………………
……………………………………………..…………………………………………………………………
………………………..………………………………………………………………………………………
..…………………………………………………………………………………………..…………………
………………………………………………………………………..………………………………………
………………………………………………..………………………………………………………………
…………………………..……………………………………………………………………………………
……..…………………………………………………………………………………………………………
Signature: ……………………….
Name: ……………………….
For and on behalf of: ………………………. [insert the name of sponsor firm]
Dated: ……………………….
Notes: 1. Sponsors are reminded that rule 3A.09 requires, amongst other things, that where a
sponsor becomes aware of a change to the information set out in this statement, it must
notify the Exchange as soon as possible upon that change occurring.
GG002M Appendix 18
Jan 2009 I.L - 2
2. Each and every director of the sponsor firm, and any officer or representative of the
sponsor firm supplying information sought in this form, should note that this form
constitutes a record or document which is to be provided to the Exchange in connection
with the performance of its functions under “relevant provisions” (as defined in Part 1
of Schedule 1 to the Securities and Futures Ordinance, Cap 571) and is likely to be
relied upon by the Exchange. In relation to this, you should be aware that giving to the
Exchange any record or document, which is false or misleading in a material particular,
will render relevant persons liable for prosecution for an offence under subsection
384(3) of the Securities and Futures Ordinance. If you have any queries you should
consult the Exchange or your professional adviser immediately.
DU001M
Nov 2009 I.M - 1
NEW LISTING APPLICATION (EQUITY) – MAIN BOARD I.M Confirmation and undertaking with regard to Biographical
Information of Directors and Supervisors
A new listing applicant whose listing document is issued on or after 1 January 2009 must submit to the Exchange a written confirmation and undertaking, in the sample form attached, duly signed by each director/supervisor and proposed director/proposed supervisor.
DU001M
Nov 2009 I.M - 2
NEW LISTING APPLICATION (EQUITY) – MAIN BOARD I.M Confirmation and undertaking with regard to Biographical
Information of Directors and Supervisors
[date]
By fax (2295 0198) and by mail
To : Hong Kong Exchanges and Clearing Limited (“HKEx”) The Stock Exchange of Hong Kong Limited (the “Exchange”)
11th Floor, One International Finance Centre 1 Harbour View Street, Central Hong Kong Dear Sirs, Confirmation and Undertaking Pursuant to Main Board Listing Rule 9.11(3a) I, the undersigned, as the [director / proposed director / supervisor / proposed supervisor*] of [name of the new listing applicant] hereby:
(a) confirm that the [ ] proof of listing document dated [date] contains all information about my biographical details as required under Main Board Listing Rule 13.51(2) and that those details are true, accurate and complete;
(b) undertake that, where, before dealings of securities of [name of the new listing applicant] commence, there are any changes in my biographical details as referred to in (a) of this written confirmation and undertaking above, to inform the Exchange as soon as practicable of such changes; and
(c) undertake to lodge with the Exchange in accordance with Main Board Listing Rule 9.11(38) a duly signed declaration and undertaking in the form set out in Form [B/ H/ I*] in Appendix 5 of the Main Board Listing Rules.
Yours faithfully, _____________________________ [Name of Director / Supervisor*] * Please delete as appropriate
SC001M
May 2013
I.N - 1
NEW LISTING APPLICATION (EQUITY) – MAIN BOARD
I.N Standard Comments: To be addressed when replying to our first comment
letter
Proof no. of Prospectus :
Please address the standard comments below when you reply to our first comment letter. Your reply to standard comment 1.1 should be shown as “SC1.1”.
We will update the standard comments from time to time. Please check the posting dates of the standard comments in the third column of this document to ensure that all standard comments posted from time to time are addressed.
SC1.
1.1 On 13 October 2010, the Listing Committee announced the
Interim Guidance on Pre-IPO Investments (the “Interim
Guidance”) available at:
http://www.hkex.com.hk/eng/newsconsul/hkexnews/2010/101
013news.htm.
If there is any pre-IPO investment in the Company which will
result in the pre-IPO investors obtaining the Company’s shares
not at IPO price, please disclose:
(a) in table format, details of the pre-IPO investments
including the name of each Pre-IPO Investor, date of
investment, amount of considerations paid, payment date
of the consideration, cost per Share paid by each Pre-IPO
Investor and the respective discount to the IPO price, use
of proceeds from the pre-IPO investment, shareholding in
the Company held by each Pre-IPO Investor upon listing,
etc.;
(b) the beneficial owner and background of each of the
pre-IPO investors and their relationship with the Group
and/ or any connected persons of the Company;
13 May 11 Pre-IPO
May 2013
I.N - 2
pre-IPO investor;
(d) details of any special rights granted to the pre-IPO
investors and whether all special rights will be
discontinued upon the Company’s listing. If not, how the
Company could comply with Rule 2.03(4) and the
principles in Listing Decision HKEx-LD36-1,
HKEx-LD-55 series and HKEx-LD59 series;
(e) whether the shares held by each pre-IPO investor will be
subject to any lock-up after listing and, with basis,
whether the shares held by the pre-IPO investors are
considered as part of the public float for the purposes of
Rule 8.08;
(f) if the pre-IPO investment is in the form of share-based
payments:
investments;
(ii) the basis of the reporting accountants’ view on the
accounting treatment; and
(iii) a risk factor, if applicable, on the future impact on
the Company’s profit and loss;
(g) the sponsor’s confirmation, with basis, that the pre-IPO
investments are in compliance with the Interim
Guidance; and
(h) if the pre-IPO investments are considered to be not in
compliance with the Interim Guidance, what actions will
the Company take to rectify the situation, for example:
(i) deferring the listing date; and
(ii) whether shares offered to these pre-IPO investors
will be amended to terms similar to those to
cornerstone investors, e.g. the subscription price
must be at the IPO price and no special rights are
given to the investor by reason of his
shareholding in the Company.
SC001M
May 2013
I.N - 3
1.2 A listing applicant and/ or its Directors/ senior management may
fail to comply with certain rules and regulations relating to the
applicant’s business operations. If the non-compliance incidents
are matters of a serious nature (for example, involving fraud or
deceit by Directors or senior management and/ or matters with
significant financial impacts on the applicant), this can translate
into an issue of suitability of the Directors and/ or suitability for
listing of the applicant. Where it is considered that the material
non-compliance incidents can be resolved by way of disclosure,
we expect at le