Listing Rules and Guidance: Contents


 
 

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9.11
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The following documents must be lodged with the Exchange by a new applicant in connection with its listing application:—

Together with the Form A1

(1) such number of copies of an Application Proof as required by the Exchange and 2 CD-ROMs containing the Application Proof and other documents as the Exchange may require, together with, in respect of each sponsor to the application for listing, an undertaking and statement of independence under rule 3A.03 in the form in Appendix 17 duly signed on the sponsor's behalf, and an undertaking under rule 3A.21 in the form in Appendix 20, duly signed on the compliance adviser's behalf;
(2) [Repealed 2 November 2009]
(3) a final or an advanced draft of all requests for waiver from the requirements of the Exchange Listing Rules and the provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance from the sponsor and the directors/proposed directors;
(3a) a written confirmation signed by each director/supervisor that the information in the Application Proof is accurate and complete in all material respects and is not misleading or deceptive;
(3b) a written confirmation and undertaking signed by each director/supervisor and proposed director/supervisor to the following effect:
(i) that the Application Proof referred to in rule 9.11(1) above contains all information about the biographical details of such director/supervisor or proposed director/supervisor as set out in rule 13.51(2) and that those details are true, accurate and complete;
(ii) where, before dealings commence, there are any changes in the biographical details as set out in rule 9.11(3b)(i) above, to inform the Exchange as soon as practicable of such changes; and
(iii) to lodge with the Exchange in accordance with rule 9.11(38) a declaration and undertaking, in Form B/H/I in Appendix 5, duly signed by each director/ supervisor and proposed director/supervisor.
If a director/supervisor is appointed after the submission of the Form A1, then the director/supervisor must submit a duly signed written confirmation and undertaking referred to in this sub-rule as soon as he is appointed. The reference to the Application Proof referred to in rule 9.11(1) above in the confirmation and undertaking shall be read as a reference to the relevant draft listing document that contains the biographical details of such director/supervisor;
(3c) where the Application Proof contains an accountants' report, an advanced draft of any statement of adjustments relating to the accountants' report;
(4) in the case of the listing of depositary receipts, a draft deposit agreement and a specimen certificate for the depositary receipts;
(5) in the case of the listing of depositary receipts, a legal opinion from legal advisers in the jurisdiction which governs the deposit agreement confirming:—
(a) that the deposit agreement (taken by itself or together with any deed poll conferring certain rights on holders of depositary receipts) creates valid and binding rights and obligations between the issuer, depositary and the holders of the depositary receipts in accordance with its terms; and
(b) addressing any other matters as the Exchange may have previously requested.
(6)–(8) [Repealed 2 November 2009]
(9) [Repealed 1 January 2009]
(10)
(a) where the Application Proof contains a profit forecast (see rules 11.16 to 11.19), a final or an advanced draft of the board's profit forecast memorandum covering the same period of the profit forecast contained in the Application Proof 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;
(b) where the Application Proof does not contain a profit forecast, a final or an advanced 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;
(11)–(17) [Repealed 2 November 2009]
(17a) a certified copy of the new applicant's certificate of incorporation or equivalent document;
(17b) where the Application Proof is required to contain a statement by the directors as to the sufficiency of working capital, an advanced draft of a letter from its sponsor confirming that it is satisfied that the sufficiency of working capital statement in the Application Proof has been made by the directors after due and careful enquiry;
(17c) any document as may be required by the Exchange in support of the application for listing;

At least 4 clear business days before the expected hearing date

(18) such number of copies of the final proof of the listing document as required by the Exchange together with 2 CD-ROMs containing the same proof of listing document as the Exchange may require;
(19) [Repealed 1 October 2013]
(20) a confirmation from the new applicant's legal advisers that the new applicant's articles of association conform with the relevant parts of Appendices 3 and 13, and on the whole, are not inconsistent with the Exchange Listing Rules and the laws of the place where the new applicant is incorporated or otherwise established;
(21) in the case of the listing of depositary receipts, a certified copy of the signed deposit agreement;
(22) unless previously provided, all executed requests for waiver from the requirements of the Exchange Listing Rules and the provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance;
(23) [Repealed 1 October 2013]

Before bulk-printing of the listing document

(24) a final proof of the formal notice, where applicable;
(25) a final proof of any application form (including any excess or preferential application form) to subscribe or purchase the securities for which listing is sought;
(26) [Repealed 1 October 2013]
(27) in the case of a new applicant under Chapters 20 and 21, 3 copies of the listing agreement in the form prescribed and provided by the Exchange, each duly signed for and on behalf of the new applicant;
(28) where the listing document is required to contain a sufficiency of working capital statement by the directors, a final letter from its sponsor confirming that it is satisfied that the statement in the listing document as to the sufficiency of working capital has been made by the directors after due and careful enquiry and that persons or institutions providing finance have stated in writing that such facilities exist;
(28a) a final copy of all draft documents which have been submitted to the Exchange in support of the application for listing;

As soon as practicable after the hearing of the application by the Listing Committee but on or before the date of issue of the listing document

(29)
(a) a copy of each of the English and the Chinese language version of the listing document dated and signed by every person who is named therein as a director or proposed director of the new applicant or by his agent authorised in writing and by the secretary and the relevant application form (including any excess or preferential application form) to subscribe or purchase the securities for which listing is sought;
(b) a copy of the formal notice, where applicable; and
(c) where any document or application form referred to in (a) above is signed by an agent, a certified copy of the authorisation or the power of attorney for such signature;
(30) a copy of the written notification issued by HKSCC stating the securities will be Eligible Securities;
(31) every written undertaking and confirmation from the new applicant, its shareholders and/or other relevant parties to the Exchange referred to in the listing document;
(32) the original signed sponsor declaration(s) required by rule 3A.13 in the form in Appendix 19;

In case of a listing document which constitutes a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance, by 11 a.m. on the intended date of authorisation of the prospectus

(33)
(a) an application for authorisation for registration of the prospectus under section 38D(3) or section 342C(3) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (as the case may be);
(b) 2 printed copies of the prospectus, duly signed in accordance with section 38D(3) or section 342C(3) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (as the case may be) and having endorsed on or attached to the documents stipulated by the relevant section; and
(c) in respect of every Chinese translation of the prospectus, a certificate issued by the translator certifying that the Chinese translation of the English version of the prospectus is true and accurate or in respect of an English translation of the prospectus, a certificate issued by the translator certifying that the English translation of the Chinese version of the prospectus is true and accurate; and in either case, a certificate issued by a competent officer of the sponsor certifying that the translator is competent to give translations on prospectus documents;

As soon as practicable after the issue of the listing document but before dealings commence as a condition for granting listing approval

(34)
(a) a certified copy of the resolution(s) of the new applicant in general meeting (if any) authorising the issue of all securities for which listing is sought; and
(b) a certified copy of the resolution(s) of the board of directors or other governing body or any other person to whom it has properly delegated these powers (together, in such cases, with a certified copy of the power of attorney or resolution delegating the powers) authorising the issue and allotment of such securities, the making of the application for listing in Form A1 in Appendix 5, and where applicable, the making of all necessary arrangements enabling such securities to be admitted into CCASS, and the signing of the listing agreement, and approving and authorising the issue of the listing document;
(35) in the case of a placing of securities:—
(a) a copy of the placing letter and separate marketing statements in Form D in Appendix 5 signed by each of: (i) the lead broker; (ii) any distributors; and (iii) any Exchange Participant referred to in paragraph 9 of Appendix 6; and
(b) a list from each placing broker setting out the names, addresses and identity card or passport numbers (where individuals) and the names, addresses and registration numbers (where companies) of all its placees, the names and addresses of the beneficial owners (in the case of nominee companies) and the amounts taken up by each of its placees. Such lists may be supplied directly to the Exchange by each placing broker in order to maintain confidentiality;
(36) a declaration substantially as in Form E in Appendix 5, duly signed by the sponsor;
(37) a declaration substantially as in Form F in Appendix 5, duly signed by a director and the secretary of the new applicant together with any annual listing fee which is payable and which has not previously been paid (see Appendix 8); and
(38) a written declaration and undertaking, in Form B/H/I in Appendix 5, duly signed by each director/supervisor and proposed director/supervisor of the new applicant.