Listing Rules and Guidance: Contents


 
 

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Up to Dec 30 2015Dec 31 2015 onwards

7.03
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In the case of a new applicant (rule 7.01(1)) and an offer of securities to the public for subscription or purchase falling within rule 7.01(2), the accountants' report must include:—

History of results

(1) the results of the issuer or, if the issuer is a holding company, the consolidated results of the issuer and its subsidiaries covering:
(a) at least the 2 financial years immediately preceding the issue of the listing document;

Note: For general guidance, where the issuer has a longer operating history of more than two years, the Exchange would encourage voluntary disclosure of three years of financial results in the accountants' report.
(b) [Repealed 1 July 2008]; or
(c) such shorter period as may be acceptable to the Exchange (see rule 11.14);
(2) the results of any business or subsidiary acquired, agreed to be acquired or proposed to be acquired since the date to which the latest audited financial statements of the issuer have been made up (on the same basis, where the subsidiary is itself a holding company, as in (1) above) in respect of each of the 2 financial years referred to in (1) above (or in respect of the period since commencement of such business or the incorporation or establishment of such subsidiary, as the case may be, if this occurred within such 2 year period).

Statement of financial position

(3)
(a) the statement of financial position of the issuer and, if the issuer is itself a holding company, the consolidated statement of financial position of the issuer and its subsidiaries in each case as at the end of each of the two financial years to which the latest audited financial statements of the issuer have been made up except that if the listing document is not required by either section 38(1) or section 342(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance to set out the reports specified in Part II of the Third Schedule of that Ordinance and the issuer is itself a holding company then the accountants' report need only include the consolidated statement of financial position of the issuer and its subsidiaries;
(b) in the case of banking companies, the statement of financial position as at the end of each of the two financial years prepared in accordance with rule 7.03(3)(a) must include information on the assets and liabilities set out in the Guideline on the Application of the Banking (Disclosure) Rules issued by the Hong Kong Monetary Authority;
(4)
(a) the statement of financial position of any business or subsidiary acquired, agreed to be acquired or proposed to be acquired since the date to which the latest audited financial statements of the issuer have been made up (on the same basis, where the subsidiary is itself a holding company, as in (3) above) in each case as at the end of each of the two financial years to which the latest audited financial statements of such business or subsidiary (as the case may be) have been made up;
(b) in the case of banking companies, the statement of financial position as at the end of each of the two financial years prepared in accordance with rule 7.03(4)(a) must include information on the assets and liabilities set out in the Guideline on the Application of the Banking (Disclosure) Rules issued by the Hong Kong Monetary Authority;

Cash flow statement

(4A) the cash flow statement of the issuer or, if the issuer is itself a holding company, the consolidated cash flow statement of the issuer and its subsidiaries in each case for each of the two financial years to which the latest audited financial statements of the issuer have been made up;

Statement of changes in equity

(4B) a statement of changes in equity of the issuer for each of the two financial years to which the latest audited financial statements of the issuer have been made up;
(4C) [Repealed 31 December 2015]

Other

(5) the earnings per share and the basis of computation in respect of each of the years referred to in (1) and (2) above except that the accountants' report need not include this information if, in the opinion of the reporting accountants, such information is not meaningful having regard to the purpose of the accountants' report or if combined results are presented in accordance with rule 7.09 or if the accountants' report relates to an issue of debt securities;
(6) all movements to and from any reserves including movements arising from:—
(a) consolidation or acquisition (i.e. the write-off of goodwill/establishment of a capital reserve);
(b) the revaluation of assets;
(c) the translation of financial statements denominated in foreign currencies; or
(d) the redemption or repurchase of shares of the issuer,

if those movements are not reflected in the results in respect of each of the years referred to in (1) and (2) above;
(7) a statement of the indebtedness as at the end of each of the period reported on showing, as regards bank loans and overdrafts and separately as regards other borrowings of the issuer (or of the issuer and its subsidiaries, including any company which will become a subsidiary by reason of any acquisition falling within rules 7.03(2) and (4)), the aggregate amounts repayable:—
(a) on demand or within a period not exceeding 1 year;
(b) within a period of more than 1 year but not exceeding 2 years;
(c) within a period of more than 2 years but not exceeding 5 years; and
(d) within a period of more than 5 years;
(8) the details of the principal accounting policies which have been applied in respect of the period reported on;
(9) a statement of any significant subsequent events which have occurred to any business or company or within any group covered by the accountants' report since the end of the period reported on or, if there are no such events, a statement of that fact; and
(10) any other matters which appear to the reporting accountants to be relevant having regard to the purpose of the accountants' report.

Note: Where a new applicant satisfies the conditions set out in rule 11.14, references to "the two financial years" or "the financial year" in rules 7.03(2) to 7.03(7) shall mean the period(s) described in rule 7.03(1)(c) (as the case may be).