Listing Rules and Guidance: Contents
The HKEX Rules, Interpretation and Guidance are maintained by Thomson Reuters Governance, Risk and Compliance to organise the materials for greater accessibility. Hyperlinked cross references are now available in the HTML versions.
In the case of discrepancies between HTML and PDF versions of the HKEX Rules, Interpretation and Guidance, the PDF version prevails.
HKEx GUIDANCE LETTER
HKEx-GL42-12 (August 2012)
|Subject||Guidance on Main Board Rule 9.09(b) in new listing cases|
|Listing Rules Regulations and||Main Board Rule 9.09(b)|
|Related Publications||Interim Guidance on Pre-IPO Investments (HKEx-GL29-12 dated January 2012)|
|Author||IPO Transactions Department|
Important note: This letter does not override the Listing Rules and is not a substitute for advice from qualified professional advisers. If there is any conflict or inconsistency between this letter and the Listing Rules, the Listing Rules prevail. You may consult the Listing Division on a confidential basis for an interpretation of the Listing Rules, or this letter.
Circumstances for Rule 9.09(b) Waiver
|Circumstances for waivers|
The applicant's shares are already listed overseas (excluding trading-only status or over-the-counter-trading status). Its existing shareholders include independent and public investors over whose investment decisions the applicant has no control. A public investor may become a substantial shareholder of the applicant before it lists on the Exchange.
We would consider granting a Rule 9.09(b) waiver so as not to restrict share dealings by these public investors on the basis that:
(i) the applicant has no control over the investment decisions of the public investors who may become its substantial shareholders before listing on the Exchange;
(ii) the applicant will promptly release any price sensitive information to the public in its home jurisdiction;
(iii) the applicant's existing core connected persons (including substantial and controlling shareholders, directors and chief executive and their respective close associates) will not deal in the applicant's shares during the prohibited period under Rule 9.09(b); and
(iv) the applicant will notify the Exchange of breach of the dealing restriction by any of its core connected persons during the restricted period.
|2||The share dealing would not result in any change in the ultimate beneficial owners, for example a distribution in specie by the legal holder of the shares to the ultimate controlling shareholders on a pro-rata basis.|
|3||The share dealing is due to a corporate reorganisation.|
|4||There was a pre-existing shareholder agreement for distribution of the applicant's shares in a particular way so as not to dilute the shareholdings of the original shareholders.|
The share dealing is due to a need to comply with the Listing Rules, for example:
(i) to unwind a pre-IPO investment that does not comply with the Guidance on Pre-IPO Investment, or
(ii) to revise the applicant's corporate structure which involves issuing more shares to the controlling shareholder as consideration for injecting its business into the applicant to address the Exchange's concern on conflicts of interest posed by the controlling shareholder's business.
2 Interim Guidance on Pre-IPO Investments is available at: