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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.

2009
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Select By Rule or Topic: Download the consolidated index here

Please visit Archive to view listing decisions which have been superseded or are no longer applicable.

This section comprises decisions on cases handled by the Listing Committee and/or the Listing Division, to enhance transparency and market understanding of their interpretation of the Listing Rules. Each decision was based on its specific circumstances and is not a precedent for future cases.

Since August 2007, we have adopted a thematic approach in preparing decision series for IPO cases. Grouping decisions on cases which discuss similar topics into a common series should help readers better understand the application of the Rules. To maintain the guidance value of the decisions, we will not report on every case. Instead, only decisions that discuss novel issues or are of general guidance value will be published.

LD Series Number First Release Date (Last Update Date)
(mm/yyyy)
Listing Rules/ Topics Particulars
LD87-1 12/2009 Rule 8.04 Whether to allow Parentco to complete Company A's reorganisation immediately after listing?
LD86-1 12/2009
(04/2014)
Rules 2.03(2), 11.07, 11.13, Paragraphs 2 and 3(2) of Practice Note 6 How should Company A deal with material changes of circumstances after the issue of the prospectus?
(Updated in April 2014)
LD85-1 12/2009 Rules 4.03, 4.05A, 14.20, 19.35, 19.39 Whether to waive Chapter 4 requirements so that Company X need not include in its prospectus:
•  an accountants' report
•  pre-acquisition financial information under Rule 4.05A
LD84-1 12/2009 Rule 19.05 Whether the Exchange would consider the British Virgin Islands (BVI) an acceptable jurisdiction under Chapter 19 of the Listing Rules

(Withdrawn, superseded by British Virgin Islands Country Guide in December 2013)
LD83-1 12/2009 Rules 14.07(5), 14.20 Whether the Exchange would disregard the consideration ratio for the acquisition and accept the proposed alternative size test
LD82-1 12/2009
(07/2014)
Rule 14A.51 Whether the Exchange would grant Company X a waiver and not require written agreements for the continuing connected transactions with the Partners
LD81-2 12/2009
(07/2014)
Rules 2.15, 14A.36 Whether Company B had a material interest in Company X's proposed acquisitions of the Target from Company A and the Minority Shareholders
LD81-1 12/2009
(07/2014)
Rules 2.15, 14A.36 Whether Company B had a material interest in Company X's proposed acquisition of Company A's 80% interest in the Target
LD80-1 10/2009 Rule 19.05 Whether the Exchange would consider Jersey an acceptable jurisdiction under Chapter 19 of the Listing Rules

(Withdrawn, superseded by Jersey Country Guide in December 2013)
LD79-1 10/2009 Rules 10.07(1)(b), 10.08 Whether to waive Rule 10.07(1)(b) to allow dilution of Parentco's interest in Company A from conversion of convertible bonds issued by Company A
LD78-1 10/2009 Rules 4.04(2), 4.04(4)(a) Whether to waive Rules 4.04(2) and 4.04(4)(a) so that Company A's accountants' report need not include the three-year financial statements of the businesses it had acquired after the latest audited balance sheet date

(Withdrawn in October 2014)
LD77-3 10/2009 Rules 8.08(1)(d), 13.32 Whether the Exchange would under Rule 8.08(1)(d) allow Company A to maintain a minimum public float of 15% as requested by Company A after listing
LD77-2 10/2009 Rules 6.07, 6.08 Whether the Exchange would exercise its power to direct resumption of trading in Company X's H shares under Rule 6.07
LD77-1 10/2009 Rule 13.50 Whether suspension of trading in Company A's shares would be required under Rule 13.50 due to its failure to publish its Annual Results in accordance with Rules 13.49(1) and 13.49(2)
LD76-5 10/2009
(07/2010)
Rules 14A.06, 14A.11(4)(c) Whether the transaction between Company A and each of Mr X, the Supplier and the Borrower was subject to the connected transaction requirements

(Withdrawn in July 2014)
LD76-4 10/2009 Rule 14A.31(6) Whether the granting of Indemnities by Company A or any of its subsidiaries in favour of the Directors against any claims that might arise in the course of the proper discharge of their duties would be regarded as forming part of their service contracts and therefore exempt from the connected transaction requirements under Rule 14A.31(6)

(Withdrawn in July 2014)
LD76-3 10/2009
(07/2014)
Rules 14A.81, 14A.82, 14A.83 Whether Company X would be required to aggregate the transactions with Company A and Company B and treat them as if they were one transaction under Rule 14A.81
LD76-2 10/2009
(07/2014)
Rules 1.01, 14A.07, 14A.13, 14A.25 Whether entering into a management contract for part of the Complex with the Management Company constituted a connected transaction for Company A
LD76-1 10/2009
(07/2014)
Rules 14A.06, 14A.25, 14A.87(1), 14A.88 Whether the deposits placed by Company A or its subsidiary with the Banks were connected transactions subject to Chapter 14A of the Listing Rules
LD75-5 10/2009 Rule 14.58(4) Whether the Exchange would grant Company A a waiver from disclosing the Consideration for the Technology in its announcement
LD75-4 10/2009
(11/2015)
Rules 2.03(4), 2.04, 14.04(1), 14A.24 Whether the proposed distribution of Subsidiary B's shares in specie by Company A would be regarded as a transaction for Company A under Chapter 14 and/or Chapter 14A of the Rules
LD75-3 10/2009
(07/2014)
Rules 14.04(1) (a), 14A.92(4)
1. Whether Company X should apply the percentage ratios to both the Placing and the Top-up Subscription to determine the transaction classification under Chapter 14 of the Listing Rules. 2. Whether the Exchange would grant a waiver to Company X from the major transaction requirements in respect of the Placing and the Top-up Subscription
LD75-2 10/2009 Rule 14.06(6) Whether the proposed acquisition of the Target by Company A constituted a reverse takeover
LD75-1 10/2009 Rule 14.06(6) Whether proposed acquisitions of certain new businesses by Company A would constitute a reverse takeover under Rule 14.06(6)
LD74-3 10/2009
(07/2014)
Rules 14.69(4) (a)(i), 14.71, 14A.70(9)
1. Whether the Exchange would grant a waiver to Company A from strict compliance with Rule 14.69(4)(a)(i) in respect of the accountants' report on the business being acquired under the proposed Merger. 2. Whether Rules 14.71 and 14A.70(9) would apply to the proposed Merger
LD74-2 10/2009 Rule 14.67(6) (a)(i) Whether the Exchange would grant a waiver to Company A from the requirement to include an accountants' report on the Target in its circular for the Acquisition
LD74-1 10/2009
(04/2015)
Rules 4.03, 4.08, 4.11, 14.69(6)(a)(i) Whether the Exchange would grant a waiver to Company A from the requirements for the accountants' report on the Target Business
LD73-2 10/2009
(07/2014)
Rules 2.15, 14.46, 14A.36 Whether each of the Relevant Shareholders had a material interest in Company X's proposed privatisation of the Subsidiary and must abstain from voting on the resolution to approve the proposal at the general meeting of Company X
LD73-1 10/2009
(07/2014)
Rules 2.15, 14.49 Whether Mr X and Mr Y each had a material interest in the Proposed Acquisition and was required to abstain from voting on the resolution to approve the Proposed Acquisition at the general meeting of Company A under Rules 2.15 and 14.49
LD72-2 09/2009
(05/2015)
Rule 3.28 Whether Mr X qualified to act as Company A's secretary
LD72-1 09/2009
(05/2015)
Rule 3.28 Whether Mr X qualified to act as Company A's secretary
LD71-1 09/2009 Rule 19.05 Whether the Exchange would consider Germany an acceptable jurisdiction under Chapter 19 of the Listing Rules. How should the Exchange conduct the vetting process for future applicants incorporated in Germany

(Withdrawn, superseded by Germany Country Guide in December 2013)
LD70-1 07/2009
(04/2014)
Rules 4.03, 19.14, 19.20}, Paragraph 2 of Appendix 16 Whether to permit certain Singaporean auditors to act as the reporting accountants in Company A's initial listing and as its auditors after listing. Whether to accept Singapore Financial Reporting Standards ('SFRS') for preparing the accountants' report in Company A's listing document and subsequent financial reports in Hong Kong

(Withdrawn in April 2017)
LD69-1 07/2009 Rules 8.04, 14A.65(4), Paragraph 27A of Appendix 1A Whether Company A must before listing release Parentco's guarantees of its existing banking facility to demonstrate its financial independence from Parentco
LD68-1 07/2009 Rule 10.08 Whether Company A could issue further shares within six months of its listing on the Exchange
LD67-1 04/2009 Rule 2.13 Whether Company A's name was misleading having regard to the nature of its present and future business as disclosed in the prospectus
LD66-1 04/2009
(12/2012)
Rule 8.05(1)(a) Whether the gain/loss from changes in the fair value of the conversion option in relation to Company A's redeemable convertible preferred shares should be excluded from the computation of profit under Rule 8.05(1)(a) (updated in December 2012)
LD65-3 03/2009 Rules 19.05, 19.30 Whether the Exchange would consider Cyprus an acceptable jurisdiction of Company X's incorporation under Chapter 19 of the Listing Rules for the purpose of its proposed primary listing. How should the Exchange conduct the vetting process relating to future applicants incorporated in Cyprus for the purpose of primary or secondary listing on the Exchange

(Withdrawn, superseded by Cyprus Country Guide in December 2013)
LD65-2 03/2009 Rules 19.05, 19.30 Whether the Exchange would consider Luxembourg an acceptable jurisdiction of Company X's incorporation under Chapter 19 of the Listing Rules for the purpose of its proposed primary listing. How should the Exchange conduct the vetting process relating to future applicants incorporated in Luxembourg for the purpose of primary and secondary listings on the Exchange

(Withdrawn, superseded by Luxembourg Country Guide in December 2013)
LD65-1 03/2009 Rules 19.05, 19.30 Whether the Exchange would consider Singapore an acceptable jurisdiction of Company X's incorporation under Chapter 19 of the Listing Rules for the purpose of its proposed primary listing. How should the Exchange conduct the vetting process relating to future applicants incorporated in Singapore for the purpose of primary and secondary listings on the Exchange

(Withdrawn, superseded by Singapore Country Guide in December 2013)