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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.

2006
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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Please visit Archive to view listing decisions which have been superseded or are no longer applicable.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
LD58-1 11/2006 Chapter 19 Whether the Exchange would accept British Columbia as an approved jurisdiction under Chapter 19 of the Listing Rules for the purposes of primary and secondary listings on the Main Board of the Exchange

(Withdrawn, superseded by Canada — British Columbia Country Guide in December 2013)
LD57-1 10/2006 Chapter 19 Whether the Exchange would accept (1) Australia as an approved jurisdiction under Chapter 19 of the Listing Rules for the purposes of primary and secondary listings on the Main Board of the Exchange; and (2) the ASX as an exchange where the standards of shareholder protection are at least equivalent to those provided in Hong Kong

(Withdrawn, superseded by Australia Country Guide in December 2013)
LD56-1 09/2006 (01/2013) Rules 2.03(2) and (4), 2.13, 2A.05, 11.07, 13.09(1), Paragraph 3 of Appendix 5C1 Whether and under what circumstances could the domestic shares of Company X held by Company Y be listed on the Exchange as H shares and sold in the open market
LD55-3 06/2006 (09/2010) Rules 2.03(2) and (4), 9.09 Whether a placing of Company A's shares to the Pre-IPO Investor prior to listing that met the technical requirements regarding disclosure, lock-up and public-float as memorialised in Listing Decision HKEx-LD36-1 complied with Listing Rules 2.03 and 9.09 (case 3)

(Withdrawn on 25/10/2012; Superseded by GL43-12)
LD55-2 06/2006 Rule 2.03(2) and (4) Whether a placing of Company A's shares to the Pre-IPO Investor prior to listing that met the technical requirements regarding disclosure, lock-up and public-float as memorialised in Listing Decision HKEx-LD36-1 complied with Listing Rule 2.03 (case 2)

(Withdrawn on 25/10/2012; Superseded by GL43-12)
LD55-1 06/2006 Rule 2.03(2) and (4) Whether a placing of Company A's shares to the Pre-IPO Investor prior to listing that met the technical requirements regarding disclosure, lock-up and public-float as memorialised in Listing Decision HKEx-LD36-1 complied with Listing Rule 2.03 (case 1)

(Withdrawn on 25/10/2012; Superseded by GL43-12)
LD54-5 06/2006 (09/2009) Rule 2.13 Whether and how unaudited interim financial information of Subsidiary A should be included in the prospectus of Company A when Subsidiary A had published such information in accordance with the requirements of another exchange on which its shares were listed

(Withdrawn in August 2015; Superseded by GL82-15)
LD54-4 06/2006 (09/2009) Rule 2.13 Whether and how unaudited interim financial information should be included in the prospectus of Company A when Company A had published such information that covered a more recent interim period than that required by the Listing Rules in accordance with the requirements of another exchange on which its shares were listed

(Withdrawn in August 2015; Superseded by GL82-15)
LD54-3 06/2006 (04/2014) Paragraphs 5, 8 and 13 of Appendix 6 Whether and under what conditions consent would be given by the Exchange to enable connected clients of the distributors of the Shares to subscribe for and hold the allocation Shares

(Withdrawn on 4/4/2014; Superseded by GL75-14)
LD54-2 06/2006 Rule 8.05(1) (b),
Paragraph 2 of Practice Note 3
Whether the requirement of management continuity under Listing Rule 8.05(1)(b) and Paragraph 2 of Practice Note 3 could be satisfied where the management function was largely vested in one dominant director throughout the track record period
LD54-1 06/2006 Rule 8.05(1) (b),
Paragraph 2 of Practice Note 3
Whether and how the requirement of management continuity under Listing Rule 8.05(1)(b) and Paragraph 2 of Practice Note 3 could be satisfied in a case where the listing applicant is a group comprising a number of subsidiaries
LD53-3 04/2006 GEM Rules 18.03, 18.48A, 18.49 Whether suspension in the trading of the shares of Company A would be required for failing to publish on a timely basis financial information as required under the GEM Listing Rules, and, if required, the length of such suspension

(Withdrawn in April 2015)
LD53-2 04/2006 Rules 14.04(1)(a), 14.04(1)(g) Whether the appointment of and the grant of a mandate to external professional fund manager to manage and invest the Group's surplus cash reserves under the terms of a fund management agreement and the transactions contemplated under such agreement constituted notifiable transactions
LD53-1 04/2006 Rule 13.51(2) Whether the details published in an announcement concerning the appointment of an executive director had complied with all the requirements of Listing Rule 13.51(2) [all references to Listing Rule 13.51(2) in this Listing Decision are made to its form prior to 1 March 2006]
LD52-5 03/2006 Rules 3A.07, 8.08(1)(a), 8.24 Whether, in a case where Associate subscribed for not more than 2% of the enlarged share capital of Company A through conversion of convertible notes shortly prior to listing at ...discounted to the IPO price...subject to ... guaranteed profit clause.... shares held by Associate could be counted as part of the public float as required under Listing Rule 8.08(1)(a)
LD52-4 03/2006 Rules 8.24, 10.07(1)(a) Whether the shares of Company A issued to a pre-IPO investor should be subject to a compulsory lock-up and be counted towards part of the public float where (a) the shares were converted shortly before listing...; and (b) the effective subscription cost of the shares was at a deep discount to the proposed offer price of the shares
LD52-3 03/2006 Rules 8.08(1) (a), 8.24 Whether shares of Company A subscribed by its employees and the employees of its parent company shortly prior to listing at a price discounted to the proposed IPO price should be subject to compulsory lock-up and treated as part of the public float
LD52-2 03/2006 Paragraph 27A of Appendix 1A Whether Company A could meet the requirements of independence from its parent company as contemplated under Paragraph 27A of Part A of Appendix 1 of the Listing Rules in light of the overlapping of directorships between Company A and its parent group
LD52-1 03/2006 General Principles On Land Title Requirements For PRC Mainland Properties Whether Company A was required to obtain long term title certificates for the Leased Properties where it conducted its principle manufacturing activities and the Leased Properties were owned by its controlling shareholder on normal commercial terms

(Withdrawn in July 2010; Superseded by GL19-10)
LD51-5 03/2006 (09/2009) GEM Rule 11.12 Whether the requirements for substantially the same management and ownership throughout the active business pursuit period under GEM Listing Rules 11.12A(2) and (3) were satisfied by aggregating the shareholding interests and control of a group of individual shareholders
LD51-4 03/2006 Rule 8.05(1)(c) Whether the requirement for ownership continuity and control for at least the most recent audited financial year under Listing Rule 8.05(1)(c) could be satisfied in light of the changes in the shareholding interests held by two separate groups of controlling shareholders during the last financial year of the track record period
LD51-3 03/2006 Rules 8.04, 8.10 (a)(iii), Paragraph 27A of Appendix 1A Whether Company A was so dependent on Parentco as to be not suitable for listing given that (1) the executive directors of Company A overlapped with some of the directors of Parentco; (2) Company A and the Parentco Group were in the same industry sector; and (3) common customers were identified
LD51-2 03/2006 Rule 8.10 (a) (iii), Paragraph 27A of Appendix 1A Whether the respective businesses of the Group and the Parentco Group were adequately delineated and whether the disclosure made in the prospectus regarding the Parentco Group's engagement in businesses that competed or were likely to compete with the business of the Group was adequate
LD51-1 03/2006 Rule 8.04, Paragraph 27A of Appendix 1A, General Principles On Land Title Requirements For PRC Mainland Properties Whether Company A's reliance on its parent for certain aspects of its operations rendered Company A not suitable for listing
LD50-5 03/2006 Rule 8.04 Whether a known breach of applicable investment laws committed by the controlling shareholder in his home jurisdiction would prejudice Company A's suitability for listing where such breach was settled prior to listing by agreement with the relevant authority
LD50-4 03/2006 Rules 2.13, 11.17 Whether the inclusion of risk factor disclosure regarding the variability or unreliability of the profit forecast of Company A in its prospectus was inappropriate
LD50-3 03/2006 Rules 2.03(3), 2.13(2) Whether a disclosure of the historical dividend yield in the summary section of the prospectus without explanation of its basis of calculation or likelihood of continuing in the future was misleading
LD50-2 03/2006 Rule 8.21 Whether a waiver from the strict compliance of Listing Rule 8.21 should be granted to Company A to enable it to change its financial year end date such that it conformed with the financial year end dates of the majority of the entities that comprised the Group
LD50-1 03/2006 Rules 11.17, 11.18 Whether a waiver should be granted to Company A to permit it to include in its prospectus a profit estimate of the unaudited financial information of the Group covering a period not coterminous with Company A's financial year-end
LD49-3 03/2006 Rule 14.49 Whether Company A should be granted a waiver from strict compliance with Listing Rule 14.49 which requires that a very substantial acquisition must be made conditional on approval by shareholders in general meeting
LD49-2 03/2006 Rule 8.17 Whether a person who was not a member of the Hong Kong Institute of Company Secretaries (now known as the Hong Kong Institute of Chartered Secretaries) but possessed certain relevant work experience as a company secretary and who was also an associate of another professional body satisfy the requirements of Listing Rules 8.17(2) or 8.17(3)

(Withdrawn in September 2009)
LD49-1 03/2006 Rules 2.07(3), 2.07C(2) Whether cosmetic changes and correction of spelling and grammatical errors to the hard copy of an annual report, a soft copy of which had been published on the Exchange's website could be made by Company A