Listing Rules and Guidance: Contents
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Please visit Archive to view listing decisions which have been superseded or are no longer applicable.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||
|Listing Rules/ Topics||Particulars|
|LD48-4||12/2005 (09/2010) (12/2012)||Rule 9.11(35)(b), Paragraph 11 of Appendix 6||Whether, and under what circumstances, the Exchange should allow a new listing applicant to dispense with the filing of placee lists with respect to its IPO shares sold in public offers outside Hong Kong (Revised Listing Decision)|
|LD48-3||12/2005||Rule 8.05(1)(c)||Whether the requirements for ownership continuity and control under Listing Rule 8.05(1)(c) were satisfied where the controlling shareholder disposed of his shareholdings to a discretionary trust benefiting members of the shareholder's family (other than himself) after the track record period|
|LD48-2||12/2005||Rule 8.05(1)(a)||Whether compensation income arising from the one-time early termination of a contract could be counted towards satisfaction of the profit requirements under Listing Rule 8.05(1)(a)|
|LD48-1||12/2005||Rule 8.04, Paragraph 27A of Appendix 1A||
Whether existing financial assistance granted by the controlling shareholder in the form of counter-guarantees under foreign currency denominated equipment lease agreements in favour of Company A should be permitted to continue after listing
(Withdrawn in September 2009; See LD69-1)
|LD47-5||07/2005||Rules 8.08(2), 8.08(3)||Whether the requirements for public float and free float under Listing Rules 8.08(2) and 8.08(3) could be satisfied based on an estimate of the number of shareholders and shareholder groupings at the time of listing|
|LD47-4||07/2005||Rules 10.07, 10.08||Whether the issue of shares in Company A upon conversion of convertible notes issued by Company A prior to listing on the Exchange should be regarded as a deemed disposal of interest prohibited under Listing Rules 10.07 and 10.08, where such conversion would occur upon or shortly after listing and at a price identical to the IPO price|
|LD47-3||07/2005 (09/2009)||Rules 4.04(1), 8.05(1)(a)||Whether the requirements of Listing Rules 8.05(1) and 4.04(1) could be satisfied where the Group's three financial year trading record period comprised a prior-incorporation period under Company A's predecessor and a post-incorporation period under Company A directly|
|LD47-2||07/2005||Rules 4.28, 4.29, 8.05(2)(e)||Whether the minimum revenue requirement under Listing Rule 8.05(2)(e) could be satisfied by reference to the latest unaudited pro forma combined financial information of the Group which was reorganised from separate groups of entities under respective shareholders during the track record period|
|LD47-1||07/2005||Rules 8.05(2) (b), 8.05(2)(c)||Whether the requirements for ownership and management continuity could be satisfied absent a single legal structure amongst separate groups of entities in the track record period that made up Company A at the time of listing|
|LD46-4||07/2005||Rules 8.06, 9.03(3)||
Whether the Exchange should accept a new Main Board listing application for vetting where the application was filed prior to 15 August 2005, contained financial accounts in audited form for the years ended 31 December 2002, 2003 and 2004, and the sponsor sought guidance from the Exchange in advance
(Withdrawn in July 2009; Superseded by GL6-09)
|LD46-3||07/2005||Rule 8.02||Whether the requirement that a listing applicant must be legally established under Listing Rule 8.02 could be satisfied where the Group utilised a number of cross-shareholdings among its subsidiaries in order to comply with the laws of the place in which these subsidiaries were incorporated and operated their business|
|LD46-2||07/2005||Rule 8.04, Paragraph 27A of Appendix 1A||Whether Company A's reliance on its Parent for the editorial content of certain publication materials upon which Company A relied for its advertising business rendered Company A not suitable for listing|
|LD46-1||07/2005||Rule 8.04, Paragraph 27A of Appendix 1A||Whether Company A's reliance on the Parent Group for certain sales and procurement functions upon the deemed listing rendered Company A unsuitable for listing|
|LD45-3||Q1/2005 (06/2013)||GEM Rules 7.03(1), 11.10||Whether Company A would be granted a waiver from the strict requirements of GEM Listing Rules 7.03(1) and 11.10 to the effect that the accountants' report that was included in its prospectus would not be required to include the financial information up to its latest financial year end? (Withdrawn in June 2013; Superseded by GL25-11)|
|LD45-2||Q1/2005||Rule 8.05(1)(a)||Whether (a) deferred tax credits arising out of netting off the tax effect from bad debt provisions; and (b) tax refunds arising out of capitalization of retained profits and statutory surplus reserves, in the financial statements of Company A could be counted towards satisfaction of the profit requirement of Listing Rule 8.05(1)(a)|
|LD45-1||Q1/2005||Rule 8.05(1) (b), Paragraph 2 of Practice Note 3||Whether the requirement for management continuity under Listing Rule 8.05(1)(b) and Paragraph 2 of Practice Note 3 could be satisfied when only one director had remained on the board of directors throughout the three financial year track record period up to the time of listing|
|LD44-4||Q1/2005||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 by aggregating the shareholding interests and control of a group of individual shareholders|
|LD44-3||Q1/2005||Rule 4.11||Whether the results of Subsidiary A could be consolidated into the financial statements of the Group where the registered capital of Subsidiary A had not yet been fully paid and such consolidation would result in technical non-compliance with the laws of Subsidiary A's place of incorporation|
|LD44-2||Q1/2005||Rules 10.03, 10.04, Paragraphs 5 and 13 of Appendix 6||Whether Shareholder X could purchase shares pursuant to an anti-dilution provision where it was also a connected client of one of the distributors of the shares in the initial public offering of Company A|
|LD44-1||Q1/2005||Rules 8.08, 8.21C, 10.07(1)(a)||Whether, in a case where an asset injection transaction caused Company A to be deemed a new listing applicant, the minimum public float requirement under Listing Rule 8.08 could be satisfied by the placing of existing and/or new Shares of Company A prior to the completion of the asset injection transaction|
Whether the Exchange should accept a new Main Board listing application for vetting where the application was filed prior to 15 February 2005, contained financial accounts in audited form for the years ended 31 December 2001, 2002 and 2003 and six months ended 30 June 2003 and 2004, and the sponsor sought guidance from the Exchange in advance
(Withdrawn in July 2009)
|LD43-3||Q1/2005 (04/2018)||Rules 1.01, 8.04||Whether, in view of the fact that, in the conduct of its business in the PRC, Company A was a party to a number of contract-based structures ("Contractual Arrangements" or "Structured Contracts") between or among Company A, the PRC Subsidiaries, the OPCOs and the Registered Owners, Company A was unsuitable for listing due to legal questions associated with the Contractual Arrangements? (Revised Listing Decision)|
|LD43-2||Q1/2005 (06/2015)||Rules 11.16, 11.17||Whether the inclusion of unaudited financial information of the Acquired Group in the listing document of Company A should be allowed|
|LD43-1||Q1/2005||Rules 8.08(1)(a) and (d), Note (2)(b) to Rule 8.08||Whether in a case where Parentco had a pubic float approaching 50% of its equity capital, it was appropriate to relax the minimum public float requirement of 25% at the time of listing of Company A in the manner contemplated by Rule 8.08|