Listing Rules and Guidance: Contents


 
 

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  • APPENDICES

    • Appendix 1 Contents of Listing Documents

      • Appendix 1A Equity Securities

        Part A

        Equity Securities

        In the case where listing is sought for equity securities of an issuer no part of whose share capital is already listed

        General information about the issuer, its advisers and the listing document

        1. The full name of the issuer.
        2. A statement as follows:—

        "This document, for which the directors of the issuer collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading." (Note 1)
        3. The names and addresses of the issuer's principal bankers, sponsor (in the case of a new applicant), authorised representatives, solicitors, registrars and trustees (if any) and of the solicitors to the issue.
        4. The name, address and professional qualifications of the auditors.
        5. The date and country of incorporation or other establishment of the issuer and the authority under which the issuer was incorporated or otherwise established.
        6. In the case of an issuer not incorporated or otherwise established in Hong Kong, the address of the head office and of the principal place of business (if any) in Hong Kong and of the place of business in Hong Kong registered under Part 16 of the Companies Ordinance, and the name(s) and address(es) of the person(s) in Hong Kong authorised to accept service of process and notices on its behalf.
        7. The provisions or a sufficient summary of the provisions of the articles of association or equivalent document with regard to:—
        (1) any power enabling a director to vote on a proposal, arrangement or contract in which he is materially interested;
        (2) any power enabling the directors, in the absence of an independent quorum, to vote remuneration (including pension or other benefits) to themselves or any members of their body and any other provision as to the remuneration of the directors;
        (3) borrowing powers exercisable by the directors and how such borrowing powers can be varied;
        (4) retirement or non-retirement of directors under an age limit;
        (5) directors' qualification shares;
        (6) changes in capital;
        (7) any time limit after which entitlement to dividend lapses and an indication of the party in whose favour the lapse operates;
        (8) arrangements for transfer of the securities and (where permitted) any restrictions on their free transferability; and
        (9) any restriction on ownership of securities of the Issuer.
        8.
        (1) The name of any promoter. If the promoter is a company, the Exchange may require a statement of its issued share capital, the amount paid up thereon, the date of its incorporation or other establishment, the names of its directors, bankers and auditors, and such other particulars as the Exchange thinks necessary in connection therewith. (Note 2)
        (2) Particulars of any cash, securities or other benefit paid, allotted or given within the two years immediately preceding the issue of the listing document, or proposed to be paid, allotted or given, to any promoter and the consideration for such payment, allotment or other benefit.
        9. Where the listing document includes a statement purporting to be made by an expert, a statement:—
        (1) specifying the qualifications of such expert and whether such expert has any shareholding in any member of the group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the group, and, if so, a full description thereof;
        (2) that the expert has given and has not withdrawn his written consent to the issue of the listing document with the expert's statement included in the form and context in which it is included; and
        (3) of the date on which the expert's statement was made and whether or not it was made by the expert for incorporation in the listing document.
        10. Where relevant, in the absence of a statement that estate duty indemnities have been given, a statement that the directors have been advised that no material liability for estate duty would be likely to fall upon any member of the group. (The Exchange may require any such indemnities to be supported by continuing guarantees.)
        11. Particulars of any other stock exchange on which any part of the equity or debt securities of the issuer is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought, the name of the stock exchange on which the issuer's primary listing is or is to be and particulars of the dealing and settlement arrangements on each such exchange and between such exchanges, or an appropriate negative statement.
        12. Particulars of any arrangement under which future dividends are waived or agreed to be waived.
        13. Particulars of any commissions, discounts, brokerages or other special terms granted within the two years immediately preceding the issue of the listing document in connection with the issue or sale of any capital of any member of the group, together with the names of any directors or proposed directors, promoters or experts (as named in the listing document) who received any such payment or benefit and the amount or rate of the payment or benefit they received, or an appropriate negative statement. (Note 3)
        13A. [Repealed 1 January 2009].

        Information about the securities for which listing is sought and the terms and conditions of their issue and distribution

        14.
        (1) A statement that application has been or will be made to the Exchange for listing of and permission to deal in the securities; and
        (2) A statement that all necessary arrangements have been made enabling the securities to be admitted into CCASS or an appropriate negative statement.
        15.
        (1) The nature and amount of the issue including the number of securities which have been or will be created and/or issued and a full description of, including a summary of the terms attaching to, the securities for which listing is sought.
        (2) The following information concerning the terms and conditions of the issue and distribution, public or private, of the securities in respect of which the application for listing is made where such issue or distribution is being effected in conjunction with the issue of the listing document or has been effected within the 12 months preceding the issue of the listing document:—
        (a) the total amount of the public or private issue and the number of securities offered, where applicable, by category;
        (b) if public or private issues or placings are being made simultaneously on markets within and outside Hong Kong and if a tranche has been or is being reserved for certain of those markets, an indication of any such tranche;
        (c) the issue price or offer price of each security, stating the nominal value of each security;
        (d) the methods of payment of the issue or offer price, particularly as regards the paying-up of securities which are not fully paid;
        (e) the procedure for the exercise of any right of pre-emption and the transferability of subscription rights;
        (f) the period during which the issue or offer of securities will remain open after issue of the listing document, the date and time of the opening of the subscription list, and the names of the receiving bankers;
        (g) the methods of and time limits for delivery of the securities and a statement whether temporary documents of title will be issued;
        (h) the names, addresses and descriptions of the persons underwriting the issue for the issuer and, where not all of the issue is underwritten, a statement of the portion not covered;
        (i) details of any clauses in the underwriting agreement which may affect the obligations of the underwriter under the underwriting agreement after the opening of the issue;
        (j) in the case of an offer for sale of securities, the names, addresses and descriptions of the vendor(s) of the securities or, if there are more than ten vendors, such details of the ten principal vendors and a statement of the number of other vendors and particulars of any beneficial interest possessed by any director of the issuer in any securities so offered for sale; and
        (k) the date or approximate date on which it is expected that the results of a public offer and the basis of allotment will be published as required by rule 12.08 and the newspapers in which the announcement is expected to appear.
        (3) Where an issuer or a selling shareholder has granted an over-allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offering:—
        (a) confirmation that the price stabilising activities will be entered into in accordance with the laws, rules and regulations in place in Hong Kong on stabilisation;
        (b) the reason for entering into the price stabilising activities;
        (c) the number of shares subject to the over-allotment option, the option price, whether the shares issued or sold under an over-allotment option are to be issued or sold on the same terms and conditions as the shares that are subject to the main offering;
        (d) whether there are any other terms, such as the duration, of the option; and
        (e) the purpose for which the option has been granted.
        16. Where listing is sought for securities with a fixed dividend, particulars of the profits cover for dividend.
        17. Where the securities for which listing is sought were issued for cash within the two years immediately preceding the issue of the listing document, or will be issued for cash, a statement or an estimate of the net proceeds of the issue and a statement as to how such proceeds were or are intended to be applied.
        18. Where listing is sought for options, warrants or similar rights to subscribe or purchase equity securities:-
        (1) the maximum number of securities which could be issued on exercise of such rights;
        (2) the period during which such rights may be exercised and the date when this right commences;
        (3) the amount payable on the exercise of such rights;
        (4) the arrangements for transfer or transmission of such rights;
        (5) the rights of the holders on the liquidation of the issuer;
        (6) the arrangements for the variation in the subscription or purchase price or number of securities to take account of alterations to the share capital of the issuer;
        (7) the rights (if any) of the holders to participate in any distributions and/or offers of further securities made by the issuer; and
        (8) a summary of any other material terms of the options, warrants or similar rights.
        19. Where listing is sought for convertible equity securities:
        (1) information concerning the nature of the equity securities to which the convertible equity securities relate and the rights attaching thereto; and
        (2) the conditions of and procedures for conversion, exchange, subscription or purchase and details of the circumstances in which they may be amended.
        20.
        (1) Particulars of any preliminary expenses incurred or proposed to be incurred and by whom the same are payable. (Note 2)
        (2) The amount or estimated amount of the expenses of the issue and of the application for listing so far as the same are not included in the statement of preliminary expenses and by whom the same are payable.
        21. A statement of the net tangible asset backing for each class of security for which listing is sought, after making allowance for any new securities to be issued, as detailed in the listing document. (Note 6)
        22. If known, the date on which dealings will commence.

        Information about the issuer's capital

        23.
        (1) The authorised share capital of the issuer, the amount issued or agreed to be issued, the amount paid up, the nominal value and a description of the shares.
        (2) The amount of any outstanding convertible debt securities and particulars of the conditions governing and the procedures for conversion, exchange or subscription of such securities.
        24. Particulars of and the number of founder or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the group.
        25.
        (1) The voting rights of shareholders.
        (2) If there is more than one class of share, the rights of each class of share as regards voting, dividend, capital, redemption, and the creation or issue of further shares ranking in priority to or pari passu with each class other than the lowest ranking equity.
        (3) A summary of the consents necessary for the variation of such rights.
        26. Particulars of any alterations in the capital of any member of the group within the two years immediately preceding the issue of the listing document, including:—
        (1) where any such capital has been issued or is proposed to be issued as fully or partly paid up otherwise than in cash, particulars of the consideration for which the same has been or is proposed to be issued and in the latter case the extent to which they are so paid up; and
        (2) where any such capital has been issued or is proposed to be issued for cash, particulars of the price and terms upon which the same has been or is proposed to be issued, details of any discounts or other special terms granted and (if not already fully paid) the dates when any instalments are payable with the amount of all calls or instalments in arrear,
        or an appropriate negative statement. (Note 3)
        27. Particulars of any capital of any member of the group which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantee, or an appropriate negative statement. (Note 3)

        Provided that where options have been granted or agreed to be granted to all the members or debenture holders or to any class thereof, or to employees under a share scheme, it shall be sufficient, so far as the names and addresses are concerned, to record that fact without giving the names and addresses of the grantees.
        27A. Details of any controlling shareholder of the issuer, including the name or names of any such controlling shareholder, the amount of its or their interest in the share capital of the issuer and a statement explaining how the issuer is satisfied that it is capable of carrying on its business independently of the controlling shareholder (including any close associate thereof) after listing, and particulars of the matters that it relied on in making such statement.

        General information about the group's activities

        28.
        (1)
        (a) the general nature of the business of the group and, in cases where two or more activities are carried on which are material in terms of profits or losses, assets employed or any other factor, such figures and explanation as are necessary to demonstrate the relative importance of each such activity and details of the main categories of products sold and/or services performed. A commentary should be provided on this information covering changes in each such activity, developments within each such activity and their effects on the results of that activity. It should also include changes in market conditions, new products and services introduced or announced and their impact on the group's performance, changes in market share or position and changes in revenue and margins. If the group trades outside the country of incorporation or other establishment of the issuer a statement showing a geographical analysis of its trading operations. Where a material proportion of the group's assets are situated outside the country of incorporation or other establishment of the issuer, a statement giving the best practicable indication of the amount and situation of such assets and the amount of the assets situated in Hong Kong. (Note 4)
        (b) additional information in respect of major customers (meaning, other than in relation to consumer goods or services, the ultimate customer, and in relation to consumer goods or services the ultimate wholesaler or retailer as the case may be) and suppliers (meaning the ultimate supplier of items which are not of a capital nature) as follows:—
        (i) a statement of the percentage of purchases attributable to the group's largest supplier;
        (ii) a statement of the percentage of purchases attributable to the group's 5 largest suppliers combined;
        (iii) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's largest customer;
        (iv) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's 5 largest customers combined;
        (v) a statement of the interests of any of the directors; their close associates; or any shareholder (which to the knowledge of the directors owns more than 5% of the number of issued shares of the issuer) in the suppliers or customers disclosed under (i) to (iv) above or if there are no such interests a statement to that effect;
        (vi) in the event that the percentage which would fall to be disclosed under (ii) above is less than 30, a statement of that fact shall be given and the information required in (i), (ii) and (v) (in respect of suppliers) may be omitted; and
        (vii) in the event that the percentage which would fall to be disclosed under (iv) above is less than 30, a statement of that fact shall be given and the information required in (iii), (iv) and (v) (in respect of customers) may be omitted.
        Sub-paragraph 28(1)(b) applies to all issuers whose businesses comprise, in whole or in part, the supply of goods or services of whatever nature, and in the case of service references to customers includes the clients of such issuers.

        In relation to consumer goods, references to customers are to the ultimate wholesaler or retailer, except when the issuer's business incorporates the wholesaling or retailing operation. In all other cases references to customers are to ultimate customer.

        References to suppliers are primarily to those who provide goods or services which are specific to an issuer's business and which are required on a regular basis to enable the issuer to continue to supply or service its customers. Suppliers of goods and services which are freely available from a range of suppliers at similar prices or which are otherwise freely available (such as utilities) are excluded. In particular, it is recognised that an obligation on issuers who are providers of financial services (such as banks and insurance companies) to give information about suppliers would be of limited or no value, and there is therefore no disclosure requirement in respect of suppliers to such issuers.

        The Exchange must be consulted if there is any doubt about the application of sub-paragraph 28(1)(b).
        (2) If the issuer is a member of a group, a brief description of that group covering the issuer's position within that group and, if a subsidiary, the names of and the number of shares held (directly or indirectly) by each holding company of the issuer.
        (3) If required by the Exchange, particulars of any contracts for the hire or hire purchase of plant to or by any member of the group for a period of over one year which are substantial in relation to the group's business.
        (4) Particulars of any trade marks, patents or other intellectual or industrial property rights which are material in relation to the group's business and, where such factors are of fundamental importance to the group's business or profitability, a statement regarding the extent to which the group is dependent on such factors.
        (5) Information concerning the policy of the group on the research and development of new products and processes over the past five financial years where significant.
        (6) Particulars of any interruptions in the business of the group which may have or have had a significant effect on the financial position in the last 12 months.
        (7) The number of people employed by the group and changes therein in the last financial year, if such changes are material in the context of the group, with, if possible a breakdown of persons employed by main category of activity. Details of the remuneration of employees, remuneration policies, bonus and share option schemes and training schemes should be provided where relevant.
        (8) Particulars, including location, of the principal investments (if any), including such investments as new plant, factories and research and development, being made or planned by the group.

        (Note 3)
        29.
        (1) In regard to every company the whole of, or a substantial proportion of, whose capital is held or intended to be held (either directly or indirectly) by the issuer, or whose profits or assets make or will make a material contribution to the figures in the accountants' report or the next published accounts, particulars of the name, date and country of incorporation or other establishment, whether public or private, general nature of business, issued capital and the proportion thereof held or intended to be held.
        (2) In regard to the group, particulars of the location of the principal establishments. (Note 3)
        30. In the case of an introduction, a statement that no change in the nature of the business is in contemplation.
        31. Particulars of any restriction affecting the remittance of profits or repatriation of capital into Hong Kong from outside Hong Kong.

        Financial information about the group and the prospects of the group

        32. A statement as at the most recent practicable date (which must be stated) of the following on a consolidated basis if material:—
        (1) the total amount of any debt securities of the group issued and outstanding, and authorised or otherwise created but unissued, and term loans, distinguishing between guaranteed, unguaranteed, secured (whether the security is provided by the issuer or by third parties) and unsecured, or an appropriate negative statement;
        (2) the total amount of all other borrowings or indebtedness in the nature of borrowing of the group including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, distinguishing between guaranteed, unguaranteed, secured and unsecured borrowings and debt, or an appropriate negative statement;
        (3) all mortgages and charges of the group, or an appropriate negative statement; and
        (4) the total amount of any contingent liabilities or guarantees of the group, or an appropriate negative statement. Intra-group liabilities should normally be disregarded, a statement to that effect being made where necessary. (Notes 3 and 4)
        (5) a commentary on:—
        (a) the group's liquidity and financial resources. This may include comments on the level of borrowings at the end of the period under review; the seasonality of borrowing requirements and the maturity profile of borrowings and committed borrowing facilities. Reference may also be made to the funding requirements for capital expenditure commitments and authorisations; and
        (b) the capital structure of the group. This may cover the maturity profile of debt, type of capital instruments used, currency and interest rate structure. The discussion may also include funding and treasury policies and objectives in terms of the manner in which treasury activities are controlled; the currencies in which borrowings are made and in which cash and cash equivalents are held; the extent to which borrowings are at fixed interest rates; the use of financial instruments for hedging purposes and the extent to which foreign currency net investments are hedged by currency borrowings and other hedging instruments.
        33.
        (1) A statement showing the revenue of the group during the three financial years immediately preceding the issue of the listing document which should contain an explanation of the method used for computation of such revenue and a reasonable breakdown between the more important trading activities. In the case of a group, intra-group sales should be excluded.
        (2) The following information in respect of directors' emoluments:—
        (a) the aggregate of the directors' fees for each of the three financial year immediately preceding the issue of the listing document;
        (b) the aggregate of the directors' basic salaries, housing allowances, other allowances and benefits in kind for each of the three financial years immediately preceding the issue of the listing document;
        (c) the aggregate of contributions to pension schemes for directors or past directors for each of the three financial years immediately preceding the issue of the listing document;
        (d) the aggregate of bonuses paid or receivable by directors which are discretionary or are based on the issuer's, the group's or any member of the group's performance (excluding amounts disclosed in (e) and (f) below) for each of the three financial years immediately preceding the issue of the listing document;
        (e) the aggregate of amounts paid or receivable by directors for each of the three financial years immediately preceding the issue of the listing document as an inducement to join or upon joining the issuer; and
        (f) the aggregate of compensation paid or receivable by directors or past directors for each of the three financial years immediately preceding the issue of the listing document for the loss of office as a director of any member of the group or of any other office in connection with the management of the affairs of any member of the group distinguishing between contractual and other payments (excluding amounts disclosed in (b) to (e) above); and
        (g) particulars of any arrangement under which a director has waived or agreed to waive any emoluments for each of the three financial years immediately preceding the issue of the listing document.
        Sub-paragraphs (b) to (f) inclusive require an analysis of the amounts which must be disclosed in the accounts of an issuer incorporated in Hong Kong under the provisions of section 383(1)(a) to (c) (inclusive) of the Companies Ordinance. The requirements of section 383(1)(a) to (c) (inclusive) have, for the purposes of the Exchange Listing Rules, been applied to issuers incorporated or otherwise established outside Hong Kong.

        Where a director is contractually entitled to bonus payments which are fixed in amount such payments are more in the nature of basic salary and accordingly must be disclosed under sub-paragraph (b) above.

        In addition to discretionary bonus payments, all bonus payments to which a director is contractually entitled and are not fixed in amount, together with the basis upon which they are determined must be disclosed under sub-paragraph (d) above.
        (3) Additional information in respect of those five individuals whose emoluments (excluding amounts paid or payable by way of commissions on sales generated by the individual) were the highest in the issuer or the group for the year. Where all five of these individuals are directors of the issuer and the information required to be disclosed by this paragraph has been disclosed in directors' emoluments as required by paragraph 33(2), a statement of this fact shall be made and no additional disclosure is required. Where the details of one or more of the individuals whose emoluments were the highest have not been included in directors' emoluments above, the following information shall be disclosed:—
        (a) the aggregate of basic salaries, housing allowances, other allowances and benefits in kind for each of the three financial years immediately preceding the issue of the listing document;
        (b) the aggregate of contributions to pension schemes for each of the three financial years immediately preceding the issue of the listing document;
        (c) the aggregate of bonuses paid or receivable which are discretionary or are based on the issuer's, the group's or any member of the group's performance (excluding amounts disclosed in (d) and (e) below) for each of the three financial years immediately preceding the issue of the listing document;
        (d) the aggregate of amounts paid or receivable for each of the three financial years immediately preceding the issue of the listing document as an inducement to join or upon joining the issuer or the group; and
        (e) the aggregate of compensation paid or receivable for each of the three financial years immediately preceding the issue of the listing document for the loss of any office in connection with the management of the affairs of any member of the group distinguishing between contractual and other payments (excluding amounts disclosed in (a) to (d) above).
        It is not necessary to disclose the identity of the highest paid individuals.

        The purpose of these disclosures is to provide shareholders with an indication of the fixed management costs of groups and accordingly employees who are higher paid by virtue of sales commissions are to be omitted from this disclosure.
        (4) The following information in addition to the information required under the relevant accounting standard in respect of pension schemes:—
        (a) a brief outline of how contributions are calculated or benefits funded;
        (b) in the case of defined contribution schemes, details of whether forfeited contributions (by employers on behalf of employees who leave the scheme prior to vesting fully in such contributions) may be used by the employer to reduce the existing level of contributions and if so, the amounts so utilised in the course of the year and available at the balance sheet date for such use; and
        (c) in the case of defined benefit plans, an outline of the results of the most recent formal actuarial valuation or later formal review of the scheme on an ongoing basis. This should include disclosure of:—
        (i) the name and qualifications of the actuary, the actuarial method used and a brief description of the main actuarial assumptions;
        (ii) the market value of the scheme assets at the date of their valuation or review (unless the assets are administered by an independent trustee in which case this information may be omitted);
        (iii) the level of funding expressed in percentage terms; and
        (iv) comments on any material surplus or deficiency (including quantification of the deficiency) indicated by (iii) above.
        (5) Except where the issuer is a banking company, a statement of the reserves available for distribution to shareholders by the issuer as at the end of the period reported on.
        34.
        (1)
        (a) General information on the trend of the business of the group since the date to which the latest audited accounts of the issuer were made up;
        (b) a statement as to the financial and trading prospects of the group for at least the current financial year, together with any material information which may be relevant thereto, including all special trade factors or risks (if any) which are not mentioned elsewhere in the listing document and which are unlikely to be known or anticipated by the general public, and which could materially affect the profits; and

        (Note 3)
        (c) the state of the group's order book (where applicable) and prospects for new business including new products and services introduced or announced.
        (2) The issuer must determine in advance with its sponsor whether to include a profit forecast in a listing document. Where a profit forecast appears in any listing document, it must be clear, unambiguous and presented in an explicit manner and the principal assumptions, including commercial assumptions, upon which it is based, must be stated and such profit forecast must be prepared on a basis that is consistent with the accounting policies normally adopted by the issuer. The accounting policies and calculations for the forecast must be examined and reported on by the reporting accountants and their report must be set out. The sponsor must report in addition that they have satisfied themselves that the forecast has been made by the directors after due and careful enquiry, and such report must be set out.

        A "profit forecast" for this purpose means any forecast of profits or losses, however worded, and includes any statement which explicitly or implicitly quantifies the anticipated level of future profits or losses, either expressly or by reference to previous profits or losses or any other benchmark or point of reference. It also includes any profit estimate, being any estimate of profits or losses for a financial period which has expired but for which the results have not yet been audited or published. Any valuation of assets (except property interests (as defined in rule 5.01(3)) or businesses acquired by an issuer based on discounted cash flows or projections of profits, earnings or cash flows is regarded as a profit forecast.
        35. A statement of whether or not the accountants' report is qualified by the reporting accountants and if so, such qualification must be reproduced in full and the reasons for such qualification given.
        36. A statement by the directors that in their opinion the working capital available to the group is sufficient for the group's requirements for at least 12 months from the date of publication of the listing document or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary. (Note 3)

        Note 1: In the case of a Mineral Company, a statement by the directors that in their opinion the issuer has available sufficient working capital for 125% of the group's present requirements.
        Note 2: In the case of a new applicant for listing under Chapter 18A, a statement by the directors that in their opinion the issuer has available sufficient working capital for at least 125% of the group's costs for at least 12 months from the date of publication of its listing document, taking into account the factors in rule 18A.03(4).
        37. An accountants' report in accordance with Chapter 4. The accountants' report must, in addition, comply with the provisions set out in Appendix 16 to the Listing Rules in relation to the disclosure requirements for listing documents.
        38. A statement by the directors of any material adverse change in the financial or trading position of the group since the end of the period reported on in the accountants' report, or an appropriate negative statement.
        39. [Repealed 1 January 2012]
        40. Particulars of any litigation or claims of material importance pending or threatened against any member of the group, or an appropriate negative statement. (Note 3)

        Information about the issuer's management

        41.
        (1) The full name, residential or business address of every director and senior manager or proposed director and senior manager. In addition, brief biographical details in respect of the directors, proposed directors, senior managers and proposed senior managers of the issuer shall be provided. Such details will include name, age, positions held with the issuer and other members of the issuer's group, length of service with the issuer and the group, relevant management expertise and experience including current and past directorships in other listed public companies in the last three years, and such other information of which shareholders should be aware, pertaining to the ability or integrity of such persons. As regards the biographical details in respect of each director, proposed director, supervisor and proposed supervisor, such details must not be less than those required to be disclosed in an announcement relating to the appointment or re-designation of the director or supervisor pursuant to rule 13.51(2).

        (Note 7)
        (2) Where the issuer is to be listed under rule 8.05(3) and wishes to apply for a waiver of the trading record period requirement, or where the issuer is an infrastructure company and wishes to apply for a waiver of the profit or other financial standards requirement, the relevant management expertise and experience of such persons described in paragraph 41(1) of at least three years in the line of business and industry of the issuer.
        (3) Where any of the directors or senior managers are related, having with any other director or senior manager any one of the relationships set out below, that fact should be stated. The relationships are spouse; any person cohabiting with the director or senior manager as a spouse; and any relative meaning a child or step-child regardless of age, a parent or step-parent, a brother, sister, step-brother or a stepsister, a mother-in-law, a father-in-law, son-in-law, daughter-in law, brother-in-law or sister-in-law.
        (4) Where any director or proposed director is a director or employee of a company which has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, that fact shall be stated.
        (5) It is the responsibility of the directors of the issuer to determine which individual or individuals constitute senior management. Senior management may include directors of subsidiaries and heads of divisions, departments or other operating units within the group as senior management as, in the opinion of the issuer's directors, is appropriate.
        (6) Where the issuer is a Mineral Company and wishes to apply for a waiver of the profit or other financial standards requirements under rule 18.04, the relevant management expertise and experience of such persons described in paragraph 41(1) of at least five years relevant to the exploration and/or extraction activity that the Mineral Company is pursuing.
        42. The full name and professional qualification, if any, of the secretary of the issuer.
        43. The situation of the registered office and, if different, the head office and transfer office.
        44. Details of any share schemes to which Chapter 17 applies.
        45.
        (1) A statement showing the interests and short positions of each director and chief executive of the issuer in the shares, underlying shares and debentures of the issuer or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance) which:—
        (a) will have to be notified to the issuer and the Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including interests and short positions which he is taken or deemed to have under such provisions of Securities and Futures Ordinance) once the issuer's securities are listed; or
        (b) will be required, pursuant to section 352 of the Securities and Futures Ordinance, to be entered in the register referred to therein, once the issuer's securities are listed; or
        (c) will be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the issuer and the Exchange once the issuer's securities are listed;
        or an appropriate negative statement. Provided that the Exchange may agree in its sole discretion that compliance with this paragraph may be modified or waived in respect of any associated corporation, if in the opinion of the Exchange, the number of associated companies in respect of which each director and chief executive is taken or deemed to have an interest or short position under Part XV of the Securities and Futures Ordinance is such that compliance with this paragraph would result in particulars being given which are not material in the context of the group and are excessive in length.
        (1A) A statement required by sub-paragraph 45(1) must specify the company in which the interests or short positions are held, the class to which those securities belong and the number of such securities held. The statement need not disclose:
        (a) the interests of a director in the shares of the listed issuer or any of its subsidiaries if such interest is held solely in a non-beneficial capacity and is for the purpose of holding the requisite qualifying shares;
        (b) the non-beneficial interests of directors in the shares of any subsidiary of the listed issuer in so far as that interest comprises the holding of shares subject to the terms of a written, valid and legally enforceable declaration of trust in favour of the parent company of that subsidiary or the listed issuer and such interest is held solely for the purpose of ensuring that the relevant subsidiary has more than one member;
        Note: Where interests in securities arising from the holding of such securities as qualifying shares are not disclosed pursuant to the exception provided in this paragraph, a general statement should nevertheless be made to indicate that the directors hold qualifying shares.
        (2) A statement showing the name, so far as is known to any director or chief executive of the issuer, of each person, other than a director or chief executive of the issuer, who has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or, who is, directly or indirectly, interested in ten per cent or more of the issued voting shares of any other member of the group and the amount of each of such person's interest in such securities, together with particulars of any options in respect of such securities, or, if there are no such interests or short positions, an appropriate negative statement. (Note 3)

        (Note 5)
        46.
        (1) Particulars of directors' existing or proposed service contracts with any member of the group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)), or an appropriate negative statement.
        (2) The aggregate of the remuneration paid and benefits in kind granted to the directors of the issuer by any member of the group in respect of the last completed financial year under any description whatsoever.
        (3) An estimate of the aggregate remuneration payable to, and benefits in kind receivable by, the directors or any proposed directors of the issuer by any member of the group in respect of the current financial year under the arrangements in force at the date of the listing document.

        (Note 3)
        47.
        (1) Full particulars of the nature and extent of the interest, direct or indirect, if any, of every director or proposed director or expert (as named in the listing document), in the promotion of, or in any assets which have been, within the two years immediately preceding the issue of the listing document, acquired or disposed of by or leased to, any member of the group, or are proposed to be acquired or disposed of by or leased to any member of the group, including:—
        (a) the consideration passing to or from any member of the group; and
        (b) short particulars of all transactions relating to any such assets which have taken place within such period or which are to take place,
        or an appropriate negative statement. (Notes 2 and 3)
        (2) Full particulars of any contract or arrangement subsisting at the date of the listing document in which a director of the issuer is materially interested and which is significant in relation to the business of the group, or an appropriate negative statement. (Note 3)

        Use of Proceeds

        48. Otherwise than on an introduction, details of the intended use of the proceeds of the issue.
        49.
        (1) Where relevant, as respects any property to which this paragraph applies:—
        (a) the names and addresses of the vendors;
        (b) the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor; and
        (c) short particulars of any transaction relating to the property completed within the two preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect.
        (2) The property to which this paragraph applies is property purchased or acquired by the issuer or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue or the purchase or acquisition of which has not been completed at the date of the issue of the listing document, other than property:—
        (a) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the issuer's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or
        (b) as respects which the amount of the purchase money is not material.
        50. The amount, if any, paid or payable as purchase money in cash, shares or debentures for any property to which paragraph 49 applies, specifying the amount, if any, payable for goodwill.

        Additional information on mineral companies

        51. In the case of mineral companies, the information set out in Chapter 18.

        Information on property interests

        51A. Where required by Chapter 5, information set out in that Chapter.

        Material contracts and documents for inspection

        52. The dates of and parties to all material contracts (not being contracts entered into in the ordinary course of business) entered into by any member of the group within the two years immediately preceding the issue of the listing document, together with a summary of the principal contents of such contracts and particulars of any consideration passing to or from any member of the group. (Note 3)
        53. Details of a reasonable period of time (being not less than 14 days) during which and a place in Hong Kong at which the following documents (or copies thereof) where applicable may be inspected:—
        (1) the memorandum and articles of association or equivalent documents of the issuer;
        (2) each contract disclosed pursuant to paragraphs 46(1) and 52 or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof;
        (3) all reports, letters or other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in the listing document;
        (4) a written statement signed by the reporting accountants setting out the adjustments made by them in arriving at the figures shown in their report and giving the reasons therefore; and
        (5) the audited accounts of the issuer or, in the case of a group, the consolidated audited accounts of the issuer and its subsidiaries for each of the two financial years immediately preceding the issue of the listing document together with (in the case of a Hong Kong issuer) all notes, certificates or information required by the Companies Ordinance.

        (Note 3)

        NOTES

        Note 1 In cases where the directors of the issuer are responsible for part of the listing document, the directors of another company being responsible for the remainder, the statement should be appropriately adapted. In exceptional cases the Exchange may require other persons to give, or join in, the statement of responsibility in which case the listing document should also be modified appropriately.

        Note 2 In the case of an issuer which has carried on the same business for more than two years immediately preceding the issue of the listing document, application may be made to the Exchange to dispense with the requirements of paragraphs 8, 20(1) and 47, in so far as it relates to interests in the promotion.

        Note 3 Under paragraphs 13, 26, 27, 28, 29(2), 32, 34, 36, 40, 45(2), 46, 47, 52 and 53, reference to the group is to be construed as including any company which will become a subsidiary of the issuer by reason of an acquisition which has been agreed or proposed since the date to which the latest audited accounts of the issuer have been made up.

        Note 4 [Repealed 1 April 2015]

        Note 5 For the purposes of paragraph 45 particulars should be given of the extent of any duplication which occurs.

        Note 6 Where an issuer has caused any property interests to be valued (in accordance with Chapter 5) or has caused any valuation to be made of any other tangible assets and included such a valuation in the prospectus relating to its initial public offer, the issuer is required to state in its prospectus, by way of note to the adjusted net tangible asset statement, the additional depreciation (if any) that would be charged against the income statement had such assets been stated at valuation.

        Note 7 For the purposes of paragraph 41 "other listed public companies" means other public companies the securities of which are listed on any securities market in Hong Kong (including but not limited to the Main Board and GEM) or overseas.

      • Appendix 1B Equity Securities

        Part B

        Equity Securities

        In the case where listing is sought for equity securities of an issuer some part of whose share capital is already listed

        General information about the issuer, its advisers and the listing document

        1. The full name of the issuer.
        2. A statement as follows:—

        "This document, for which the directors of the issuer collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading." (Note 1)
        3. The names and addresses of the issuer's principal bankers, authorised representatives, solicitors, registrars and trustees (if any) and of the solicitors to the issue.
        4. The name, address and professional qualifications of the auditors.
        5. Where the listing document includes a statement purporting to be made by an expert, a statement:—
        (1) specifying the qualifications of such expert and whether such expert has any shareholding in any member of the group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the group and, if so, a full description thereof;
        (2) that the expert has given and has not withdrawn his written consent to the issue of the listing document with the expert's statement included in the form and context in which it is included; and
        (3) of the date on which the expert's statement was made and whether or not it was made by the expert for incorporation in the listing document.
        6.
        (1) Particulars of any other stock exchange on which any part of the equity or debt securities of the issuer is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought;
        (2) the name of the stock exchange on which the issuer's primary listing is or is to be; and
        (3) particulars of the dealing and settlement arrangements on each such exchange and between such exchanges,
        or an appropriate negative statement.
        7. Particulars of any arrangement under which future dividends are waived or agreed to be waived.
        8. Particulars of any commissions, discounts, brokerages or other special terms granted since the date to which the latest published audited accounts of the issuer were made up in connection with the issue or sale of any capital of any member of the group, together with the names of any directors or proposed directors, promoters or experts (as named in the listing document) who received any such payment or benefit and the amount or rate of the payment or benefit they received, or an appropriate negative statement. (Note 2)
        8A. [Repealed 1 January 2009]

        Information about the securities for which listing is sought and the terms and conditions of their issue and distribution

        9.
        (1) A statement that application has been or will be made to the Exchange for listing of and permission to deal in the securities; and
        (2) In case of a new class of securities to be listed, a statement that all necessary arrangements have been made enabling the securities to be admitted into CCASS or an appropriate negative statement.
        10. The nature and amount of the issue including the number of securities which have been or will be created and/or issued, if predetermined.
        11. Where the securities for which listing is sought were issued for cash since the date to which the latest published audited accounts of the issuer were made up, or will be issued for cash, a statement or an estimate of the net proceeds of the issue and a statement as to how such proceeds were or are intended to be applied, provided that, in the case of a fully underwritten rights issue or open offer, if the net proceeds are not intended to be used for a specific purpose, the statement may refer to the net proceeds being used for general corporate funding purposes.
        12. The amount or estimated amount of the expenses of the issue and of the application for listing and by whom the same are payable.
        13. A statement of the net tangible asset backing for each class of security for which listing is sought, after making allowance for any new securities to be issued, as detailed in the listing document.
        14. If known, the date on which dealings will commence.
        15. Where the securities for which listing is sought are allotted by way of exchange or substitution, an explanation of the financial effects thereof and the effect on existing share rights.
        16. Where the securities for which listing is sought are allotted by way of capitalisation of reserves or profits or by way of bonus to the holders of an existing security, a statement as to the pro rata entitlement, the last date on which transfers were or will be accepted for registration for participation in the issue, how the securities rank for dividend, whether the securities rank pari passu with any listed securities, the nature of the document of title, its proposed date of issue and whether or not it is renounceable and how fractions (if any) are to be treated.
        17. Where listing is sought for shares which will not be identical with shares already listed:—
        (1) a statement of the rights as regards dividend, capital, redemption and voting attached to such shares and (except as regards the lowest ranking equity) as to the right of the issuer to create or issue further shares ranking in priority thereto or pari passu therewith; and
        (2) a summary of the consents necessary for the variation of such rights.
        18. Where the securities for which listing is sought are offered by way of rights or by way of an open offer to the holders of an existing listed security, a statement as to:—
        (1) how securities not taken up will be dealt with and the time, being not less than 10 business days, in which the offer may be accepted. In cases where the issuer has a large number of overseas members a longer offer period may be desirable, provided that the Exchange must be consulted if the issuer proposes an offer period of over 15 business days;
        (2) the pro rata entitlement (if applicable), the last date on which transfers were accepted for registration for participation in the issue, how the securities rank for dividend, whether the securities rank pari passu with any listed securities, the nature of the document of title and its proposed date of issue, and how fractions (if any) are to be treated;
        (3) whether the board of directors has received any information from any substantial shareholders of their intention to take up the securities provisionally allotted or offered to them or to be provisionally allotted or offered to them and particulars thereof; and
        (4) the matters required to be disclosed by Rules 7.19(2), (3), (4), (6) and (7), 7.21(1) and (2), 7.24(2), (3), (5) and (6), 7.26A(1) and (2) and/or 14A.92(2)(b), where appropriate.
        19. Where listing is sought for securities with a fixed dividend, particulars of the profits cover for dividend .
        20. Where listing is sought for options, warrants or similar rights to subscribe or purchase equity securities:—
        (1) the maximum number of securities which could be issued on exercise of such rights;
        (2) the period during which such rights may be exercised and the date when this right commences;
        (3) the amount payable on the exercise of such rights;
        (4) the arrangements for transfer or transmission of such rights;
        (5) the rights of the holders on the liquidation of the issuer;
        (6) the arrangements for the variation in the subscription or purchase price or number of securities to take account of alterations to the share capital of the issuer;
        (7) the rights (if any) of the holders to participate in any distributions and/or offers of further securities made by the issuer; and
        (8) a summary of any other material terms of the options, warrants or similar rights.
        21. Where listing is sought for convertible equity securities:—
        (1) information concerning the nature of the equity securities to which the convertible equity securities relate and the rights attaching thereto; and
        (2) the conditions of and procedures for conversion, exchange, subscription or purchase and details of the circumstances in which they may be amended.

        Information about the issuer's capital

        22.
        (1) The authorised share capital of the issuer, the amount issued or agreed to be issued, the amount paid up, the nominal value and a description of the shares.
        (2) The amount of any outstanding convertible debt securities and particulars of the conditions governing and the procedures for conversion, exchange or subscription of such securities.
        23. Particulars of and the number of founder or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the group.
        24. Particulars of any alterations in the capital of any member of the group since the date to which the latest published audited accounts of the issuer were made up, including:—
        (1) where any such capital has been issued or is proposed to be issued as fully or partly paid up otherwise than in cash, particulars of the consideration for which the same has been or is proposed to be issued and in the latter case, the extent to which they are so paid up; and
        (2) where any such capital has been issued or is proposed to be issued for cash, particulars of the price and terms upon which the same has been or is proposed to be issued, details of any discounts or other special terms granted and (if not already fully paid) the dates when any instalments are payable with the amount of all calls or instalments in arrear,
        or an appropriate negative statement. (Note 2)
        25. Particulars of any capital of any member of the group which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantee, or an appropriate negative statement. (Note 2)

        Provided that where options have been granted or agreed to be granted to all the members or debenture holders or to any class thereof, or to employees under a share scheme, it shall be sufficient, so far as the names and addresses are concerned, to record that fact without giving the names and addresses of the grantees.

        General information about the group's activities

        26.
        (1)
        (a) The general nature of the business of the group and, in cases where two or more activities are carried on which are material in terms of profits or losses, assets employed or any other factor, such figures and explanation as are necessary to demonstrate the relative importance of each such activity and details of the main categories of products sold and/or services performed and an indication of any significant new products and/or activities. If the group trades outside the country of incorporation or other establishment of the issuer a statement showing a geographical analysis of its trading operations. Where a material proportion of the group's assets are situated outside the country of incorporation or other establishment of the issuer, a statement giving the best practicable indication of the amount and situation of such assets and the amount of the assets situated in Hong Kong. (Note 3)
        (b) additional information in respect of major customers (meaning, other than in relation to consumer goods or services, the ultimate customer, and in relation to consumer goods or services the ultimate wholesaler or retailer as the case may be) and suppliers (meaning the ultimate supplier of items which are not of a capital nature) as follows:—
        (i) a statement of the percentage of purchases attributable to the group's largest supplier;
        (ii) a statement of the percentage of purchases attributable to the group's 5 largest suppliers combined;
        (iii) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's largest customer;
        (iv) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's 5 largest customers combined;
        (v) a statement of the interests of any of the directors; their close associates; or any shareholder (which to the knowledge of the directors owns more than 5% of the number of issued shares of the issuer) in the suppliers or customers disclosed under (i) to (iv) above or if there are no such interests a statement to that effect;
        (vi) in the event that the percentage which would fall to be disclosed under (ii) above is less than 30, a statement of that fact shall be given and the information required in (i), (ii) and (v) (in respect of suppliers) may be omitted; and
        (vii) in the event that the percentage which would fall to be disclosed under (iv) above is less than 30, a statement of that fact shall be given and the information required in (iii), (iv) and (v) ( in respect of customers) may be omitted.
        Sub-paragraph 26(1)(b) applies to all issuers whose businesses comprise, in whole or in part, the supply of goods or services of whatever nature, and in the case of service references to customers includes the clients of such issuers.

        In relation to consumer goods, references to customers are to the ultimate wholesaler or retailer, except when the issuer's business incorporates the wholesaling or retailing operation. In all other cases references to customers are to ultimate customer.

        References to suppliers are primarily to those who provide goods or services which are specific to an issuer's business and which are required on a regular basis to enable the issuer to continue to supply or service its customers. Suppliers of goods and services which are freely available from a range of suppliers at similar prices or which are otherwise freely available (such as utilities) are excluded. In particular, it is recognised that an obligation on issuers who are providers of financial services (such as banks and insurance companies) to give information about suppliers would be of limited or no value, and there is therefore no disclosure requirement in respect of suppliers to such issuers.

        The Exchange must be consulted if there is any doubt about the application of sub-paragraph 26(1)(b).
        (2) If required by the Exchange, particulars of any contracts for the hire or hire purchase of plant to or by any member of the group for a period of over one year which are substantial in relation to the group's business.
        (3) Particulars of any trade marks, patents or other intellectual or industrial property rights which are material in relation to the group's business and, where such factors are of fundamental importance to the group's business or profitability, a statement regarding the extent to which the group is dependent on such factors.
        (4) Particulars of any interruptions in the business of the group which may have or have had a significant effect on the financial position in the last 12 months.
        (5) Particulars, including location, of the principal investments (if any), including such investments as new plant, factories and research and development, being made or planned by the group.

        (Note 2)
        27. Particulars of any restriction affecting the remittance of profits or repatriation of capital into Hong Kong from outside Hong Kong.

        Financial information about the group and the prospects of the group

        28. A statement as at the most recent practicable date (which must be stated) of the following on a consolidated basis if material:—
        (1) the total amount of any debt securities of the group issued and outstanding, and authorised or otherwise created but unissued, and term loans, distinguishing between guaranteed, unguaranteed, secured (whether the security is provided by the issuer or by third parties) and unsecured, or an appropriate negative statement;
        (2) the total amount of all other borrowings or indebtedness in the nature of borrowing of the group including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, distinguishing between guaranteed, unguaranteed, secured and unsecured borrowings and debt, or an appropriate negative statement;
        (3) all mortgages and charges of the group, or an appropriate negative statement; and
        (4) the total amount of any contingent liabilities or guarantees of the group, or an appropriate negative statement.

        Intra-group liabilities should normally be disregarded, a statement to that effect being made where necessary. (Notes 2 and 3)
        29.
        (1)
        (a) General information on the trend of the business of the group since the date to which the latest published audited accounts of the issuer were made up; and
        (b) a statement as to the financial and trading prospects of the group for at least the current financial year, together with any material information which may be relevant thereto, including all special trade factors or risks (if any) which are not mentioned elsewhere in the listing document and which are unlikely to be known or anticipated by the general public, and which could materially affect the profits. (Note 2)
        (2) The issuer must determine in advance with its financial adviser whether to include a profit forecast in a listing document. Where a profit forecast appears in any listing document, it must be clear, unambiguous and presented in an explicit manner and the principal assumptions, including commercial assumptions, upon which it is based, must be stated. The accounting policies and calculations for the forecast must be examined and reported on by the reporting accountants or auditors, as appropriate, and their report must be set out. The financial adviser must report in addition that they have satisfied themselves that the forecast has been stated by the directors after due and careful enquiry, and such report must be set out.

        A "profit forecast" for this purpose means any forecast of profits or losses, however worded, and includes any statement which explicitly or implicitly quantifies the anticipated level of future profits or losses, either expressly or by reference to previous profits or losses or any other benchmark or point of reference. It also includes any profit estimate, being any estimate of profits or losses for a financial period which has expired but for which the results have not yet been published. Any valuation of assets (except property interests (as defined in rule 5.01(3)) or businesses acquired by an issuer based on discounted cash flows or projections of profits, earnings or cash flows is regarded as a profit forecast.
        30. A statement by the directors that in their opinion the working capital available to the group is sufficient for the group's requirements for at least 12 months from the date of publication of the listing document or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary. (Note 2)
        31.
        (1) Where required by Chapter 4, a report by the reporting accountants in accordance with that Chapter. The accountants' report must, in addition, comply with the provisions set out in Appendix 16 to the Listing Rules in relation to the disclosure requirements for circulars.
        (2) If after the date to which the latest published audited accounts of the issuer have been made up, any member of the group has acquired or agreed to acquire or is proposing to acquire a business or an interest in the share capital of a company whose profits or assets make or will make a material contribution to the figures in the auditors' report or next published accounts of the issuer:—
        (a) a statement of the general nature of the business or of the business of the company in which an interest has been or is being acquired, together with particulars of the situation of the principal establishments and of the principal products;
        (b) a statement of the aggregate value of the consideration for the acquisition and how it was or is to be satisfied; and
        (c) if the aggregate of the remuneration payable to and benefits in kind receivable by the directors of the acquiring company will be varied in consequence of the acquisition, full particulars of such variation; if there will be no variation, a statement to that effect.
        (3) Information for the last three financial years with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited balance sheet together with the notes on the annual accounts for the last financial year:—
        (a) for the group; and
        (b) for any company acquired since the date of the last published audited accounts of the group in respect of which an accountants' report has already been submitted to shareholders or which was itself during the last 12 months a listed issuer.

        (Note 6)
        32. A statement by the directors of any material adverse change in the financial or trading position of the group since the date to which the latest published audited accounts of the issuer have been made up, or an appropriate negative statement.
        33. Particulars of any litigation or claims of material importance pending or threatened against any member of the group, or an appropriate negative statement. (Note 2)

        Information about the issuer's management

        34. The full name, residential or business address of every director and senior manager or proposed director and senior manager. In addition, brief biographical details in respect of the directors, proposed directors, senior managers and proposed senior managers of the issuer shall be provided. Such details will include name, age, positions held with the issuer and other members of the issuer's group, length of service with the issuer and the group including current and past directorships in other listed public companies in the last three years and such other information (which may include business experience) of which shareholders should be aware, pertaining to the ability or integrity of such persons. Where any of the directors or senior managers are related, having with any other director or senior manager any one of the relationships set out below, that fact should be stated. The relationships are spouse; any person cohabiting with the director or senior manager as a spouse; and any relative meaning a child or step-child regardless of age, a parent or step-parent, a brother, sister, step-brother or a step-sister, a mother-in-law, a father-in law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Where any director or proposed director is a director or employee of a company which has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, that fact shall be stated.

        It is the responsibility of the directors of the issuer to determine which individual or individuals constitute senior management. Senior management may include directors of subsidiaries and heads of divisions, departments or other operating units within the group as senior management as, in the opinion of the issuer's directors, is appropriate.

        (Note 5)
        35. The full name and professional qualification, if any, of the secretary of the issuer.
        36. The situation of the registered office and, if different, the head office and transfer office.
        37. Details of any share schemes to which Chapter 17 applies.
        38.
        (1) A statement showing the interests and short positions of each director and chief executive of the issuer in the shares, underlying shares and debentures of the issuer or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance) which:—
        (a) are required to be notified to the issuer and the Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including interests and short positions which he is taken or deemed to have under such provisions of Securities and Futures Ordinance); or
        (b) are required, pursuant to section 352 of the Securities and Futures Ordinance, to be entered in the register referred to therein; or
        (c) are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the issuer and the Exchange;
        or an appropriate negative statement. Provided that the Exchange may agree in its sole discretion that compliance with this paragraph may be modified or waived in respect of any associated corporation if, in the opinion of the Exchange, the number of associated companies in respect of which each director and chief executive is taken or deemed to have an interest or short position under Part XV of the Securities and Futures Ordinance is such that compliance with this paragraph would result in particulars being given which are not material in the context of the group and are excessive in length; and
        (1A) A statement required by sub-paragraph 38(1) must specify the company in which the interests or short positions are held, the class to which those securities belong and the number of such securities held. The statement need not disclose:
        (a) the interests of a director in the shares of the listed issuer or any of its subsidiaries if such interest is held solely in a non-beneficial capacity and is for the purpose of holding the requisite qualifying shares;
        (b) the non-beneficial interests of directors in the shares of any subsidiary of the listed issuer in so far as that interest comprises the holding of shares subject to the terms of a written, valid and legally enforceable declaration of trust in favour of the parent company of that subsidiary or the listed issuer and such interest is held solely for the purpose of ensuring that the relevant subsidiary has more than one member;
        Note: Where interests in securities arising from the holding of such securities as qualifying shares are not disclosed pursuant to the exception provided in this paragraph, a general statement should nevertheless be made to indicate that the directors hold qualifying shares.
        (2) A statement showing the name, so far as is known to any director or chief executive of the issuer, of each person, other than a director or chief executive of the issuer, who has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or, who is, directly or indirectly, interested in ten per cent. or more of the issued voting shares of any other member of the group and the amount of each of such person's interest in such securities, together with particulars of any options in respect of such securities, or, if there are no such interests or short positions, an appropriate negative statement. (Note 2)

        (Note 4)
        39. Particulars of directors' existing or proposed service contracts with any member of the group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)), or an appropriate negative statement. (Note 2)
        40.
        (1) Full particulars of the nature and extent of the interest, direct or indirect, if any, of every director or proposed director or expert (as named in the listing document) in any assets which have been, since the date to which the latest published audited accounts of the issuer were made up, acquired or disposed of by or leased to any member of the group, or are proposed to be acquired or disposed of by or leased to any member of the group, including:—
        (a) the consideration passing to or from any member of the group; and
        (b) short particulars of all transactions relating to any such assets which have taken place within such period,
        or an appropriate negative statement.
        (2) Full particulars of any contract or arrangement subsisting at the date of the listing document in which a director of the issuer is materially interested and which is significant in relation to the business of the group, or an appropriate negative statement.

        (Note 2)

        Additional information on mineral companies

        41. In the case of mineral companies, the information set out in Chapter 18.

        Material contracts and documents for inspection

        42. The dates of and parties to all material contracts (not being contracts entered into in the ordinary course of business) entered into by any member of the group within the two years immediately preceding the issue of the listing document, together with a summary of the principal contents of such contracts and particulars of any consideration passing to or from any member of the group. (Note 2)
        43. Details of a reasonable period of time (being not less than 14 days) during which and a place in Hong Kong at which the following documents (or copies thereof) where applicable may be inspected:—
        (1) the memorandum and articles of association or equivalent documents of the issuer;
        (2) each of the following contracts:—
        (a) any service contracts disclosed pursuant to paragraph 39;
        (b) any material contracts disclosed pursuant to paragraph 42; and
        (c) in the case of a connected transaction circular any contracts referred to in the circular,
        or where any of the above contracts have not been reduced into writing, a memorandum giving full particulars thereof;
        (3) all reports, letters or other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in the listing document;
        (4) a written statement signed by the reporting accountants setting out the adjustments made by them in arriving at the figures shown in their report and giving the reasons therefor;
        (5) the audited accounts of the issuer or, in the case of a group the consolidated audited accounts of the issuer and its subsidiaries for each of the two financial years immediately preceding the issue of the listing document together with (in the case of a Hong Kong issuer) all notes, certificates or information required by the Companies Ordinance; and
        (6) a copy of each circular issued pursuant to the requirements set out in Chapters 14 and/or 14A which has been issued since the date of the latest published audited accounts.

        (Note 2)

        NOTES

        Note 1 In cases where the directors of the issuer are responsible for part of the listing document, the directors of another company being responsible for the remainder, the statement should be appropriately adapted. In exceptional cases the Exchange may require other persons to give, or join in, the statement of responsibility in which case the listing document should also be modified appropriately.

        Note 2 Under paragraphs 8, 24, 25, 26, 28, 29(1)(b), 30, 33, 38(2), 39, 40, 42, and 43, reference to the group is to be construed as including any company which will become a subsidiary of the issuer by reason of an acquisition which has been agreed or proposed since the date to which the latest audited accounts of the issuer have been made up.

        Note 3 [Repealed 1 April 2015]

        Note 4 For the purposes of paragraph 38 particulars should be given of the extent of any duplication which occurs.

        Note 5 For the purposes of paragraph 34 "other listed public companies" means other public companies the securities of which are listed on any securities market in Hong Kong (including but not limited to the Main Board and GEM) or overseas.

        Note 6 For the purpose of paragraph 31(3), the information may be incorporated in the listing document or circular of the listed issuer by reference to its other documents published under the Exchange Listing Rules.

      • Appendix 1C Debt Securities

        Part C

        Debt Securities

        In the case where listing is sought for debt securities

        General information about the issuer, its advisers and the listing document

        1. The full name of the issuer.
        2. A statement as follows:—

        "This document, for which the directors of the issuer collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading." (Note 1)
        3. The names and addresses of the issuer's authorised representatives, solicitors and, if any, receiving bankers, registrars, trustee, fiscal agent, paying agents and the solicitors to the issue.
        4. The name, address and professional qualifications of the auditors.
        5. The date and country of incorporation or other establishment of the issuer and the authority under which the issuer was incorporated or otherwise established and, if not incorporated or established with perpetual existence, a statement to that effect.
        6. Details of the legislation under which the issuer is incorporated or otherwise established and whether its liabilities are limited and, if so, in what manner or any other legal form which it has adopted under that legislation.
        7. In the case of an issuer not incorporated or otherwise established in Hong Kong, the address of the head office and of the principal place of business (if any) in Hong Kong and of the place of business, if any, in Hong Kong registered under Part 16 of the Companies Ordinance, and the name(s) and address(es) of the person(s) in Hong Kong authorised to accept service of process and notices on its behalf.
        8. Where the listing document includes a statement purporting to be made by an expert, a statement:—
        (1) specifying the name, address and professional qualifications of such expert and the date on which the expert's statement was made;
        (2) that the expert has given and has not withdrawn his written consent to the issue of the listing document with the expert's statement included in the form and context in which it is included;
        (3) whether or not the statement was made by the expert for incorporation in the listing document; and
        (4) specifying whether such expert has any shareholding in any member of the group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the group and, if so, a full description thereof.
        9. Particulars of any other stock exchange on which any part of the equity securities of the issuer is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought and the name of the stock exchange on which the issuer's primary listing is or is to be, or an appropriate negative statement.

        Information about the securities for which listing is sought and the terms and conditions of their issue and distribution

        10. A statement that application has been or will be made to the Exchange for listing of and permission to deal in the securities.
        11. The amount or estimated amount of the expenses of the issue and of the application for listing and by whom the same are payable.
        12. If known, the date on which permission to deal in the debt securities on the Exchange is expected to become effective.

        Information concerning the debt securities

        13. An estimate of the net proceeds of the issue and a statement as to how such proceeds are intended to be applied.
        14. A description of or the text of the terms and conditions of the issue containing:—
        (1) the nominal amount of the issue or if this amount is not fixed, a statement to that effect, the nature and number of the debt securities and the denomination(s);
        (2) a summary of the rights conferred upon the holders and particulars of the security;
        (3) except in the case of continuous issues, the issue (or if different, offer) and redemption prices and the nominal interest rate and if floating, how it is calculated; if several interest rates are provided for, an indication of the conditions for changes in the rate. If any issue discount is allowed or premium is payable, a statement describing this. If any expenses of the issue are specifically charged to subscribers or purchasers, a statement describing this;
        (4) details of the method of payment of the issue (or if different, offer) price including a description of any instalment arrangement;
        (5) a statement regarding tax on the income from debt securities withheld at source and an indication as to whether the issuer assumes responsibility for the withholding of tax at source and any redemption option in the event of a withholding tax being introduced on or in respect of payments under the debt securities;
        (6) details of the arrangements for the amortisation or early redemption of the issue, including procedures to be adopted;
        (7) the names and addresses of the paying agent(s) and any registrar and transfer agent(s) for the debt securities in Hong Kong;
        (8) details of the arrangements for transfer of the securities (if not in bearer form);
        (9) the currency of the issue. If the issue is payable in any currency other than the currency of issue, this fact should also be disclosed;
        (10) details of the following time limits:—
        (a) final repayment date and any early repayment dates, specifying whether exercisable at the issuer's or the holder's option;
        (b) the date from which interest accrues and the interest payment dates;
        (c) prescription period for claims for payment of interest and repayment of principal; and
        (d) procedures and time limits for delivery of the debt securities, whether there will be temporary documents of title and, if so, the procedures for the delivery and exchange thereof; and
        (11) except in the case of continuous issues, an indication of yield. The method whereby that yield is calculated should also be described in summary form.
        15. The following legal information:—
        (1) an indication of the resolutions, authorisations and approvals by virtue of which the debt securities have been or will be created and/or issued and the number of debt securities which have been or will be created and/or issued, if predetermined;
        (2) the nature and scope of the guarantees, sureties and commitments intended to ensure that the issue will be duly serviced with regard to both the principal of and the interest on the debt securities and an indication of the places where the public may have access to copies of such guarantees, sureties and commitments;
        (3) details of the trustee, fiscal agent or of any other representative for the debt securities holders as a whole. The name and function or description and head office of such representative of the debt securities holders and, in particular, the conditions under which the representative may be replaced. An indication of where the public may inspect copies of the documents detailing how the representative is to act;
        (4) a description of any subordination of the issue to other debts of the issuer already incurred or to be incurred;
        (5) an indication of any legislation under which the debt securities have been created, the governing law and of the competent courts in the event of litigation;
        (6) an indication as to whether the debt securities are in registered or bearer form; and
        (7) details of any restrictions on the free transferability of the debt securities (e.g. provisions requiring transfers to be approved).
        16. The following information concerning the application for listing of the debt securities:—
        (1) particulars of any other stock exchange on which listing of or permission to deal in the debt securities is being or is proposed to be sought and particulars of any stock exchange on which debt securities of the same class are already listed;
        (2) if debt securities of the same class have not yet been listed but are traded on several other regulated, regularly operating, open stock markets, an indication of such markets;
        (3) the names of the legal entities underwriting the issue. If not all of the issue is underwritten, a statement of the portion not underwritten;
        (4) if public or private issues or placings are being made simultaneously on markets within and outside Hong Kong and if a tranche has been or is being reserved for certain of those markets, an indication of any such tranche;
        (5) a description of any stabilisation activities to be carried out in respect of the debt securities; and
        (6) an indication of whether or not the debt securities have been sold or are available in whole or in part to the public in conjunction with the application and a description of other selling restrictions.
        17. The following additional information concerning the issue:—
        (1) the method of payment of the issue or offer price;
        (2) except in the case of continuous issues, the period of the opening of the issue or offer and any possibilities of early closure;
        (3) an indication of the financial organisations responsible for receiving the public's subscriptions; and
        (4) a reference, if necessary, to the fact that subscriptions may be reduced.
        18. If the issuer is a company, a reference to the registration of the listing document and any supporting documents with the Registrar of Companies and an indication as to any exemptions granted by the Registrar of Companies from the prospectus requirements contained in the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

        Additional information concerning convertible debt securities

        19. Information concerning the nature of the equity securities or other property offered by way of conversion, exchange, subscription or purchase and the rights attached thereto including, in particular, the voting rights, entitlement to share in profits and, in the event of liquidation, any surplus and any other special rights.
        20. Full details of any property the subject of such conversion, exchange, subscription or purchase rights.
        21. The terms and conditions for conversion, exchange, subscription or purchase and details of the circumstances for or in which they may be amended, including the following information:—
        (1) the total number of equity securities or other property subject to such rights;
        (2) the period during which such rights may be exercised and the date when this right commences;
        (3) the amount payable on the exercise of such rights;
        (4) the arrangements for transfer or transmission of such rights;
        (5) the rights of the holders on the liquidation of the company the equity securities of which are subject to such rights; and
        (6) the arrangements for the variation in the subscription or exercise price or number of equity securities or other property to take account of alterations to the share capital of the company the equity securities of which are subject to such rights.
        22. Where the issuer of the convertible debt securities is different from the issuer of the relevant equity securities, such items of information, with respect to the issuer of the equity securities, from paragraphs 1 to 12 and 35 to 54, as the Exchange shall require having regard to the circumstances of the issue and/or a statement indicating from where any information concerning the issuer of the equity securities contained in the listing document has been extracted and as to the date of the source of such extraction.
        23. Where the issuer has authorised but unissued capital or is committed to increase its capital, an indication of:—
        (1) the amount of such authorised capital or capital increase and, where appropriate, the duration of the authorisation;
        (2) the categories of persons having preferential subscription rights for such additional portions of capital; and
        (3) the terms and arrangements for the share issue corresponding to such portions.
        24. If the issuer has shares not representing capital, the number and main characteristics of such shares.
        25. An indication of the persons, so far as known to the issuer, who, directly or indirectly, jointly or severally, exercise or could exercise control over the issuer and particulars of the proportion of the voting capital held. Joint control means control exercised by two or more persons who have concluded an agreement which may lead to their adopting a common policy in respect of the issuer.
        26. Details of the profit or loss per share of the issuer, arising out of the issuer's ordinary activities, after tax, for each of the last two financial years, where the issuer includes its own annual accounts in the listing document. Where the issuer includes only consolidated annual accounts in the listing document, it must indicate the consolidated profit or loss per share for each of the last two financial years. This information must appear in addition to that provided in accordance with the first sentence where the issuer also includes its own annual accounts in the listing document. If, in the course of the period of two financial years, the number of shares in the issuer has changed as a result, for example, of an increase in or reduction or reorganisation of capital, the profit or loss per share referred to in the first and second sentences must be adjusted to make them comparable; in that event the adjustment formulae used must be disclosed.
        27. The amount of the dividend per share for each of the last two financial years, adjusted, if necessary, to make it comparable in accordance with the fourth sentence of paragraph 26.
        28. Details of the fixed date(s), if any, on which entitlement to dividend arises.
        29. Particulars of any arrangement under which future dividends are waived or agreed to be waived.
        30. Name, registered office and proportion of capital held in respect of each undertaking in which the issuer holds at least ten per cent. of the capital. These details may be omitted when they are of negligible importance for the purpose of enabling investors and their investment advisers to make an informed assessment of the activities, assets and liabilities, financial position and management of the group at the time the listing document is issued and its profits and losses and of the rights attaching to the securities for which application is made.
        31. Summary of the provisions of the issuer's memorandum and articles of association or equivalent documents regarding changes in capital and variation of class rights whether or not such provisions are more stringent than required by law.

        Additional information concerning options, warrants or similar rights.

        32. Where the options, warrants or similar rights entitle the holder to subscribe or purchase another debt security all of the information required by paragraphs 13 to 18 in respect of that debt security.
        33. Where the options, warrants or similar rights entitle the holder to subscribe or purchase equity securities or other property, all of the information required by paragraphs 9, 19 to 31 in respect of those equity securities or that other property.

        Information about the issuer's capital

        34. Particulars of any alterations in the capital of the issuer or of any of its material subsidiaries, in the case of a new applicant within two years immediately preceding the issue of the listing document, and, in every other case, since the date to which the latest published audited accounts of the issuer were made up, including:—
        (1) where any such capital has been issued or is proposed to be issued fully or partly paid up otherwise than in cash, particulars of the consideration for which the same has been or is proposed to be issued and in the latter case, the extent to which they are so paid up; and
        (2) where any such capital has been issued or is proposed to be issued for cash, particulars of the price and terms upon which the same has been or is proposed to be issued, details of any discounts or other special terms granted and (if not already fully paid) the dates when any instalments are payable with the amount of all calls or instalments in arrear,
        or an appropriate negative statement. (Notes 2 and 3)
        35. Particulars of any capital of any member of the issuer or of any of its material subsidiaries which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantee, or an appropriate negative statement. (Notes 2 and 3)

        Provided that where options have been granted or agreed to be granted to all the members or debenture holders or to any class thereof, or to employees under a share scheme, it shall be sufficient, so far as the names and addresses are concerned, to record that fact without giving the names and addresses of the grantees.
        36. Number, book value and nominal value or, in the absence of a nominal value, the accounting par value of any of its own shares which any member of the group (being a company) has acquired and is holding, if such shares do not appear as a separate item in the balance sheet. (Note 3)

        General information about the group's activities

        37.
        (1) The general nature of the business of the group and, in cases where two or more activities are carried on which are material in terms of profits or losses, assets employed or any other factor, such figures and explanation as are necessary to demonstrate the relative importance of each such activity and details of the main categories of products sold and/or services performed and an indication of any significant new products and/or activities. If the group trades outside the country of incorporation or other establishment of the issuer a statement showing a geographical analysis of its trading operations. Where a material proportion of the group's assets is situated outside the country of incorporation or other establishment of the issuer, a statement giving the best practicable indication of the amount and situation of such assets and the amount of the assets situated in Hong Kong.
        (2) If the issuer is a member of a group, a brief description of that group covering the issuer's position within that group and, if a subsidiary, the names of and the number of shares held (directly or indirectly) by each holding company of the issuer.
        (3) If required by the Exchange, particulars of any contracts for the hire or hire purchase of plant to or by any member of the group for a period of over one year which are substantial in relation to the group's business.
        (4) If required by the Exchange, particulars of any trade marks, patents or other intellectual or industrial property rights which are material in relation to the group's business and where such factors are of fundamental importance to the group's business or profitability a statement regarding the extent to which the group is dependent on such factors.
        (5) Information concerning the policy of the group on the research and development of new products and processes over the past five financial years where significant.
        (6) Particulars of any interruptions in the business of the group which may have or have had a significant effect on the financial position in the last 12 months.
        (7) The number of people employed by the group and changes therein in the last financial year, if such changes are material in the context of the group, with, if possible, a breakdown of persons employed by main categories of activity.
        (8) Particulars, including location, and of the principal investments (if any), including such investments as new plant, factories and research and development, being made or planned by the group.

        (Note 3)
        38.
        (1) In regard to every material subsidiary, particulars of the name, date and country of incorporation or other establishment, whether public or private, general nature of business, issued capital and the proportion thereof held or intended to be held by the issuer.
        (2) In regard to the issuer and every material subsidiary, particulars of the location of the principal establishments.

        (Notes 2 and 3)

        Financial information about the group and prospects of the group

        39. A consolidated capitalisation statement and indebtedness statement for the issuer made up to a recent date acceptable to the Exchange (normally not earlier than three months prior to the issue of the listing document) giving information on short, medium and long-term debt (distinguishing between actual and contingent liabilities and including details of any debt securities issued and, if appropriate, the terms and conditions of any conversion, exchange or subscription rights) and shareholders' equity (including an indication of authorised and issued share capital by class, if appropriate, and the amount paid-up) duly adjusted to reflect the issue of the debt securities for which listing is sought accompanied by particulars of any material changes since that date, or an appropriate negative statement.
        40. A statement showing the revenue during the two financial years immediately preceding the issue of the listing document which should contain an explanation of the method used for computation of such revenue and a reasonable breakdown between the more important trading activities. In the case of a group, intra-group sales should be excluded.
        41.
        (1) General information on the trend of the business of the group since the date to which the latest audited accounts of the issuer were made up. (Note 3)
        (2) A statement as to the financial and trading prospects of the group for at least the current financial year, together with any material information which may be relevant thereto, including all special trade factors or risks (if any) which are not mentioned elsewhere in the listing document and which are unlikely to be known or anticipated by the general public, and which could materially affect the profits. (Note 3)
        (3) The issuer must determine in advance with its financial adviser whether to include a profit forecast in a listing document. Where a profit forecast appears in any listing document, it must be clear, unambiguous and presented in an explicit manner and the principal assumptions, including commercial assumptions, upon which it is based, must be stated. The accounting policies and calculations for the forecast must be examined and reported on by the reporting accountants and their report must be set out. The financial adviser must report in addition that they have satisfied themselves that the forecast has been stated by the directors after due and careful enquiry, and such report must be set out.

        A "profit forecast" for this purpose means any forecast of profits or losses, however worded, and includes any statement which explicitly or implicitly quantifies the anticipated level of future profits or losses, either expressly or by reference to previous profits or losses or any other benchmark or point of reference. It also includes any profit estimate, being any estimate of profits or losses for a financial period which has expired but for which the results have not yet been audited or published. Any valuation of assets (except property interests (as defined in rule 5.01(3)) or businesses acquired by an issuer based on discounted cash flows or projections of profits, earnings or cash flows is regarded as a profit forecast.
        (4) Particulars of the profits cover for interest payments and of the net tangible assets.
        42.
        (1) Where required by Chapter 4 (as modified by Chapters 31-37), a report by the reporting accountants in accordance with that Chapter (as so modified, where appropriate). If more than nine months have elapsed since the date to which the latest published audited accounts of the issuer were made up, an interim financial statement covering at least the first six months must be included in the listing document or appended to it. If the interim financial statement is unaudited, this fact must be stated.
        (2) A statement by the directors of whether or not the accountants' report is qualified by the reporting accountants and if so, such qualification must be reproduced in full and the reasons for such qualification given.
        43. A statement of any material adverse change in the financial or trading position of the group since the end of the period reported on in the accountants' report, or an appropriate negative statement. (Note 3)
        44. [Repealed 1 January 2012]
        45. Particulars of any litigation or claims of material importance pending or threatened against any member of the group, or an appropriate negative statement. (Note 3)

        Information about the issuer's management

        46. The full name, residential or business address and description (being his qualifications or area of expertise or responsibility) of every director or proposed director (or any such person who performs an important administrative, management or supervisory function) and particulars of the principal functions performed by each of them within the group if significant to the group. In addition, brief biographical details in respect of every director or proposed director (or any person who performs an important administrative, management or supervisory function) must be provided. Such details must not be less than those required to be disclosed in an announcement relating to the appointment or re-designation of the director pursuant to rule 13.51(2).
        47. The full name and professional qualifications, if any, of the secretary.
        48. The situation of the registered office and, if different, the head office, principal office and transfer office (if applicable).
        49.
        (1) A statement showing the interests and short positions of each director and chief executive of the issuer in the shares, underlying shares and debentures of the issuer or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance) which:
        (a) will have to be notified to the issuer and the Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including interests and short positions which he is taken or deemed to have under such provisions of Securities and Futures Ordinance) once the issuer's securities are listed; or
        (b) will be required, pursuant to section 352 of the Securities and Futures Ordinance, to be entered in the register referred to therein, once the issuer's securities are listed,
        or an appropriate negative statement.
        (1A) A statement required by sub-paragraph 49(1) must specify the company in which the interests or short positions are held, the class to which those securities belong and the number of such securities held. The statement need not disclose:
        (a) the interests of a director in the shares of the listed issuer or any of its subsidiaries if such interest is held solely in a non-beneficial capacity and is for the purpose of holding the requisite qualifying shares;
        (b) the non-beneficial interests of directors in the shares of any subsidiary of the listed issuer in so far as that interest comprises the holding of shares subject to the terms of a written, valid and legally enforceable declaration of trust in favour of the parent company of that subsidiary or the listed issuer and such interest is held solely for the purpose of ensuring that the relevant subsidiary has more than one member;

        Note: Where interests in securities arising from the holding of such securities as qualifying shares are not disclosed pursuant to the exception provided in this paragraph, a general statement should nevertheless be made to indicate that the directors hold qualifying shares.
        (2) A statement showing the name, so far as is known to any director or chief executive of the issuer, of each person, other than a director or chief executive of the issuer, who has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or, who is, directly or indirectly, interested in ten per cent. or more of the issued voting shares of any other member of the group and the amount of each of such person's interest in such securities, together with particulars of any options in respect of such securities, or, if there are no such interests or short positions, an appropriate negative statement. (Note 3)

        (Note 4)
        50. Full particulars of any contract or arrangement subsisting at the date of the listing document in which a director of the issuer is materially interested and which is significant in relation to the business of the group, or an appropriate negative statement. (Note 3)

        Additional information on mineral companies

        51. In the case of mineral companies, the information set out in Chapter 18.

        Information on property interests

        51A. Where required by Chapter 5, information set out in that Chapter.

        Contracts pertaining to the issue and documents for inspection

        52. The dates of and parties to all documents pertaining to the issue entered into by any member of the group within the two years immediately preceding the issue of the listing document, together with a summary of the principal contents of such contracts. (Note 3)
        53. Details of where annual and any interim reports are available and how often interim reports are published.
        54. Details of a reasonable period of time (being not less than 14 days) during which and a place in Hong Kong at which the following documents (or copies thereof) where applicable may be inspected:—
        (1) the memorandum and articles of association or equivalent documents of the issuer;
        (2) any trust deed, fiscal agency agreement or other document constituting the debt securities;
        (3) all reports, letters or other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in the listing document;
        (4) a written statement signed by the reporting accountants setting out the adjustments made by them in arriving at the figures shown in their report and giving the reasons therefor; and
        (5) the audited accounts and interim statements of the issuer, or in the case of a group, the consolidated audited accounts of the issuer and its subsidiaries for each of the two financial years immediately preceding the issue of the listing document together with (in the case of a Hong Kong issuer) all notes, certificates or information required by the Companies Ordinance.
        (Note 3)

        NOTES

        Note 1 In cases where the directors of the issuer are responsible for part of the listing document, the directors of another company being responsible for the remainder, the statement should be appropriately adapted. In exceptional cases the Exchange may require other persons to give, or join in, the statement of responsibility in which case the listing document should also be modified appropriately.

        Note 2 "A material subsidiary" is a company whose profits or assets make or will make a material contribution to the figures in the accountants' report required by paragraph 42(1) (if relevant) or the next published accounts.

        Note 3 Under paragraphs 34, 35, 36, 37, 38, 41(1) and (2), 43, 45, 49(2), 50, 52 and 54 above, reference to the group or material subsidiaries, as the case may be, is to be construed as including any company which will become a subsidiary or material subsidiary, as appropriate, by reason of an acquisition which has been agreed or proposed since the date to which the latest audited accounts of the issuer have been made up.

        Note 4 For the purposes of paragraph 49 particulars should be given of the extent of any duplication which occurs.

        Note 5 For the purpose of paragraph 54(5) the interim statements need not be consolidated if the issuer has in the past always presented accounts on another basis.

      • Appendix 1D Structured Products

        Part D

        Structured Products

        Note: A stand alone listing document in relation to a structured product issue should contain all the information required by this Appendix. A base listing document and supplemental listing document should, between them, contain all the information set out in this Appendix. In the case of a guaranteed issue, references in this Appendix to the "issuer" should be read as applying equally to the guarantor.

        General Information

        1. Each base listing document, stand alone listing document, or supplemental listing document shall on the front cover or inside front cover contain the following prominent and legible statements:—
        (a) "Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.";
        (b) "This document, for which the issuer [and the guarantor] accept[s] full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer [and the guarantor]. The issuer [and the guarantor], having made all reasonable enquiries, confirm[s] that to the best of [its] [their] knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.";

        Note The above statement shall be modified according to whether the issue is or is not a guaranteed issue.
        (c) "Investors are warned that the price of the structured products may fall in value as rapidly as it may rise and holders may sustain a total loss of their investment. Prospective purchasers should therefore ensure that they understand the nature of the structured products and carefully study the risk factors set out in this document and, where necessary, seek professional advice, before they invest in the structured products."; and

        Note: This disclosure may be modified in the case of capital protected products.
        The expression 'structured products' may be replaced by the name of the product (for example derivative warrants or equity linked instruments) where the listing document relates solely to an issue or issues of that type of product.
        (d) in the case of non-collateralised structured products:

        "The structured products constitute general unsecured contractual obligations of the issuer and of no other person and if you purchase the structured products you are relying upon the creditworthiness of the issuer [and the guarantor] [and have no rights under the structured products against the company which has issued the underlying securities]."

        Note: The above statement shall be modified according to whether the issue is or is not a guaranteed issue and whether or not there are any securities underlying the issue.

        The expression 'structured products' may be replaced by the name of the product (for example derivative warrants or equity linked instruments) where the listing document relates solely to an issue or issues of that type of product.
        2. The names and addresses of the registrars (if any), trustees (if any), warrant agent (if any) and the transfer office.
        3. A statement that:
        (1) application has been or will be made to the Exchange for listing of, and permission to deal in, the structured products.
        (2) all necessary arrangements have been made enabling the structured products to be admitted into CCASS or an appropriate negative statement.
        4. If known, the date on which dealings in the structured product will commence.
        5. Where the listing document includes a statement purporting to be made by an expert, a statement:-
        (a) specifying the qualifications of such expert and whether such expert has any shareholding in the issuer or any member of the issuer's group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in the issuer or any member of the issuer's group, and, if so, a full description thereof;
        (b) that the expert has given and has not withdrawn his written consent to the issue of the listing document with the expert's statement included in the form and context in which it is included; and
        (c) of the date on which the expert's statement was made and whether or not it was made by the expert for incorporation in the listing document.
        6. A statement as to the tax implications for Hong Kong investors who wish to invest in the structured products including, if applicable, a reference to any duties or taxes payable on exercise, expiry or maturity of the structured products.

        Information upon the Issuer

        7. For all listing documents the full name of the issuer and, if applicable, the guarantor.
        8. The country of incorporation or other establishment of the issuer and, if applicable, the guarantor and the authority under which the issuer and, if applicable, the guarantor was incorporated or otherwise established.
        9. In the case of an issuer and, if applicable, a guarantor, not incorporated or otherwise established in Hong Kong, the address of the head office and of the principal place of business (if any) in Hong Kong and of the place of business in Hong Kong registered under Part 16 of the Companies Ordinance, and the name(s) and address(es) of the person(s) in Hong Kong authorised to accept service of process and notices on its behalf.
        10. The issuer's or, in the case of a guaranteed issue, the guarantor's published audited consolidated financial statements (including the accompanying notes thereto) and the auditor's report thereon, for the last two financial years.
        11.
        (1)
        (a) Where published, or if more than 10 months have elapsed since the date to which the latest published audited consolidated financial statements of the issuer or, in the case of guaranteed issues, the guarantor are made up, an interim financial report (the "Interim Report") in respect of the first 6 months of its financial year containing the following information:-
        (i) profits or losses before taxation,
        (ii) taxation on profits,
        (iii) profits or losses attributable to non-controlling interests,
        (iv) profits or losses attributable to shareholders,
        (v) the balance at the end of the period of share capital and reserves, and
        (vi) comparative figures for the matters specified in (i) to (v) inclusive for the corresponding previous period.
        (b) Where the Interim Report does not include items of information referred to in paragraph 11(1)(a) above, the issuer or, in the case of guaranteed issues, the guarantor shall include a statement in respect of the same period as the Interim Report referred to in paragraph 11(1)(a) above which sets out the information specified in paragraph 11(1)(a) above which is not included in the Interim Report.
        (c) A statement that the Interim Report and the statement in paragraphs 11(1) (a) and (b) above have been prepared in accordance with the issuer's or guarantor's usual accounting policies and procedures.
        (2) Where published, the issuer's or, in the case of guaranteed issues, the guarantor's latest quarterly interim financial report. Where the quarterly report is made up to a date subsequent to the date of the Interim Report above and contains the information required by paragraph 11(1)(a) the Interim Report may be omitted. The quarterly report may be omitted where it is made up to a date prior to the date of any Interim Report included in accordance with paragraph 11(1)(a) above.
        12. A statement that the issuer undertakes to make available for inspection by the public during the period that any structured products issued by it are listed on the Exchange the issuer's, or in the case of a guaranteed issue, the guarantor's, published audited consolidated financial statements and any more recent published interim and quarterly financial statements. Where the issuer intends to fulfil this obligation by making the information available on a web site the address of that site shall be given.
        13. In the case of an issue of non-collateralised structured products, a description of the issuer's activities in relation to its use of structured products, derivative warrants, options, futures, swaps and similar instruments covering the following matters:-
        (1) the purpose for which such instruments are used;
        (2) the methods employed by the issuer to monitor, evaluate, manage and mitigate the risk arising including market risk, credit risk, concentration risk and operational risk;
        (3) the role of senior management in the supervision of the risk management process including, the functions and independence of its risk management, credit, finance, internal audit and compliance units;
        (4) the policy with respect to obtaining collateral, counterparty selection criteria and monitoring; and
        (5) the imposition of and monitoring of trading and credit limits including the procedures and authorizations necessary for such limits to be exceeded and the procedures in relation to and action which would be taken if limits are exceeded without due authority.
        This information is to be included in the same listing document as the annual report in paragraph 10 above.
        14. A statement of any material adverse change in the financial or trading position of the group since the end of the period reported on in the auditor's report disclosed pursuant to paragraph 10 to appear in all listing documents. Where there has been no material adverse change an appropriate negative statement must be included in all listing documents.
        15. Particulars of any litigation or claims of material importance pending or threatened against the issuer or any member of the issuer's group or an appropriate negative statement. Where particulars are provided in the base listing document they should be updated in the supplemental listing document. Where there are no particulars to disclose an appropriate negative statement must be included in all listing documents.
        16.
        (1) If the issuer is regulated by one of the bodies indicated in Rule 15A.13(2) or (3), a statement of that fact, identifying the regulatory body, or, if the issuer is not so regulated, a statement of that fact.
        (2) If the issuer has been rated by a credit rating agency, a statement of that fact, identifying the credit rating agency and the rating and the date it was awarded. This information shall appear in all listing documents.

        Information on the Structured Products

        17. The following information:
        (1) The nature and amount of the issue including the total number of units which have been or will be created and issued.
        (2) A full description of, including the terms attaching to, the structured products for which listing is sought.
        (3) The issue price or offer price of the structured products.
        (4) The maximum number of securities or assets which the issuer or holders (as the case may be) are obliged to transfer upon exercise of the structured products.
        (5) If applicable, the period during which the structured products may be exercised and the date when this right commences and the date when the structured products mature or expire.
        (6) If applicable, the amount payable on the exercise of the structured products.
        (7) The arrangements for transfer of the structured products.
        (8) The rights of the holders of the structured product on the liquidation of the issuer.
        (9) A summary of any other material terms of the structured products.
        (10) Particulars of any other stock exchange on which the structured products are or will be listed or an appropriate negative statement.
        (11) The identity of the Liquidity Provider for the issue of the structured product, and the Broker identification number of that Liquidity Provider. A statement that the Liquidity Provider is regulated by the Exchange and the Commission and an explanation of the relationship between the issuer and the Liquidity Provider emphasizing that the Liquidity Provider is acting as agent for the issuer.
        (12) A statement of the method by which liquidity is to be provided for the structured product issue; in particular whether this will be by means of Quote Request or Continuous Quotes.
        (13) Where liquidity is to be provided by means of Quote Request, a telephone number for requesting quotes and the time within which a response will be provided to a quote request.
        (14) A statement of when liquidity will be provided for the structured product and when liquidity will not be provided for the structured product.

        Note: In normal circumstances an issuer shall provide liquidity in structured products that it has issued from five minutes after the Exchange has opened for trading until it closes.
        (15) A statement of the minimum quantity of structured products for which the liquidity will be provided.

        Note: In normal circumstances an issuer shall provide liquidity for a minimum of ten board lots of the structured product.
        (16) A statement of the maximum spread between the bid and offer prices when liquidity is provided.
        (17) Whether the Liquidity Provider will offer to purchase structured products at less than one cent.
        (18) If applicable, a statement that neither the issuer nor the guarantor is the ultimate holding company of the group to which the issuer belongs and with which the issuer's name is identified.
        18. A statement of all risks which are material for an investor to make an informed decision in respect of investing in the structured product.
        19. For structured products which provide for settlement wholly in cash, a statement of the issuer's obligation to provide for automatic exercise upon expiry or maturity and a statement of the period in which the issuer may deliver the requisite cash settlement amount.

        Information on the underlying securities, indices or assets

        20. In the case of structured products relating to securities of a company or companies, the listing document shall include the following information in respect of each of the underlying companies:-
        (1) in the case of a company listed on the Exchange, an indication of where investors may obtain information on that company including its published audited consolidated financial statements and interim financial statements;
        (2) in the case of any other company, an indication of where investors may obtain information on that company including its published audited consolidated financial statements and interim financial statements;
        (3) in the case of companies which are not listed on the Exchange, a description of the principal activities of the relevant companies and their subsidiaries;
        (4) in the case of companies which are not listed on the Exchange, details of their issued share capital;
        (5) in the case of companies which are not listed on the Exchange, details of the substantial shareholders' interests;
        (6) in the case of companies which are not listed on the Exchange, market statistics covering at least the price of the securities at the latest most practicable date, the market capitalisation, the historic price earnings multiple and dividend yield and a brief trading history of the securities over the two years immediately preceding the issue of the listing document;
        (7) in the case of companies which are not listed on the Exchange, any other information concerning the relevant companies which has been published generally and which is necessary to enable an investor to make an informed assessment of the value of the structured products;
        (8) the date of and arrangements for adjusting the amount payable on the exercise of such rights or the entitlement due upon exercise to (where applicable) take account of any rights issue, bonus issue, sub-division, consolidation or other alteration to the share capital of the company whose securities underlie the structured product;
        (9) the rights (if any) of the holders to participate in any distributions and/or offers of further securities made by the company whose securities underlie the structured products; and
        (10) the rights (if any) of the holders of the structured products on the liquidation of the company whose securities underlie the structured products.
        21. In relation to structured products which provide for physical settlement of the underlying Exchange listed securities or assets a statement of the period in which the issuer may deliver documents of title (including certificates in the name of the exercising holder) or deliver the underlying Exchange listed securities by electronic transfer, to the holder following a valid exercise or following expiry or maturity.
        22. In the case of structured products in respect of other securities or assets the listing document must contain that information which is necessary to enable an investor to make an informed assessment of the value of the structured products.
        23. In the case of structured products relating to indices:-
        (1) a description of the index;
        (2) a description of the constituent stocks (if applicable);
        (3) the identity of the party which sponsors and/or calculates the index;
        (4) a description of the method of calculation;
        (5) the arrangements for calculation if the index is not published by the normal party;
        (6) the historic highs or lows for the last five years; and
        (7) the closing spot level at the latest most practicable date.
        The information in paragraphs 23(1) to 23(7) may be omitted where the underlying index is the Hang Seng Index or such other index as may be prescribed by the Exchange from time to time.

        Information on the Guarantee

        24. The full text of the guarantee.

        Language

        25. Each listing document in a single language, either English or Chinese, must include in a prominent place a description in the other language of how the investor may obtain a listing document in that other language.

        Updating

        26. In a base listing document, the date of the document and a statement that the base listing document may be updated from time to time.

        Inspection of documents

        27. Details of a location in Hong Kong (or a web site) where the following may be inspected for so long as any structured products issued under a listing document are listed on the Exchange:-
        (1) all reports, letters or other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in the listing document;
        (2) any current and future base listing documents; and
        (3) the latest published audited consolidated financial statements of the issuer and guarantor and any more recent published interim and quarterly financial statements.

      • Appendix 1E Depositary Receipts

        Part E

        Depositary Receipts

        In the case where listing is sought for depositary receipts of an issuer no part of whose share capital is already listed

        General information about the issuer, its advisers and the listing document

        1. The full name of the issuer.
        2. A statement as follows:-

        "This document, for which the directors of the issuer collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading." (Note 1)
        3. The names and addresses of the issuer's principal bankers, sponsor (in the case of a new applicant), authorised representatives, solicitors, registrars and trustees (if any) and of the solicitors to the issue.
        4. The name, address and professional qualifications of the auditors.
        5. The date and country of incorporation or other establishment of the issuer and the authority under which the issuer was incorporated or otherwise established and the length of life of the issuer except where indefinite. The registration of the issuer and its registration number.
        6. In the case of an issuer not incorporated or otherwise established in Hong Kong, the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address and telephone number of the head office and of the principal place of business (if any) in Hong Kong and of the place of business in Hong Kong registered under Part 16 of the Companies Ordinance, and the name(s) and address(es) of the person(s) in Hong Kong authorised to accept service of process and notices on its behalf.
        7. The provisions or a sufficient summary of the provisions of the articles of association or equivalent document or the deposit agreement with regard to:-
        (1) any power enabling a director to vote on a proposal, arrangement or contract in which he is materially interested;
        (2) any power enabling the directors, in the absence of an independent quorum, to vote remuneration (including pension or other benefits) to themselves or any members of their body and any other provision as to the remuneration of the directors;
        (3) borrowing powers exercisable by the directors and how such borrowing powers can be varied;
        (4) retirement or non-retirement of directors under an age limit;
        (5) directors' qualification shares;
        (6) changes in capital;
        (7) any time limit after which entitlement to dividend lapses and an indication of the party in whose favour the lapse operates;
        (8) arrangements for transfer of the securities and (where permitted) any restrictions on their free transferability; and
        (9) any restriction on ownership of securities of the Issuer.
        8.
        (1) The name of any promoter. If the promoter is a company, the Exchange may require a statement of its issued share capital, the amount paid up thereon, the date of its incorporation or other establishment, the names of its directors, bankers and auditors, and such other particulars as the Exchange thinks necessary in connection therewith. (Note 2)
        (2) Particulars of any cash, securities or other benefit paid, allotted or given within the two years immediately preceding the issue of the listing document, or proposed to be paid, allotted or given, to any promoter and the consideration for such payment, allotment or other benefit.
        9. Where the listing document includes a statement purporting to be made by an expert, a statement:-
        (1) specifying the qualifications of such expert and whether such expert has any shareholding in any member of the group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the group, and, if so, a full description thereof;
        (2) that the expert has given and has not withdrawn his written consent to the issue of the listing document with the expert's statement included in the form and context in which it is included; and
        (3) of the date on which the expert's statement was made and whether or not it was made by the expert for incorporation in the listing document.
        10. Where relevant, in the absence of a statement that estate duty indemnities have been given, a statement that the directors have been advised that no material liability for estate duty would be likely to fall upon any member of the group. (The Exchange may require any such indemnities to be supported by continuing guarantees.)
        11. Particulars of any other stock exchange on which any part of the equity or debt securities of the issuer is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought, the name of the stock exchange on which the issuer's primary listing is or is to be and particulars of the dealing and settlement arrangements on each such exchange and between such exchanges, or an appropriate negative statement.
        12. Particulars of any arrangement under which future dividends are waived or agreed to be waived.
        13. Particulars of any commissions, discounts, brokerages or other special terms granted within the two years immediately preceding the issue of the listing document in connection with the issue or sale of any capital of any member of the group, together with the names of any directors or proposed directors, promoters or experts (as named in the listing document) who received any such payment or benefit and the amount or rate of the payment or benefit they received, or an appropriate negative statement. (Note 3)
        13A. [Repealed 1 January 2009]

        Information about the underlying shares which the depositary receipts represent

        14. A description of the type and the class of the underlying shares and the person depositing or deposited the underlying shares for the issue of depositary receipts.
        15. The legislation under which the underlying shares have been created.
        16. A statement whether the underlying shares are in registered form or bearer form and whether the underlying shares are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records.
        17. The currency in which the underlying shares are denominated.
        18. A description of the rights, including any limitations, attached to the underlying shares and the procedures for the exercise of such rights.
        19. A description of the rights to dividends and voting rights attaching to the underlying shares.
        20. The issue date of the underlying shares if new underlying shares are being created for the issue of the depositary receipts and a description of the resolutions, authorisations and approvals by virtue of which the new underlying shares have been or will be created and/or issued.
        21. A description of whether there are any restrictions on the free transferability of the underlying shares.
        22. Information on taxes on the income from the underlying shares withheld at source and state whether the issuer assumes responsibility for the withholding of taxes at the source.

        Information about the issuer's capital

        23.
        (1) The authorised share capital of the issuer, the amount issued or agreed to be issued, the amount paid up, the nominal value and a description of the shares.
        (2) The amount of any outstanding convertible debt securities and particulars of the conditions governing and the procedures for conversion, exchange or subscription of such securities.
        24. Particulars of and the number of founder or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the group.
        25.
        (1) The voting rights of shareholders.
        (2) If there is more than one class of share, the rights of each class of share as regards voting, dividend, capital, redemption, and the creation or issue of further shares ranking in priority to or pari passu with each class other than the lowest ranking equity.
        (3) A summary of the consents necessary for the variation of such rights.
        26. Particulars of any alterations in the capital of any member of the group within the two years immediately preceding the issue of the listing document, including:-
        (1) where any such capital has been issued or is proposed to be issued as fully or partly paid up otherwise than in cash, particulars of the consideration for which the same has been or is proposed to be issued and in the latter case the extent to which they are so paid up; and
        (2) where any such capital has been issued or is proposed to be issued for cash, particulars of the price and terms upon which the same has been or is proposed to be issued, details of any discounts or other special terms granted and (if not already fully paid) the dates when any instalments are payable with the amount of all calls or instalments in arrear,
        or an appropriate negative statement. (Note 3)
        27. Particulars of any capital of any member of the group which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantee, or an appropriate negative statement. (Note 3)

        Provided that where options have been granted or agreed to be granted to all the members or debenture holders or to any class thereof, or to employees under a share scheme, it shall be sufficient, so far as the names and addresses are concerned, to record that fact without giving the names and addresses of the grantees.
        27A. Details of any controlling shareholder of the issuer, including the name or names of any such controlling shareholder, the amount of its or their interest in the share capital of the issuer and a statement explaining how the issuer is satisfied that it is capable of carrying on its business independently of the controlling shareholder (including any close associate thereof) after listing, and particulars of the matters that it relied on in making such statement.

        General information about the group's activities

        28.
        (1)
        (a) the general nature of the business of the group and important events in the development of the issuer, in cases where two or more activities are carried on which are material in terms of profits or losses, assets employed or any other factor, such figures and explanation as are necessary to demonstrate the relative importance of each such activity and details of the main categories of products sold and/or services performed. A commentary should be provided on this information covering changes in each such activity, developments within each such activity and their effects on the results of that activity. It should also include changes in market conditions, new products and services introduced or announced and their impact on the group's performance, changes in market share or position and changes in revenue and margins. If the group trades outside the country of incorporation or other establishment of the issuer a statement showing a geographical analysis of its trading operations. Where a material proportion of the group's assets are situated outside the country of incorporation or other establishment of the issuer, a statement giving the best practicable indication of the amount and situation of such assets and the amount of the assets situated in Hong Kong. (Note 4)
        (b) additional information in respect of major customers (meaning, other than in relation to consumer goods or services, the ultimate customer, and in relation to consumer goods or services the ultimate wholesaler or retailer as the case may be) and suppliers (meaning the ultimate supplier of items which are not of a capital nature) as follows:-
        (i) a statement of the percentage of purchases attributable to the group's largest supplier;
        (ii) a statement of the percentage of purchases attributable to the group's 5 largest suppliers combined;
        (iii) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's largest customer;
        (iv) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's 5 largest customers combined;
        (v) a statement of the interests of any of the directors; their close associates; or any shareholder (which to the knowledge of the directors owns more than 5% of the number of issued shares of the issuer) in the suppliers or customers disclosed under (i) to (iv) above or if there are no such interests a statement to that effect;
        (vi) in the event that the percentage which would fall to be disclosed under (ii) above is less than 30, a statement of that fact shall be given and the information required in (i), (ii) and (v) (in respect of suppliers) may be omitted; and
        (vii) in the event that the percentage which would fall to be disclosed under (iv) above is less than 30, a statement of that fact shall be given and the information required in (iii), (iv) and (v) (in respect of customers) may be omitted.
        Sub-paragraph 28(1)(b) applies to all issuers whose businesses comprise, in whole or in part, the supply of goods or services of whatever nature, and in the case of service references to customers includes the clients of such issuers.

        In relation to consumer goods, references to customers are to the ultimate wholesaler or retailer, except when the issuer's business incorporates the wholesaling or retailing operation. In all other cases references to customers are to ultimate customer.

        References to suppliers are primarily to those who provide goods or services which are specific to an issuer's business and which are required on a regular basis to enable the issuer to continue to supply or service its customers. Suppliers of goods and services which are freely available from a range of suppliers at similar prices or which are otherwise freely available (such as utilities) are excluded. In particular, it is recognised that an obligation on issuers who are providers of financial services (such as banks and insurance companies) to give information about suppliers would be of limited or no value, and there is therefore no disclosure requirement in respect of suppliers to such issuers.

        The Exchange must be consulted if there is any doubt about the application of sub-paragraph 28(1)(b).
        (2) If the issuer is a member of a group, a brief description of that group covering the issuer's position within that group and, if a subsidiary, the names of and the number of shares held (directly or indirectly) by each holding company of the issuer.
        (3) If required by the Exchange, particulars of any contracts for the hire or hire purchase of plant to or by any member of the group for a period of over one year which are substantial in relation to the group's business.
        (4) Particulars of any trade marks, patents or other intellectual or industrial property rights which are material in relation to the group's business and, where such factors are of fundamental importance to the group's business or profitability, a statement regarding the extent to which the group is dependent on such factors.
        (5) Information concerning the policy of the group on the research and development of new products and processes over the past five financial years where significant.
        (6) Particulars of any interruptions in the business of the group which may have or have had a significant effect on the financial position in the last 12 months.
        (7) The number of people employed by the group and changes therein in the last financial year, if such changes are material in the context of the group, with, if possible a breakdown of persons employed by main category of activity. Details of the remuneration of employees, remuneration policies, bonus and share option schemes and training schemes should be provided where relevant.
        (8) Particulars, including location, of the principal investments (if any), including such investments as new plant, factories and research and development, being made or planned by the group.

        (Note 3)
        29.
        (1) In regard to every company the whole of, or a substantial proportion of, whose capital is held or intended to be held (either directly or indirectly) by the issuer, or whose profits or assets make or will make a material contribution to the figures in the accountants' report or the next published accounts, particulars of the name, date and country of incorporation or other establishment, whether public or private, general nature of business, issued capital and the proportion thereof held or intended to be held.
        (2) In regard to the group, particulars of the location of the principal establishments. (Note 3)
        30. In the case of an introduction, a statement that no change in the nature of the business is in contemplation.
        31. Particulars of any restriction affecting the remittance of profits or repatriation of capital into Hong Kong from outside Hong Kong.

        Financial information about the group and the prospects of the group

        32. A statement as at the most recent practicable date (which must be stated) of the following on a consolidated basis if material:-
        (1) the total amount of any debt securities of the group issued and outstanding, and authorised or otherwise created but unissued, and term loans, distinguishing between guaranteed, unguaranteed, secured (whether the security is provided by the issuer or by third parties) and unsecured, or an appropriate negative statement;
        (2) the total amount of all other borrowings or indebtedness in the nature of borrowing of the group including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, distinguishing between guaranteed, unguaranteed, secured and unsecured borrowings and debt, or an appropriate negative statement;
        (3) all mortgages and charges of the group, or an appropriate negative statement; and
        (4) the total amount of any contingent liabilities or guarantees of the group, or an appropriate negative statement. Intra-group liabilities should normally be disregarded, a statement to that effect being made where necessary. (Notes 3 and 4)
        (5) a commentary on:-
        (a) the group's liquidity and financial resources. This may include comments on the level of borrowings at the end of the period under review; the seasonality of borrowing requirements and the maturity profile of borrowings and committed borrowing facilities. Reference may also be made to the funding requirements for capital expenditure commitments and authorisations; and
        (b) the capital structure of the group. This may cover the maturity profile of debt, type of capital instruments used, currency and interest rate structure. The discussion may also include funding and treasury policies and objectives in terms of the manner in which treasury activities are controlled; the currencies in which borrowings are made and in which cash and cash equivalents are held; the extent to which borrowings are at fixed interest rates; the use of financial instruments for hedging purposes and the extent to which foreign currency net investments are hedged by currency borrowings and other hedging instruments.
        33.
        (1) A statement showing the revenue of the group during the three financial years immediately preceding the issue of the listing document which should contain an explanation of the method used for computation of such revenue and a reasonable breakdown between the more important trading activities. In the case of a group, intra-group sales should be excluded.
        (2) The following information in respect of directors' emoluments:-
        (a) the aggregate of the directors' fees for each of the three financial years immediately preceding the issue of the listing document;
        (b) the aggregate of the directors' basic salaries, housing allowances, other allowances and benefits in kind for each of the three financial years immediately preceding the issue of the listing document;
        (c) the aggregate of contributions to pension schemes for directors or past directors for each of the three financial years immediately preceding the issue of the listing document;
        (d) the aggregate of bonuses paid or receivable by directors which are discretionary or are based on the issuer's, the group's or any member of the group's performance (excluding amounts disclosed in (e) and (f) below) for each of the three financial years immediately preceding the issue of the listing document;
        (e) the aggregate of amounts paid or receivable by directors for each of the three financial years immediately preceding the issue of the listing document as an inducement to join or upon joining the issuer; and
        (f) the aggregate of compensation paid or receivable by directors or past directors for each of the three financial years immediately preceding the issue of the listing document for the loss of office as a director of any member of the group or of any other office in connection with the management of the affairs of any member of the group distinguishing between contractual and other payments (excluding amounts disclosed in (b) to (e) above); and
        (g) particulars of any arrangement under which a director has waived or agreed to waive any emoluments for each of the three financial years immediately preceding the issue of the listing document.
        Sub-paragraphs (b) to (f) inclusive require an analysis of the amounts which must be disclosed in the accounts of an issuer incorporated in Hong Kong under the provisions of section 383(1)(a) to (c) (inclusive) of the Companies Ordinance. The requirements of section 383(1)(a) to (c) (inclusive) have, for the purposes of the Exchange Listing Rules, been applied to issuers incorporated or otherwise established outside Hong Kong.

        Where a director is contractually entitled to bonus payments which are fixed in amount such payments are more in the nature of basic salary and accordingly must be disclosed under sub-paragraph (b) above.

        In addition to discretionary bonus payments, all bonus payments to which a director is contractually entitled and are not fixed in amount, together with the basis upon which they are determined must be disclosed under sub-paragraph (d) above.
        (3) Additional information in respect of those five individuals whose emoluments (excluding amounts paid or payable by way of commissions on sales generated by the individual) were the highest in the issuer or the group for the year. Where all five of these individuals are directors of the issuer and the information required to be disclosed by this paragraph has been disclosed in directors' emoluments as required by paragraph 33(2), a statement of this fact shall be made and no additional disclosure is required. Where the details of one or more of the individuals whose emoluments were the highest have not been included in directors' emoluments above, the following information shall be disclosed:-
        (a) the aggregate of basic salaries, housing allowances, other allowances and benefits in kind for each of the three financial years immediately preceding the issue of the listing document;
        (b) the aggregate of contributions to pension schemes for each of the three financial years immediately preceding the issue of the listing document;
        (c) the aggregate of bonuses paid or receivable which are discretionary or are based on the issuer's, the group's or any member of the group's performance (excluding amounts disclosed in (d) and (e) below) for each of the three financial years immediately preceding the issue of the listing document;
        (d) the aggregate of amounts paid or receivable for each of the three financial years immediately preceding the issue of the listing document as an inducement to join or upon joining the issuer or the group; and
        (e) the aggregate of compensation paid or receivable for each of the three financial years immediately preceding the issue of the listing document for the loss of any office in connection with the management of the affairs of any member of the group distinguishing between contractual and other payments (excluding amounts disclosed in (a) to (d) above).
        It is not necessary to disclose the identity of the highest paid individuals.

        The purpose of these disclosures is to provide shareholders with an indication of the fixed management costs of groups and accordingly employees who are higher paid by virtue of sales commissions are to be omitted from this disclosure.
        (4) The following information in addition to the information required under the relevant accounting standard in respect of pension schemes:-
        (a) a brief outline of how contributions are calculated or benefits funded;
        (b) in the case of defined contribution schemes, details of whether forfeited contributions (by employers on behalf of employees who leave the scheme prior to vesting fully in such contributions) may be used by the employer to reduce the existing level of contributions and if so, the amounts so utilised in the course of the year and available at the balance sheet date for such use; and
        (c) in the case of defined benefit plans, an outline of the results of the most recent formal actuarial valuation or later formal review of the scheme on an ongoing basis. This should include disclosure of:-
        (i) the name and qualifications of the actuary, the actuarial method used and a brief description of the main actuarial assumptions;
        (ii) the market value of the scheme assets at the date of their valuation or review (unless the assets are administered by an independent trustee in which case this information may be omitted);
        (iii) the level of funding expressed in percentage terms; and
        (iv) comments on any material surplus or deficiency (including quantification of the deficiency) indicated by (iii) above.
        (5) Except where the issuer is a banking company, a statement of the reserves available for distribution to shareholders by the issuer as at the end of the period reported on.
        34.
        (1)
        (a) General information on the trend of the business of the group since the date to which the latest audited accounts of the issuer were made up;
        (b) a statement as to the financial and trading prospects of the group for at least the current financial year, together with any material information which may be relevant thereto, including all special trade factors or risks (if any) which are not mentioned elsewhere in the listing document and which are unlikely to be known or anticipated by the general public, and which could materially affect the profits; and

        (Note 3)
        (c) the state of the group's order book (where applicable) and prospects for new business including new products and services introduced or announced.
        (2) The issuer must determine in advance with its sponsor whether to include a profit forecast in a listing document. Where a profit forecast appears in any listing document, it must be clear, unambiguous and presented in an explicit manner and the principal assumptions, including commercial assumptions, upon which it is based, must be stated and such profit forecast must be prepared on a basis that is consistent with the accounting policies normally adopted by the issuer. The accounting policies and calculations for the forecast must be examined and reported on by the reporting accountants and their report must be set out. The sponsor must report in addition that they have satisfied themselves that the forecast has been made by the directors after due and careful enquiry, and such report must be set out.

        A "profit forecast" for this purpose means any forecast of profits or losses, however worded, and includes any statement which explicitly or implicitly quantifies the anticipated level of future profits or losses, either expressly or by reference to previous profits or losses or any other benchmark or point of reference. It also includes any profit estimate, being any estimate of profits or losses for a financial period which has expired but for which the results have not yet been audited or published. Any valuation of assets (except property interests (as defined in rule 5.01(3)) or businesses acquired by an issuer based on discounted cash flows or projections of profits, earnings or cash flows is regarded as a profit forecast.
        35. A statement of whether or not the accountants' report is qualified by the reporting accountants and if so, such qualification must be reproduced in full and the reasons for such qualification given.
        36. A statement by the directors that in their opinion the working capital available to the group is sufficient for the group's present requirements, that is for at least the next 12 months from the date of publication of the listing document, or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary.(Note 3)

        Note: In the case of a Mineral Company, a statement by the directors that in their opinion the issuer has available sufficient working capital for 125% of the group's present requirements.
        37. An accountants' report in accordance with Chapter 4. The accountants' report must, in addition, comply with the provisions set out in Appendix 16 to the Listing Rules in relation to the disclosure requirements for listing documents.
        38. A statement by the directors of any material adverse change in the financial or trading position of the group since the end of the period reported on in the accountants' report, or an appropriate negative statement.
        39. [Repealed 1 January 2012]
        40. Particulars of any litigation or claims of material importance pending or threatened against any member of the group, or an appropriate negative statement. (Note 3)

        Information about the issuer's management

        41.
        (1) The full name, residential or business address of every director and senior manager or proposed director and senior manager. In addition, brief biographical details in respect of the directors, proposed directors, senior managers and proposed senior managers of the issuer shall be provided. Such details will include name, age, positions held with the issuer and other members of the issuer's group, length of service with the issuer and the group, relevant management expertise and experience including current and past directorships in other listed public companies in the last three years, and such other information of which shareholders should be aware, pertaining to the ability or integrity of such persons. As regards the biographical details in respect of each director, proposed director, supervisor and proposed supervisor, such details must not be less than those required to be disclosed in an announcement relating to the appointment or re-designation of the director or supervisor pursuant to rule 13.51(2).

        (Note 7)
        (2) Where the issuer is to be listed under rule 8.05(3) and wishes to apply for a waiver of the trading record period requirement, or where the issuer is an infrastructure company and wishes to apply for a waiver of the profit or other financial standards requirement, the relevant management expertise and experience of such persons described in paragraph 41(1) of at least three years in the line of business and industry of the issuer.
        (3) Where any of the directors or senior managers are related, having with any other director or senior manager any one of the relationships set out below, that fact should be stated. The relationships are spouse; any person cohabiting with the director or senior manager as a spouse; and any relative meaning a child or stepchild regardless of age, a parent or step-parent, a brother, sister, step-brother or a stepsister, a mother-in-law, a father-in-law, son-in-law, daughter-in law, brother-in-law or sister-in-law.
        (4) Where any director or proposed director is a director or employee of a company which has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, that fact shall be stated.
        (5) It is the responsibility of the directors of the issuer to determine which individual or individuals constitute senior management. Senior management may include directors of subsidiaries and heads of divisions, departments or other operating units within the group as senior management as, in the opinion of the issuer's directors, is appropriate.
        (6) Where the issuer is a Mineral Company and wishes to apply for a waiver of the profit or other financial standards requirements under rule 18.04, the relevant management expertise and experience of such persons described in paragraph 41(1) of at least five years relevant to the exploration and/or extraction activity that the Mineral Company is pursuing.
        42. The full name and professional qualification, if any, of the secretary of the issuer.
        43. The situation of the registered office and, if different, the head office and transfer office.
        44. Details of any share schemes to which Chapter 17 applies.
        45.
        (1) A statement showing the interests and short positions of each director and chief executive of the issuer in the shares, underlying shares and debentures of the issuer or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance) which:-
        (a) will have to be notified to the issuer and the Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including interests and short positions which he is taken or deemed to have under such provisions of Securities and Futures Ordinance) once the issuer's securities are listed; or
        (b) will be required, pursuant to section 352 of the Securities and Futures Ordinance, to be entered in the register referred to therein, once the issuer's securities are listed; or
        (c) will be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the issuer and the Exchange once the issuer's securities are listed;
        or an appropriate negative statement. Provided that the Exchange may agree in its sole discretion that compliance with this paragraph may be modified or waived in respect of any associated corporation, if in the opinion of the Exchange, the number of associated companies in respect of which each director and chief executive is taken or deemed to have an interest or short position under Part XV of the Securities and Futures Ordinance is such that compliance with this paragraph would result in particulars being given which are not material in the context of the group and are excessive in length.
        (1A) A statement required by sub-paragraph 45(1) must specify the company in which the interests or short positions are held, the class to which those securities belong and the number of such securities held. The statement need not disclose:
        (a) the interests of a director in the shares of the listed issuer or any of its subsidiaries if such interest is held solely in a non-beneficial capacity and is for the purpose of holding the requisite qualifying shares;
        (b) the non-beneficial interests of directors in the shares of any subsidiary of the listed issuer in so far as that interest comprises the holding of shares subject to the terms of a written, valid and legally enforceable declaration of trust in favour of the parent company of that subsidiary or the listed issuer and such interest is held solely for the purpose of ensuring that the relevant subsidiary has more than one member;

        Note: Where interests in securities arising from the holding of such securities as qualifying shares are not disclosed pursuant to the exception provided in this paragraph, a general statement should nevertheless be made to indicate that the directors hold qualifying shares.
        (2) A statement showing the name, so far as is known to any director or chief executive of the issuer, of each person, other than a director or chief executive of the issuer, who has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or, who is, directly or indirectly, interested in ten per cent. or more of the issued voting shares of any other member of the group and the amount of each of such person's interest in such securities, together with particulars of any options in respect of such securities, or, if there are no such interests or short positions, an appropriate negative statement. (Note 3)

        (Note 5)
        46.
        (1) Particulars of directors' existing or proposed service contracts with any member of the group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)), or an appropriate negative statement.
        (2) The aggregate of the remuneration paid and benefits in kind granted to the directors of the issuer by any member of the group in respect of the last completed financial year under any description whatsoever.
        (3) An estimate of the aggregate remuneration payable to, and benefits in kind receivable by, the directors or any proposed directors of the issuer by any member of the group in respect of the current financial year under the arrangements in force at the date of the listing document.

        (Note 3)
        47.
        (1) Full particulars of the nature and extent of the interest, direct or indirect, if any, of every director or proposed director or expert (as named in the listing document), in the promotion of, or in any assets which have been, within the two years immediately preceding the issue of the listing document, acquired or disposed of by or leased to, any member of the group, or are proposed to be acquired or disposed of by or leased to any member of the group, including:-
        (a) the consideration passing to or from any member of the group; and
        (b) short particulars of all transactions relating to any such assets which have taken place within such period or which are to take place,
        or an appropriate negative statement. (Notes 2 and 3)
        (2) Full particulars of any contract or arrangement subsisting at the date of the listing document in which a director of the issuer is materially interested and which is significant in relation to the business of the group, or an appropriate negative statement. (Note 3)

        Information about the depositary receipts for which listing is sought and the terms and conditions of their issue and distribution

        48.
        (1) A statement that application has been or will be made to the Exchange for listing of and permission to deal in the securities; and
        (2) A statement that all necessary arrangements have been made enabling the securities to be admitted into CCASS or an appropriate negative statement.
        49.
        (1) The nature and amount of the issue including the number of securities which have been or will be created and/or issued and a full description of, including a summary of the terms attaching to, the securities for which listing is sought.
        (2) The following information concerning the terms and conditions of the issue and distribution, public or private, of the securities in respect of which the application for listing is made where such issue or distribution is being effected in conjunction with the issue of the listing document or has been effected within the 12 months preceding the issue of the listing document:-
        (a) the total amount of the public or private issue and the number of securities offered, where applicable, by category;
        (b) if public or private issues or placings are being made simultaneously on markets within and outside Hong Kong and if a tranche has been or is being reserved for certain of those markets, an indication of any such tranche;
        (c) the issue price or offer price of each security, stating the nominal value of each security;
        (d) the methods of payment of the issue or offer price, particularly as regards the paying-up of securities which are not fully paid;
        (e) the procedure for the exercise of any right of pre-emption and the transferability of subscription rights;
        (f) the period, including any possible amendments, during which the issue or offer of securities will remain open after issue of the listing document, the date and time of the opening of the subscription list, and the names of the receiving bankers;
        (g) the methods of and time limits for delivery of the securities and a statement whether temporary documents of title will be issued;
        (h) the names, addresses and descriptions of the persons underwriting the issue for the issuer and, where not all of the issue is underwritten, a statement of the portion not covered;
        (i) details of any clauses in the underwriting agreement which may affect the obligations of the underwriter under the underwriting agreement after the opening of the issue;
        (j) in the case of an offer for sale of securities, the names, addresses and descriptions of the vendor(s) of the securities or, if there are more than ten vendors, such details of the ten principal vendors and a statement of the number of other vendors and particulars of any beneficial interest possessed by any director of the issuer in any securities so offered for sale;
        (k) the date or approximate date on which it is expected that the definitive amount of the offer, the results of a public offer and the basis of allotment will be published as required by rule 12.08 and the newspapers in which the announcement is expected to appear; and
        (l) a description of the application process if not otherwise described in subparagraphs (a) to (k).
        (3) Where an issuer or a selling holder of securities has granted an over-allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offering:-
        (a) confirmation that the price stabilising activities will be entered into in accordance with the laws, rules and regulations in place in Hong Kong on stabilisation;
        (b) the reason for entering into the price stabilising activities;
        (c) the number of securities subject to the over-allotment option, the option price, whether the shares issued or sold under an over-allotment option are to be issued or sold on the same terms and conditions as the shares that are subject to the main offering;
        (d) whether there are any other terms, such as the duration, of the option; and
        (e) the purpose for which the option has been granted.
        50. Where listing is sought for securities with a fixed dividend, particulars of the profits cover for dividend.
        51. Where the securities for which listing is sought were issued for cash within the two years immediately preceding the issue of the listing document, or will be issued for cash, a statement or an estimate of the net proceeds of the issue and a statement as to how such proceeds were or are intended to be applied.
        52. Where listing is sought for options, warrants or similar rights in respect of depositary receipts:-
        (1) the maximum number of securities which could be issued on exercise of such rights;
        (2) the period during which such rights may be exercised and the date when this right commences;
        (3) the amount payable on the exercise of such rights;
        (4) the arrangements for transfer or transmission of such rights;
        (5) the rights of the holders on the liquidation of the issuer;
        (6) the arrangements for the variation in the subscription or purchase price or number of securities to take account of alterations to the share capital of the issuer;
        (7) the rights (if any) of the holders to participate in any distributions and/or offers of further securities made by the issuer; and
        (8) a summary of any other material terms of the options, warrants or similar rights.
        53. Where listing is sought for convertible securities in respect of depositary receipts:-
        (1) information concerning the nature of the securities to which the convertible securities relate and the rights attaching thereto; and
        (2) the conditions of and procedures for conversion, exchange, subscription or purchase and details of the circumstances in which they may be amended.
        54.
        (1) Particulars of any preliminary expenses incurred or proposed to be incurred and by whom the same are payable. (Note 2)
        (2) The amount or estimated amount of the expenses of the issue and of the application for listing so far as the same are not included in the statement of preliminary expenses and by whom the same are payable.
        55. A statement of the net tangible asset backing for each class of shares of the issuer which the depositary receipts represent after making allowance for any new shares to be issued, as detailed in the listing document and also net tangible asset for each depositary receipt. (Note 6)
        56. If known, the date on which dealings will commence.

        Specific information about the depositary receipts

        57. A description of the depositary.
        58. A description of the type and class of depositary receipts being offered and/or admitted to trading.
        59. The governing law under which the depositary receipts have been created.
        60. The currency in which the depositary receipts are denominated.
        61. The rights attaching to the depositary receipts, including any limitations of such rights and the procedure, if any, for the exercise of such rights.
        62. A statement of whether the dividend rights attaching to depositary receipts are different from the dividend rights disclosed in relation to the underlying shares and the differences if there are any.
        63. A statement of whether the voting rights attaching to depositary receipts are different from the voting rights disclosed in relation to the underlying shares and the differences if there are any.
        64. A description of the exercise of and benefit from the rights attaching to the underlying shares, in particular voting rights, the conditions on which the holders of the depositary receipts may exercise such rights, and measures envisaged to obtain the instructions of the depositary receipt holders-and the right to share in profits and any liquidation surplus which are not passed on to the holders of the depositary receipts.
        65. The expected issue date of the depositary receipts.
        66. In respect of the country of registered office of the issuer and the country (ies) where the offer is being made or admission to trading is being sought: (a) information on taxes on the income from the depositary receipts withheld at source (b) indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
        67. A statement of the procedures for the delivery of the depositary receipts for conversion into original shares.
        68. A statement that the deposit agreement must be in a form acceptable by the Exchange.
        69. A summary of the key terms of the deposit agreement, including but without limitation to the following terms:-
        (1) The appointment of the depositary by the issuer with authorisation to act on behalf of the issuer in accordance with the deposit agreement.
        (2) The status of depositary receipts as instruments representing ownership interests in shares of an issuer that have been deposited with the depositary.
        (3) The status of registered holders of depositary receipts as the legal owners of those depositary receipts, without prejudice to the issuer's right under the Securities and Futures Ordinance to investigate the ownership of its shares.
        (4) The role of the depositary to issue depositary receipts as agent of the issuer, and to arrange for the deposit of the shares which the depositary receipts represent.
        (5) The duties of the depositary, including the duty to keep in Hong Kong and make available for inspection a register of holders of depositary receipts and the transfers of the depositary receipts and the duty to keep a record of the deposits of shares which the depositary receipts represent, the issue of depositary receipts, the cancellation of depositary receipts and the withdrawal of shares.
        (6) The role and duties of the custodian appointed by the depositary to hold the deposited shares for the account of the depositary on behalf of the holders of the depositary receipts, segregated from all other property of the custodian.
        (7) The mechanism for the issue and registration of depositary receipts by the depositary upon receipt of shares in the issuer and the form of the depositary receipt.
        (8) The right of depositary receipt holders to transfer their depositary receipts and the mechanism for so doing.
        (9) The right of depositary receipt holders to surrender depositary receipts to be cancelled in exchange for the delivery of the shares which the depositary receipts represent, subject to payment of any applicable charges and taxes and any legal or regulatory restrictions.
        (10) The right of depositary receipt holders to receive distributions made on the shares which the depositary receipts represent except in the circumstances (if any) expressly provided for in the deposit agreement. The deposit agreement should separately address the rights and procedures applying to cash distributions, distributions of shares, rights issues or any other distribution accruing to the shares which the depositary receipts represent, in each case adopting the underlying principle that holders of depositary receipts are to be treated as having generally equivalent rights to holders of the shares which the depositary receipts represent. Any conversion of dividends paid in a foreign currency must occur at the market rates prevailing at the time of conversion.
        (11) The right of depositary receipt holders to exercise the voting rights attached to the shares represented by the depositary receipts and the procedures by which depositary receipt holders will be notified of shareholder meetings or solicitations of proxy votes and be entitled to issue instructions to the depositary as to how to exercise their voting rights.
        (12) The manner in which any consolidation or split-up or change in the par value or other reclassification of the issuer's shares will be represented by and accrue to the depositary receipts, in accordance with the principle that holders of depositary receipts are to be treated as having generally equivalent rights to holders of the shares which the depositary receipts represent.
        (13) The procedures by which the depositary and/or the custodian at the direction of the depositary will, in consultation with the issuer, fix record dates for transactions affecting the depositary receipts including distributions, rights issues and notices of shareholder meetings.
        (14) The procedures by which the depositary will at the direction of the issuer despatch to holders of depositary receipts copies of all notices, reports, voting forms or other communications sent by the issuer to its shareholders, and make available for inspection at its principal office and at the office of the custodian copies of any such notices, reports or communication received from the issuer.
        (15) The conditions and process for the issue of new depositary receipts if any depositary receipt certificate is lost, destroyed, stolen or mutilated.
        (16) The obligations of holders of depositary receipts, including any liabilities for taxes and other charges and the obligation to disclose the beneficial ownership of the depositary receipts on request of the issuer or the depositary or any regulator.
        (17) A clear statement of the fees and charges payable by holders of depositary receipts to the depositary and the custodian.
        (18) Procedures for the replacement or removal of the depositary and/or the custodian by or with the consent of the issuer including an obligation to inform depositary receipt holders by advance announcement of any prospective resignation, removal and replacement of the depositary and/or the custodian, and an obligation to inform depositary receipt holders in advance of and seek their prior consent to any material changes to their existing rights and obligations under the deposit agreement.
        (19) Procedures for the amendment of the deposit agreement, including a requirement to provide prior notice to and seek the consent of depositary receipt holders to any material change affecting their existing rights or obligations.
        (20) The governing law of the deposit agreement should be that of Hong Kong or, if other jurisdiction is chosen, one that is generally used in accordance with international practice. The deposit agreement must not contain provisions that preclude any party from electing to submit to the jurisdiction of the courts of Hong Kong for the resolution of any disputes or claims arising from the deposit agreement.
        70. A discussion of the risk factors, including risk factors that are material to the depositary receipts being offered and/or admitted to trading in order to assess the market risk associated with these securities in a section headed "Risk Factors".

        Use of Proceeds

        71. Details of the intended recipient and the intended use of the proceeds of the issue.
        72.
        (1) Where relevant, as respects any property to which this paragraph applies:-
        (a) the names and addresses of the vendors;
        (b) the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor; and
        (c) short particulars of any transaction relating to the property completed within the two preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect.
        (2) The property to which this paragraph applies is property purchased or acquired by the issuer or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue or the purchase or acquisition of which has not been completed at the date of the issue of the listing document, other than property:-
        (a) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the issuer's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or
        (b) as respects which the amount of the purchase money is not material.
        73. The amount, if any, paid or payable as purchase money in cash, shares or debentures for any property to which paragraph 72 applies, specifying the amount, if any, payable for goodwill.

        Additional information on mineral companies

        74. In the case of mineral companies, the information set out in Chapter 18.

        Information on property interests

        74A. Where required by Chapter 5, information set out in that Chapter.

        Material contracts and documents for inspection

        75. The dates of and parties to all material contracts (not being contracts entered into in the ordinary course of business) entered into by any member of the group within the two years immediately preceding the issue of the listing document, together with a summary of the principal contents of such contracts and particulars of any consideration passing to or from any member of the group. (Note 3)
        76. Details of a reasonable period of time (being not less than 14 days) during which and a place in Hong Kong at which the following documents (or copies thereof) where applicable may be inspected:-
        (1) the memorandum and articles of association or equivalent documents of the issuer;
        (2) each contract disclosed pursuant to paragraphs 46(1) and 75 or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof;
        (3) all reports, letters or other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in the listing document;
        (4) a written statement signed by the reporting accountants setting out the adjustments made by them in arriving at the figures shown in their report and giving the reasons therefore;
        (5) the audited accounts of the issuer or, in the case of a group, the consolidated audited accounts of the issuer and its subsidiaries for each of the two financial years immediately preceding the issue of the listing document together with (in the case of a Hong Kong issuer) all notes, certificates or information required by the Companies Ordinance; and
        (6) the deposit agreement executed between the depositary and the issuer.

        (Note 3)

        NOTES

        Note 1 In cases where the directors of the issuer are responsible for part of the listing document, the directors of another company being responsible for the remainder, the statement should be appropriately adapted. In exceptional cases the Exchange may require other persons to give, or join in, the statement of responsibility in which case the listing document should also be modified appropriately.

        Note 2 In the case of an issuer which has carried on the same business for more than two years immediately preceding the issue of the listing document, application may be made to the Exchange to dispense with the requirements of paragraphs 8, 47 and 54(1), in so far as it relates to interests in the promotion.

        Note 3 Under paragraphs 13, 26, 27, 28, 29(2), 32, 34, 36, 45(2), 46, 47, 75 and 76, reference to the group is to be construed as including any company which will become a subsidiary of the issuer by reason of an acquisition which has been agreed or proposed since the date to which the latest audited accounts of the issuer have been made up.

        Note 4 [Repealed 1 April 2015]

        Note 5 For the purposes of paragraph 45 particulars should be given of the extent of any duplication which occurs.

        Note 6 Where an issuer has caused any property interests to be valued (in accordance with Chapter 5) or has caused any valuation to be made of any other tangible assets and included such a valuation in the prospectus relating to its initial public offer, the issuer is required to state in its prospectus, by way of note to the adjusted net tangible asset statement, the additional depreciation (if any) that would be charged against the income statement had such assets been stated at valuation.

        Note 7 For the purposes of paragraph 41 "other listed public companies" means other public companies the securities of which are listed on any securities market in Hong Kong (including but not limited to the Main Board and GEM) or overseas.

      • Appendix 1F Depositary Receipts

        Part F

        Depositary receipts

        In the case where listing is sought for depositary receipts of an issuer where depositary receipts representing some part of its share capital are already listed

        General information about the issuer, its advisers and the listing document

        1. The full name of the issuer. The place of registration of the issuer and its registration number. The date and country of incorporation or other establishment of the issuer and the authority under which the issuer was incorporated or otherwise established and the length of life of the issuer except where indefinite. In the case of an issuer not incorporated or otherwise established in Hong Kong, the domicile and legal form of the issuer, the legislation under which the issuer operates, the address and telephone number of its registered office (or principal place of business of different from its registered office).
        2. A statement as follows:-

        "This document, for which the directors of the issuer collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading." (Note 1)
        3. The names and addresses of the issuer's principal bankers, authorised representatives, solicitors, registrars and trustees (if any) and of the solicitors to the issue.
        4. The name, address and professional qualifications of the auditors.
        5. Where the listing document includes a statement purporting to be made by an expert, a statement:-
        (1) specifying the qualifications of such expert and whether such expert has any shareholding in any member of the group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the group and, if so, a full description thereof;
        (2) that the expert has given and has not withdrawn his written consent to the issue of the listing document with the expert's statement included in the form and context in which it is included; and
        (3) of the date on which the expert's statement was made and whether or not it was made by the expert for incorporation in the listing document.
        6.
        (1) Particulars of any other stock exchange on which any part of the equity or debt securities of the issuer is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought;
        (2) the name of the stock exchange on which the issuer's primary listing is or is to be; and
        (3) particulars of the dealing and settlement arrangements on each such exchange and between such exchanges,

        or an appropriate negative statement.
        7. Particulars of any arrangement under which future dividends are waived or agreed to be waived.
        8. Particulars of any commissions, discounts, brokerages or other special terms granted since the date to which the latest published audited accounts of the issuer were made up in connection with the issue or sale of any capital of any member of the group, together with the names of any directors or proposed directors, promoters or experts (as named in the listing document) who received any such payment or benefit and the amount or rate of the payment or benefit they received, or an appropriate negative statement. (Note 2)
        8A. [Repealed 1 January 2009]

        Information about the underlying shares which the depositary receipts represent

        9. A description of the type and the class of the underlying shares and the person depositing or deposited the underlying shares for the issue of the depositary receipts.
        10. The legislation under which the underlying shares have been created.
        11. A statement whether the underlying shares are in registered form or bearer form and whether the underlying shares are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records.
        12. The currency in which the underlying shares are denominated.
        13. A description of the rights, including any limitations, attached to the underlying shares and the procedures for the exercise of such rights.
        14. A description of the rights to dividends and voting rights attaching to the underlying shares.
        15. The issue date of the underlying shares if new underlying shares are being created for the issue of the depositary receipts and a description of the resolutions, authorisations and approvals by virtue of which the new underlying shares have been or will be created and/or issued.
        16. A description of whether there are any restrictions on the free transferability of the underlying shares.
        17. Information on taxes on the income from the underlying shares withheld at source and state whether the issuer assumes responsibility for the withholding of taxes at the source.

        Information about the issuer's capital

        18.
        (1) The authorised share capital of the issuer, the amount issued or agreed to be issued, the amount paid up, the nominal value and a description of the shares.
        (2) The amount of any outstanding convertible debt securities and particulars of the conditions governing and the procedures for conversion, exchange or subscription of such securities.
        19. Particulars of and the number of founder or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the group.
        20. Particulars of any alterations in the capital of any member of the group since the date to which the latest published audited accounts of the issuer were made up, including:-
        (1) where any such capital has been issued or is proposed to be issued as fully or partly paid up otherwise than in cash, particulars of the consideration for which the same has been or is proposed to be issued and in the latter case, the extent to which they are so paid up; and
        (2) where any such capital has been issued or is proposed to be issued for cash, particulars of the price and terms upon which the same has been or is proposed to be issued, details of any discounts or other special terms granted and (if not already fully paid) the dates when any instalments are payable with the amount of all calls or instalments in arrear,
        or an appropriate negative statement. (Note 2)
        21. Particulars of any capital of any member of the group which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantee, or an appropriate negative statement. (Note 2)

        Provided that where options have been granted or agreed to be granted to all the members or debenture holders or to any class thereof, or to employees under a share scheme, it shall be sufficient, so far as the names and addresses are concerned, to record that fact without giving the names and addresses of the grantees.

        General information about the group's activities

        22.
        (1)
        (a) The general nature of the business of the group and important events in the development of the issuer. In cases where two or more activities are carried on which are material in terms of profits or losses, assets employed or any other factor, such figures and explanation as are necessary to demonstrate the relative importance of each such activity and details of the main categories of products sold and/or services performed and an indication of any significant new products and/or activities. If the group trades outside the country of incorporation or other establishment of the issuer a statement showing a geographical analysis of its trading operations. Where a material proportion of the group's assets are situated outside the country of incorporation or other establishment of the issuer, a statement giving the best practicable indication of the amount and situation of such assets and the amount of the assets situated in Hong Kong. (Note 3)
        (b) additional information in respect of major customers (meaning, other than in relation to consumer goods or services, the ultimate customer, and in relation to consumer goods or services the ultimate wholesaler or retailer as the case may be) and suppliers (meaning the ultimate supplier of items which are not of a capital nature) as follows:-
        (i) a statement of the percentage of purchases attributable to the group's largest supplier;
        (ii) a statement of the percentage of purchases attributable to the group's 5 largest suppliers combined;
        (iii) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's largest customer;
        (iv) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's 5 largest customers combined;
        (v) a statement of the interests of any of the directors; their close associates; or any shareholder (which to the knowledge of the directors owns more than 5% of the number of issued shares of the issuer) in the suppliers or customers disclosed under (i) to (iv) above or if there are no such interests a statement to that effect;
        (vi) in the event that the percentage which would fall to be disclosed under (ii) above is less than 30, a statement of that fact shall be given and the information required in (i), (ii) and (v) (in respect of suppliers) may be omitted; and
        (vii) in the event that the percentage which would fall to be disclosed under (iv) above is less than 30, a statement of that fact shall be given and the information required in (iii), (iv) and (v) (in respect of customers) may be omitted.
        Sub-paragraph 22(1)(b) applies to all issuers whose businesses comprise, in whole or in part, the supply of goods or services of whatever nature, and in the case of service references to customers includes the clients of such issuers.

        In relation to consumer goods, references to customers are to the ultimate wholesaler or retailer, except when the issuer's business incorporates the wholesaling or retailing operation. In all other cases references to customers are to ultimate customer.

        References to suppliers are primarily to those who provide goods or services which are specific to an issuer's business and which are required on a regular basis to enable the issuer to continue to supply or service its customers. Suppliers of goods and services which are freely available from a range of suppliers at similar prices or which are otherwise freely available (such as utilities) are excluded. In particular, it is recognised that an obligation on issuers who are providers of financial services (such as banks and insurance companies) to give information about suppliers would be of limited or no value, and there is therefore no disclosure requirement in respect of suppliers to such issuers.

        The Exchange must be consulted if there is any doubt about the application of subparagraph 22(1)(b).
        (2) If required by the Exchange, particulars of any contracts for the hire or hire purchase of plant to or by any member of the group for a period of over one year which are substantial in relation to the group's business.
        (3) Particulars of any trade marks, patents or other intellectual or industrial property rights which are material in relation to the group's business and, where such factors are of fundamental importance to the group's business or profitability, a statement regarding the extent to which the group is dependent on such factors.
        (4) Particulars of any interruptions in the business of the group which may have or have had a significant effect on the financial position in the last 12 months.
        (5) Particulars, including location, of the principal investments (if any), including such investments as new plant, factories and research and development, being made or planned by the group.

        (Note 2)
        23. Particulars of any restriction affecting the remittance of profits or repatriation of capital into Hong Kong from outside Hong Kong.

        Financial information about the group and the prospects of the group

        24. A statement as at the most recent practicable date (which must be stated) of the following on a consolidated basis if material:-
        (1) the total amount of any debt securities of the group issued and outstanding, and authorised or otherwise created but unissued, and term loans, distinguishing between guaranteed, unguaranteed, secured (whether the security is provided by the issuer or by third parties) and unsecured, or an appropriate negative statement;
        (2) the total amount of all other borrowings or indebtedness in the nature of borrowing of the group including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, distinguishing between guaranteed, unguaranteed, secured and unsecured borrowings and debt, or an appropriate negative statement;
        (3) all mortgages and charges of the group, or an appropriate negative statement; and
        (4) the total amount of any contingent liabilities or guarantees of the group, or an appropriate negative statement.
        Intra-group liabilities should normally be disregarded, a statement to that effect being made where necessary. (Notes 2 and 3)
        25.
        (1)
        (a) General information on the trend of the business of the group since the date to which the latest published audited accounts of the issuer were made up; and
        (b) a statement as to the financial and trading prospects of the group for at least the current financial year, together with any material information which may be relevant thereto, including all special trade factors or risks (if any) which are not mentioned elsewhere in the listing document and which are unlikely to be known or anticipated by the general public, and which could materially affect the profits. (Note 2)
        (2) The issuer must determine in advance with its financial adviser whether to include a profit forecast in a listing document. Where a profit forecast appears in any listing document, it must be clear, unambiguous and presented in an explicit manner and the principal assumptions, including commercial assumptions, upon which it is based, must be stated. The accounting policies and calculations for the forecast must be examined and reported on by the reporting accountants or auditors, as appropriate, and their report must be set out. The financial adviser must report in addition that they have satisfied themselves that the forecast has been stated by the directors after due and careful enquiry, and such report must be set out.

        A "profit forecast" for this purpose means any forecast of profits or losses, however worded, and includes any statement which explicitly or implicitly quantifies the anticipated level of future profits or losses, either expressly or by reference to previous profits or losses or any other benchmark or point of reference. It also includes any profit estimate, being any estimate of profits or losses for a financial period which has expired but for which the results have not yet been published. Any valuation of assets (except property interests (as defined in rule 5.01(3)) or businesses acquired by an issuer based on discounted cash flows or projections of profits, earnings or cash flows is regarded as a profit forecast.
        26. A statement by the directors that in their opinion the working capital available to the group is sufficient for the group's requirements for at least 12 months from the date of publication of the listing document or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary. (Note 2)
        27.
        (1) Where required by Chapter 4, a report by the reporting accountants in accordance with that Chapter. The accountants' report must, in addition, comply with the provisions set out in Appendix 16 to the Listing Rules in relation to the disclosure requirements for circulars.
        (2) If after the date to which the latest published audited accounts of the issuer have been made up, any member of the group has acquired or agreed to acquire or is proposing to acquire a business or an interest in the share capital of a company whose profits or assets make or will make a material contribution to the figures in the auditors' report or next published accounts of the issuer:-
        (a) a statement of the general nature of the business or of the business of the company in which an interest has been or is being acquired, together with particulars of the situation of the principal establishments and of the principal products;
        (b) a statement of the aggregate value of the consideration for the acquisition and how it was or is to be satisfied; and
        (c) if the aggregate of the remuneration payable to and benefits in kind receivable by the directors of the acquiring company will be varied in consequence of the acquisition, full particulars of such variation; if there will be no variation, a statement to that effect.
        (3) Information for the last three financial years with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited balance sheet together with the notes on the annual accounts for the last financial year:-
        (a) for the group; and
        (b) for any company acquired since the date of the last published audited accounts of the group in respect of which an accountants' report has already been submitted to shareholders or which was itself during the last 12 months a listed issuer.
        (Note 6)
        28. A statement by the directors of any material adverse change in the financial or trading position of the group since the date to which the latest published audited accounts of the issuer have been made up, or an appropriate negative statement.
        29. Particulars of any litigation or claims of material importance pending or threatened against any member of the group, or an appropriate negative statement. (Note 2)

        Information about the issuer's management

        30. The full name, residential or business address of every director and senior manager or proposed director and senior manager. In addition, brief biographical details in respect of the directors, proposed directors, senior managers and proposed senior managers of the issuer shall be provided. Such details will include name, age, positions held with the issuer and other members of the issuer's group, length of service with the issuer and the group including current and past directorships in other listed public companies in the last three years and such other information (which may include business experience) of which shareholders should be aware, pertaining to the ability or integrity of such persons. Where any of the directors or senior managers are related, having with any other director or senior manager any one of the relationships set out below, that fact should be stated. The relationships are spouse; any person cohabiting with the director or senior manager as a spouse; and any relative meaning a child or step-child regardless of age, a parent or stepparent, a brother, sister, step-brother or a step-sister, a mother-in-law, a father-in law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Where any director or proposed director is a director or employee of a company which has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, that fact shall be stated.

        It is the responsibility of the directors of the issuer to determine which individual or individuals constitute senior management. Senior management may include directors of subsidiaries and heads of divisions, departments or other operating units within the group as senior management as, in the opinion of the issuer's directors, is appropriate.

        (Note 5)
        31. The full name and professional qualification, if any, of the secretary of the issuer.
        32. The situation of the registered office and, if different, the head office and transfer office.
        33. Details of any share schemes to which Chapter 17 applies.
        34.
        (1) A statement showing the interests and short positions of each director and chief executive of the issuer in the shares, underlying shares and debentures of the issuer or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance) which:-
        (a) are required to be notified to the issuer and the Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including interests and short positions which he is taken or deemed to have under such provisions of Securities and Futures Ordinance); or
        (b) are required, pursuant to section 352 of the Securities and Futures Ordinance, to be entered in the register referred to therein; or
        (c) are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the issuer and the Exchange;
        or an appropriate negative statement. Provided that the Exchange may agree in its sole discretion that compliance with this paragraph may be modified or waived in respect of any associated corporation if, in the opinion of the Exchange, the number of associated companies in respect of which each director and chief executive is taken or deemed to have an interest or short position under Part XV of the Securities and Futures Ordinance is such that compliance with this paragraph would result in particulars being given which are not material in the context of the group and are excessive in length; and
        (1A) A statement required by sub-paragraph 34(1) must specify the company in which the interests or short positions are held, the class to which those securities belong and the number of such securities held. The statement need not disclose:
        (a) the interests of a director in the shares of the listed issuer or any of its subsidiaries if such interest is held solely in a non-beneficial capacity and is for the purpose of holding the requisite qualifying shares;
        (b) the non-beneficial interests of directors in the shares of any subsidiary of the listed issuer in so far as that interest comprises the holding of shares subject to the terms of a written, valid and legally enforceable declaration of trust in favour of the parent company of that subsidiary or the listed issuer and such interest is held solely for the purpose of ensuring that the relevant subsidiary has more than one member;

        Note: Where interests in securities arising from the holding of such securities as qualifying shares are not disclosed pursuant to the exception provided in this paragraph, a general statement should nevertheless be made to indicate that the directors hold qualifying shares.
        (2) A statement showing the name, so far as is known to any director or chief executive of the issuer, of each person, other than a director or chief executive of the issuer, who has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or, who is, directly or indirectly, interested in ten per cent. or more of the issued voting shares of any other member of the group and the amount of each of such person's interest in such securities, together with particulars of any options in respect of such securities, or, if there are no such interests or short positions, an appropriate negative statement. (Note 2)

        (Note 4)
        35. Particulars of directors' existing or proposed service contracts with any member of the group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)), or an appropriate negative statement. (Note 2)
        36.
        (1) Full particulars of the nature and extent of the interest, direct or indirect, if any, of every director or proposed director or expert (as named in the listing document) in any assets which have been, since the date to which the latest published audited accounts of the issuer were made up, acquired or disposed of by or leased to any member of the group, or are proposed to be acquired or disposed of by or leased to any member of the group, including:-
        (a) the consideration passing to or from any member of the group; and
        (b) short particulars of all transactions relating to any such assets which have taken place within such period,
        or an appropriate negative statement.
        (2) Full particulars of any contract or arrangement subsisting at the date of the listing document in which a director of the issuer is materially interested and which is significant in relation to the business of the group, or an appropriate negative statement.

        (Note 2)

        Information about the depositary receipts for which listing is sought and the terms and condition of their issue and distribution

        37.
        (1) A statement that application has been or will be made to the Exchange for listing of and permission to deal in the securities; and
        (2) In case of a new class of securities to be listed, a statement that all necessary arrangements have been made enabling the securities to be admitted into CCASS or an appropriate negative statement.
        38. The nature and amount of the issue including the number of securities which have been or will be created and/or issued, if predetermined. A description of the arrangements and time for announcing to the public the definitive amount of the offer. The time period, including any possible amendments, during which the offer will be open and description of the application process.
        39. Where the securities for which listing is sought were issued for cash since the date to which the latest published audited accounts of the issuer were made up, or will be issued for cash, a statement or an estimate of the net proceeds of the issue and a statement as to how such proceeds were or are intended to be applied, provided that, in the case of a fully underwritten rights issue or open offer, if the net proceeds are not intended to be used for a specific purpose, the statement may refer to the net proceeds being used for general corporate funding purposes.
        40. The amount or estimated amount of the expenses of the issue and of the application for listing and by whom the same are payable.
        41. A statement of the net tangible asset backing for each class of shares which the depositary receipts represent for which listing is sought, after making allowance for any new shares to be issued, as detailed in the listing document and also net tangible asset for each depositary receipt.
        42. If known, the date on which dealings will commence.
        43. Where the securities for which listing is sought are allotted by way of exchange or substitution, an explanation of the financial effects thereof and the effect on existing rights on the securities.
        44. Where the securities for which listing is sought are allotted by way of capitalisation of reserves or profits or by way of bonus to the holders of an existing security, a statement as to the pro rata entitlement, the last date on which transfers were or will be accepted for registration for participation in the issue, how the securities rank for dividend, whether the securities rank pari passu with any listed securities, the nature of the document of title, its proposed date of issue and whether or not it is renounceable and how fractions (if any) are to be treated.
        45. Where listing is sought for securities which will not be identical with securities already listed:-
        (1) a statement of the rights as regards dividend, capital, redemption and voting attached to such securities and (except as regards the lowest ranking securities) as to the right of the issuer to create or issue further securities ranking in priority thereto or pari passu therewith; and
        (2) a summary of the consents necessary for the variation of such rights.
        46. Where the securities for which listing is sought are offered by way of rights or by way of an open offer to the holders of an existing listed security, a statement as to:-
        (1) how securities not taken up will be dealt with and the time, being not less than 10 business days, in which the offer may be accepted. In cases where the issuer has a large number of overseas members a longer offer period may be desirable, provided that the Exchange must be consulted if the issuer proposes an offer period of over 15 business days;
        (2) the pro rata entitlement (if applicable), the last date on which transfers were accepted for registration for participation in the issue, how the securities rank for dividend, whether the securities rank pari passu with any listed securities, the nature of the document of title and its proposed date of issue, and how fractions (if any) are to be treated;
        (3) whether the board of directors and/or the depositary have received any information from any substantial shareholders of their intention to take up the securities provisionally allotted or offered to them or to be provisionally allotted or offered to them and particulars thereof; and
        (4) the matters required to be disclosed by rules 7.19(2), (3), (4), (6) and (7), 7.21(1) and (2), 7.24(2), (3), (5) and (6), 7.26A(1) and (2) and/or 14A.92(2)(b), where appropriate.
        47. Where listing is sought for securities with a fixed dividend, particulars of the profits cover for dividend.
        48. Where listing is sought for options, warrants or similar rights in respect of depositary receipts:-
        (1) the maximum number of securities which could be issued on exercise of such rights;
        (2) the period during which such rights may be exercised and the date when this right commences;
        (3) the amount payable on the exercise of such rights;
        (4) the arrangements for transfer or transmission of such rights;
        (5) the rights of the holders on the liquidation of the issuer;
        (6) the arrangements for the variation in the subscription or purchase price or number of securities to take account of alterations to the share capital of the issuer;
        (7) the rights (if any) of the holders to participate in any distributions and/or offers of further securities made by the issuer; and
        (8) a summary of any other material terms of the options, warrants or similar rights.
        49. Where listing is sought for convertible securities in respect of depositary receipts:-
        (1) information concerning the nature of the securities to which the convertible securities relate and the rights attaching thereto; and
        (2) the conditions of and procedures for conversion, exchange, subscription or purchase and details of the circumstances in which they may be amended.

        Specific information regarding the depositary receipts

        50. A description of the depositary.
        51. A description of the type and class of depositary receipts being offered and/or admitted to trading.
        52. The governing law under which the depositary receipts have been created.
        53. The currency in which the depositary receipts are denominated.
        54. The rights attaching to the depositary receipts, including any limitations of such rights and the procedure, if any, for the exercise of such rights.
        55. A statement of whether the dividend rights attaching to depositary receipts are different from the dividend rights disclosed in relation to the underlying shares and the differences if there are any.
        56. A statement of whether the voting rights attaching to depositary receipts are different from the voting rights disclosed in relation to the underlying shares and the differences if there are any.
        57. A description of the exercise of and benefit from the rights attaching to the underlying shares, in particular voting rights, the conditions on which the holders of the depositary receipts may exercise such rights, and measures envisaged to obtain the instructions of the depositary receipt holders-and the right to share in profits and any liquidation surplus which are not passed on to the holders of the depository receipts.
        58. The expected issue date of the depositary receipts.
        59. In respect of the country of registered office of the issuer and the country (ies) where the offer is being made or admission to trading is being sought: (a) information on taxes on the income from the depositary receipts withheld at source (b) indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
        60. A statement of the procedures for the delivery of the depositary receipts for conversion into original shares.
        61. A statement that the deposit agreement must be in a form acceptable by the Exchange.
        62. A summary of the key terms of the deposit agreement, including but without limitation to the following terms:-
        (1) The appointment of the depositary by the issuer with authorisation to act on behalf of the issuer in accordance with the deposit agreement.
        (2) The status of depositary receipts as instruments representing ownership interests in shares of an issuer that have been deposited with the depositary.
        (3) The status of registered holders of depositary receipts as the legal owners of those depositary receipts, without prejudice to the issuer's right under the Securities and Futures Ordinance to investigate the ownership of its shares.
        (4) The role of the depositary to issue depositary receipts as agent of the issuer, and to arrange for the deposit of the shares which the depositary receipts represent.
        (5) The duties of the depositary, including the duty to keep in Hong Kong and make available for inspection a register of holders of depositary receipts and the transfers of the depositary receipts and the duty to keep a record of the deposits of shares which the depositary receipts represent, the issue of depositary receipts, the cancellation of depositary receipts and the withdrawal of shares.
        (6) The role and duties of the custodian appointed by the depositary to hold the deposited shares for the account of the depositary on behalf of the holders of the depositary receipts, segregated from all other property of the custodian.
        (7) The mechanism for the issue and registration of depositary receipts by the depositary upon receipt of shares in the issuer and the form of the depositary receipt.
        (8) The right of depositary receipt holders to transfer their depositary receipts and the mechanism for so doing.
        (9) The right of depositary receipt holders to surrender depositary receipts to be cancelled in exchange for the delivery of the shares which the depositary receipts represent, subject to payment of any applicable charges and taxes and any legal or regulatory restrictions.
        (10) The right of depositary receipt holders to receive distributions made on the shares which the depositary receipts represent except in the circumstances (if any) expressly provided for in the deposit agreement. The deposit agreement should separately address the rights and procedures applying to cash distributions, distributions of shares, rights issues or any other distribution accruing to the shares which the depositary receipts represent, in each case adopting the underlying principle that holders of depositary receipts are to be treated as having generally equivalent rights to holders of the shares which the depositary receipts represent. Any conversion of dividends paid in a foreign currency must occur at the market rates prevailing at the time of conversion.
        (11) The right of depositary receipt holders to exercise the voting rights attached to the shares represented by the depositary receipts and the procedures by which depositary receipt holders will be notified of shareholder meetings or solicitations of proxy votes and be entitled to issue instructions to the depositary as to how to exercise their voting rights.
        (12) The manner in which any consolidation or split-up or change in the par value or other reclassification of the issuer's shares will be represented by and accrue to the depositary receipts, in accordance with the principle that holders of depositary receipts are to be treated as having generally equivalent rights to holders of the shares which the depositary receipts represent.
        (13) The procedures by which the depositary and/or the custodian at the direction of the depositary will, in consultation with the issuer, fix record dates for transactions affecting the depositary receipts including distributions, rights issues and notices of shareholder meetings.
        (14) The procedures by which the depositary will at the direction of the issuer despatch to holders of depositary receipts copies of all notices, reports, voting forms or other communications sent by the issuer to its shareholders, and make available for inspection at its principal office and at the office of the custodian copies of any such notices, reports or communication received from the issuer.
        (15) The conditions and process for the issue of new depositary receipts if any depositary receipt certificate is lost, destroyed, stolen or mutilated.
        (16) The obligations of holders of depositary receipts, including any liabilities for taxes and other charges and the obligation to disclose the beneficial ownership of the depositary receipts on request of the issuer or the depositary or any regulator.
        (17) A clear statement of the fees and charges payable by holders of depositary receipts to the depositary and the custodian.
        (18) Procedures for the replacement or removal of the depositary and/or the custodian by or with the consent of the issuer including an obligation to inform depositary receipt holders by advance announcement of any prospective resignation, removal and replacement of the depositary and/or the custodian, and an obligation to inform depositary receipt holders in advance of and seek their prior consent to any material changes to their existing rights and obligations under the deposit agreement.
        (19) Procedures for the amendment of the deposit agreement, including a requirement to provide prior notice to and seek the consent of depositary receipt holders to any material change affecting their existing rights or obligations.
        (20) The governing law of the deposit agreement should be that of Hong Kong or, if other jurisdiction is chosen, one that is generally used in accordance with international practice. The deposit agreement must not contain provisions that preclude any party from electing to submit to the jurisdiction of the courts of Hong Kong for the resolution of any disputes or claims arising from the deposit agreement.
        63. A discussion of the risk factors, including risk factors that are material to the depositary receipts being offered and/or admitted to trading in order to assess the market risk associated with these securities in a section headed "Risk Factors".

        Additional information on mineral companies

        64. In the case of mineral companies, the information set out in Chapter 18.

        Material contracts and documents for inspection

        65. The dates of and parties to all material contracts (not being contracts entered into in the ordinary course of business) entered into by any member of the group within the two years immediately preceding the issue of the listing document, together with a summary of the principal contents of such contracts and particulars of any consideration passing to or from any member of the group. (Note 2)
        66. Details of a reasonable period of time (being not less than 14 days) during which and a place in Hong Kong at which the following documents (or copies thereof) where applicable may be inspected:-
        (1) the memorandum and articles of association or equivalent documents of the issuer;
        (2) each of the following contracts:-
        (a) any service contracts disclosed pursuant to paragraph 35;
        (b) any material contracts disclosed pursuant to paragraph 65; and
        (c) in the case of a connected transaction circular any contracts referred to in the circular,

        or where any of the above contracts have not been reduced into writing, a memorandum giving full particulars thereof;
        (3) all reports, letters or other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in the listing document;
        (4) a written statement signed by the reporting accountants setting out the adjustments made by them in arriving at the figures shown in their report and giving the reasons therefor;
        (5) the audited accounts of the issuer or, in the case of a group the consolidated audited accounts of the issuer and its subsidiaries for each of the two financial years immediately preceding the issue of the listing document together with (in the case of a Hong Kong issuer) all notes, certificates or information required by the Companies Ordinance;
        (6) a copy of each circular issued pursuant to the requirements set out in Chapters 14 and/or 14A which has been issued since the date of the latest published audited accounts; and
        (7) the deposit agreement executed between the depositary and the issuer.

        (Note 2)

        NOTES

        Note 1 In cases where the directors of the issuer are responsible for part of the listing document, the directors of another company being responsible for the remainder, the statement should be appropriately adapted. In exceptional cases the Exchange may require other persons to give, or join in, the statement of responsibility in which case the listing document should also be modified appropriately.

        Note 2 Under paragraphs 8, 20, 21, 22, 24, 25(1)(b), 26, 29, 34(2), 35, 36, 65 and 66 reference to the group is to be construed as including any company which will become a subsidiary of the issuer by reason of an acquisition which has been agreed or proposed since the date to which the latest audited accounts of the issuer have been made up.

        Note 3 [Repealed 1 April 2015]

        Note 4 For the purposes of paragraph 34 particulars should be given of the extent of any duplication which occurs.

        Note 5 For the purposes of paragraph 30 "other listed public companies" means other public companies the securities of which are listed on any securities market in Hong Kong (including but not limited to the Main Board and GEM) or overseas.

        Note 6 For the purpose of paragraph 27(3), the information may be incorporated in the listing document or circular of the listed issuer by reference to its other documents published under the Exchange Listing Rules.

    • Appendix 2 Documents of Title

      • Appendix 2A Temporary Documents of Title

        Part A

        Temporary Documents of Title

        Equity Securities

        1.
        (1) The document of title, if renounceable, must show as a heading, the date the offer expires, that the document is of value and negotiable and that in all cases of doubt, or if prior to receipt the addressee has sold (other than ex rights or ex capitalisation) all or part of his registered holding of the existing securities, a stockbroker, bank manager, solicitor or other professional adviser should be consulted immediately.
        (2) In the case of a rights issue which is underwritten and the underwriter is entitled to terminate that underwriting upon the occurrence of any events of force majeure after dealings in the rights in nil-paid form have commenced, then the temporary documents of title must contain full disclosure of that fact. Such disclosure must:—
        (a) appear on the front of the temporary documents of title and in a prominent position in the body of the documents;
        (b) include a summary of the force majeure clause(s) and explain when its provisions cease to be exercisable;
        (c) state that there are consequential risks in dealing in such rights; and
        (d) be in a form approved by the Exchange.
        2. Temporary documents of title must be serially numbered and printed on good quality paper. The name and address of the first holder and names of joint holders (if any) must be stated and, in the case of fixed income securities, a statement as to the amount of the next payment of dividend must be included.
        3. The documents of title must state the pro rata entitlement, the last date on which transfers were or will be accepted for registration for participation in the issue, how the securities rank for dividend or interest, whether the securities rank pari passu with any listed securities, the nature of the document of title and its proposed date of issue and how fractions (if any) are to be treated. In the case of a rights issue, the documents of title must state how securities not taken up will be dealt with and the time, being not less than 10 business days, in which the offer may be accepted. In cases where the issuer has a large number of overseas members a longer offer period may be desirable, provided that the Exchange must be consulted if the issuer proposes an offer period of over 15 business days.
        4. Where the right of renunciation is given on temporary documents of title:—
        (1) the instructions for registration, renunciation and splitting and the form of renunciation must be printed in the body of, or attached to, the document;
        (2) there must be provision for splitting (without fee) and split documents must be certified by an official of the issuer or authorised agent. There must not be more than five clear business days between the last day for splitting and the last day for renunciation; and
        (3) when, at the same time as an allotment is made of securities issued for cash, securities of the same class are also allotted, credited as fully-paid, to vendors or others, the period for renunciation may be the same as, but not longer than, that provided for in the case of securities issued for cash.
        5. Letters of regret should preferably be issued simultaneously with, but in any event not later than three business days after, the issue of letters of allotment or letters of rights. Where it is impossible to issue letters of regret at the same time as the allotment letters or letters of rights, an announcement to that effect must be published in accordance with rule 2.07C as soon as possible, but in any event not later than the time that is 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the morning after the allotment letters or letters of rights have been posted.
        6. In the absence of contrary instructions from the holder concerned, all letters of allotment and letters of rights to holders of securities with addresses outside Hong Kong must be despatched by airmail.

        Debt Securities

        7. The Exchange does not require temporary documents of title to conform to any particular standard. If, however, such a document is to be used, matters such as the exchange for definitive documents of title must be adequately dealt with as well as the payment of any interest pending its exchange for a definitive document of title.

      • Appendix 2B Definitive Documents of Title

        Part B

        Definitive Documents of Title

        Registered equity securities

        1. The overall size of the certificate should if possible be no larger than 25 centimetres by 22 centimetres (9 3/4 inches by 8 1/2 inches approximately).
        2. The paper for securities must be security paper containing a watermark in a form approved by the Federation of Share Registrars. The watermark should be repeated at staggered intervals of not more than 20 centimetres (8 inches approximately).
        3. The following matters must appear on the face of the certificate:—
        (1) the authority under which the issuer is constituted;
        (2) preferably at the top right-hand corner, the number of securities or amount of stock the certificate represents and if applicable the number and denomination of units;
        (3) a footnote stating that no transfer of the securities represented by the certificate can be registered without production of the certificate; and
        (4) if applicable, the minimum amount and multiples thereof in which the security is transferable.
        4. Certificates must be dated and (in the absence of statutory authority for issue under signature of appropriate officials) be issued under seal.
        5. If the certificate relates to shares and there is more than one class in issue:—
        (1) the certificates of the preferential classes must also bear (preferably on the face) a statement of the conditions conferred thereon as to capital and dividends;
        (2) if any such class (other than preference or preferred shares so described) is a class the holders of which are not entitled to vote at general meetings of the issuer, the words "non voting" must appear legibly on every certificate therefor issued by the issuer; and
        (3) every share certificate issued by the issuer shall contain in a prominent position a statement that its share capital is divided into different classes of shares which shall specify in respect of the shares of each class the nominal value (if any) thereof and the voting rights attached thereto.
        6. Certificates relating to shares may contain on the back a form of instrument of transfer relating to all (but not some only) of the shares comprised in the certificate in a form approved by the Exchange.
        7. If the securities to which the certificates relate are not identical in all respects, but will become so in the future, such certificates issued before the date when they will become so must be enfaced with a note of such date.

        Registered debt securities

        8. The overall size of the certificate should if possible be no larger than 25 centimetres by 22 centimetres (9 3/4 inches by 8 1/2 inches approximately).
        9. The paper for securities must contain a watermark in a form approved by the Federation of Share Registrars. The watermark should be repeated at staggered intervals of not more than 20 centimetres (8 inches approximately).
        10. The following matters must appear on the face of the certificate:—
        (1) the authority under which the issuer is constituted;
        (2) preferably at the top right-hand corner, the number of securities or amount of stock the certificate represents and, if applicable, the number and denomination of units;
        (3) a footnote stating that no transfer of the security or any portion thereof represented by the certificate can be registered without production of the certificate;
        (4) if applicable, the minimum amount and multiples thereof in which the security is transferable; and
        (5) the interest payable and the dates when it is payable.
        11. Certificates must be dated and (in the absence of statutory or other authority for issue under signature of appropriate officials) be issued under seal.
        12. The certificates must also state:—
        (1) the country of incorporation (where appropriate) and registered number (if any) of the issuer;
        (2) the authority under which the security is issued; and
        (3) on the back (preferably with reference shown on the face) all the conditions of issue as to redemption or repayment and, if applicable, conversion but need state only such of the conditions as to transfer as differ in any material respect from those normally attached to such a debt security.

        Bearer securities

        13. Except for debt issues to professional investors only, proofs of securities and any coupons must be submitted to the Exchange for approval at as early a date as possible, preferably in "sketch" form. Proofs must be submitted to the Exchange at least 14 days prior to the date on which the relevant listing document is to be bulk printed.
        14. The printing of bearer securities must be entrusted to recognised security printers who must be approved in advance by the Exchange; it is preferable that the same printer should be employed on behalf of a particular issuer or borrowing organisation for all its bearer securities.
        15. The paper for securities and any coupons must be first class bond or banknote paper. It must be a fourdrinier made paper of 100g/m2 in weight, containing a minimum rag content of 50% and have a multitone watermark of the printer, borrower or issuer. Accurate records must be kept regarding manufacture and consumption of security paper. The watermark should be repeated at staggered intervals such that it appears, at least in part, on each coupon.
        16. The overall size of the security (excluding any sheets of coupons) should be 29.7 centimetres by 21 centimetres (11-3/4 inches by 8-1/4 inches approximately).
        17. The serial number of the security must appear in the top right-hand corner of each security, on any talon and on each coupon (if any). Such number must be printed in indestructible black ink which fluoresces when exposed to ultra violet light and be produced in OCR-B1 (optical character recognition-type B1) typeface.
        18. Any coupon sheets must be attached to the right-hand side of the security and each coupon must bear the serial number of the security and be numbered consecutively. Coupon sheets may be attached to the foot of the security in the event that the right-hand side of the security is not available. If a talon or renewal coupon is used it must be so placed as to be the last coupon to be removed. The margin between the coupons must be sufficiently wide to ensure that the text of any coupon is not damaged when coupons are detached.
        19. Securities must have at least one printing by direct engraved steel plate which must include the border. The plates must be produced by the high security printer by mechanical or electrolytic means from original steel engravings and must remain in the responsible custody of the high security printer. The impression must be perfect, giving uniform sharpness, no interruptions or broken lines and no choking or widening at points or intersections. The background must contain guilloches which, if produced by indirect letterpress, must be in more than one colour.
        20. The design of the intaglio border of the securities and coupons must either be unique to the issuer or must, as an alternative, incorporate the following additional security features:—
        (a) lines composed of extra small print which appear as continuous lines when photocopied; and
        (b) a latent image (not required on the coupons).
        21. The name of the security printer must appear on the face of the bearer security and the coupons as part of the intaglio border.
        22. The following matters must appear on the face of the security:—
        (1) the authority under which the issuer is constituted and the country of incorporation (where applicable) and registered number (if any);
        (2) the date of issue of the security;
        (3) the authority under which the security is issued;
        (4) the dates when fixed interest or dividend payments are due; and
        (5) an authorising signature or signatures of the issuer, which may be in facsimile (and may also bear an authenticating signature which, if present, must be an original).
        23. In the case of shares with preferential rights, a statement of the conditions conferred thereon as to capital (including redemption), dividends, meetings and voting rights must appear on the reverse of the security.
        24. In the case of debt securities, a summary of the principal terms and conditions of issue as to redemption, conversion, meetings and voting rights must appear on the reverse of the security.
        25. The high security printer must give a declaration which may, with the approval of the Exchange, be given on an annual basis, that:—
        (1) the security is being produced in accordance with the requirements of the Exchange;
        (2) records will be kept of the production and consumption of the security paper;
        (3) the steel engraved plates have been produced by the security printers on their premises and since production they have remained and will remain under their control and if the design of the intaglio border is unique to the issuer, it will not be used on the securities of any other issuer; and
        (4) where the design of the intaglio border is unique to the issuer at the request of the issuer all plates used in the preparation of the securities will be destroyed and satisfactory proof of destruction will be produced to the issuer.
        26. Notwithstanding the provisions of paragraph 19 of this Appendix, the Exchange may agree to waive the requirement to use engraved steel plates for the printing of securities where:—
        (1) the securities are not to be marketed to the public; and
        (2) an alternative form of process, acceptable to the Exchange, is used for the printing of the securities.
        Such agreement should be obtained from the Exchange in advance.

        Registered depositary receipts

        27. In the case of the certificate for registered depositary receipts, the overall size of the certificate should if possible be no larger than 30.5 centimetres by 20 centimetres (12 inches by 8 inches approximately).
        28. Except for paragraph 1, the above provisions in relation to registered equity securities apply equally to depositary receipts. In addition, the following matters must appear on the face of a certificate for a depositary receipt:—
        (1) the name of the depositary;
        (2) the name of the issuer;
        (3) the name of the holder of depositary receipt;
        (4) the number of shares which the depositary receipt represents; and
        (5) a detailed summary of the terms of the deposit agreement in the form acceptable to the Exchange.

    • Appendix 3 Articles of Association

      The articles of association or equivalent document must conform with the following provisions and, where necessary, a certified copy of a resolution of the board of directors or other governing body undertaking to comply with the appropriate provisions must be lodged with the Exchange. This appendix does not apply to an issuer which has only debt securities listed.

      As regards Transfer and Registration

      1.
      (1) That transfers and other documents relating to or affecting the title to any registered securities shall be registered and where any fee or fees is/are charged, such fee or fees shall not exceed the maximum fees prescribed by the Exchange from time to time in the Exchange Listing Rules.
      (2) That fully-paid shares shall be free from any restriction on the right of transfer (except when permitted by the Exchange) and shall also be free from all lien.
      (3) That where power is taken to limit the number of shareholders in a joint account, such limit shall not prevent the registration of a maximum of four persons.

      As regards Definitive Certificates

      2.
      (1) That all certificates for capital must be under seal, which may only be affixed with the authority of the directors, or be executed under signature of appropriate officials with statutory authority.
      (2) Where power is taken to issue share warrants to bearer, that no new share warrant shall be issued to replace one that has been lost, unless the issuer is satisfied beyond reasonable doubt that the original has been destroyed.

      As regards Dividends

      3.
      (1) That any amount paid up in advance of calls on any share may carry interest but shall not entitle the holder of the share to participate in respect thereof in a dividend subsequently declared.
      (2) Where power is taken to forfeit unclaimed dividends, that power shall not be exercised until six years or more after the date of declaration of the dividend.

      As regards Directors

      4.
      (1) That, subject to such exceptions specified in the articles of association as the Exchange may approve, a director shall not vote on any board resolution approving any contract or arrangement or any other proposal in which he or any of his close associates has a material interest nor shall he be counted in the quorum present at the meeting. (Note 1)
      (2) That any person appointed by the directors to fill a casual vacancy on or as an addition to the board shall hold office only until the next following annual general meeting of the issuer, and shall then be eligible for re-election.
      (3) That, where not otherwise provided by law, the issuer in general meeting shall have power by ordinary resolution to remove any director (including a managing or other executive director, but without prejudice to any claim for damages under any contract) before the expiration of his period of office.
      (4) That the minimum length of the period, during which notice to the issuer of the intention to propose a person for election as a director and during which notice to the issuer by such person of his willingness to be elected may be given, will be at least 7 days.
      (5) That the period for lodgment of the notices referred to in sub-paragraph 4(4) will commence no earlier than the day after the despatch of the notice of the meeting appointed for such election and end no later than 7 days prior to the date of such meeting.

      As regards Accounts

      5. That a copy of either (i) the directors' report, accompanied by the balance sheet (including every document required by law to be annexed thereto) and profit and loss account or income and expenditure account, or (ii) the summary financial report shall, at least 21 days before the date of the general meeting, be delivered or sent by post to the registered address of every member.

      As regards Rights

      6.
      (1) That adequate voting rights will, in appropriate circumstances, be secured to preference shareholders.
      (2) That the quorum for a separate class meeting (other than an adjourned meeting) to consider a variation of the rights of any class of shares shall be the holders of at least one-third of the issued shares of the class.

      As regards Notices

      7.
      (1) That where power is taken to give notice by advertisement such advertisement may be published in the newspapers.
      (2) That an overseas issuer whose primary listing is or is to be on the Exchange shall give notice sufficient to enable members, whose registered addresses are in Hong Kong, to exercise their rights or comply with the terms of the notice. If the overseas issuer's primary listing is on another stock exchange, the Exchange will normally be satisfied with an undertaking by the issuer to do so and will not normally request the issuer to change its articles to comply with this paragraph where it would be unreasonable to do so.
      (3) That there is no prohibition on the giving of notice to members whose registered address is outside Hong Kong.

      As regards Redeemable Shares

      8. That, where the issuer has the power to purchase for redemption a redeemable share:—
      (1) purchases not made through the market or by tender shall be limited to a maximum price; and
      (2) if purchases are by tender, tenders shall be available to all shareholders alike.

      As regards Capital Structure

      9. That the structure of the share capital of the issuer be stated and where such capital consists of more than one class of share it must also be stated how the various classes shall rank for any distribution by way of dividend or otherwise.

      As regards Non-Voting or Restricted Voting Shares

      10.
      (1) That, where the capital of the issuer includes shares which do not carry voting rights, the words "non-voting" must appear in the designation of such shares.
      (2) That, where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words "restricted voting" or "limited voting".

      As regards Proxies

      11.
      (1) That where provision is made in the articles as to the form of proxy, this must be so worded as not to preclude the use of the two-way form.
      (2) That a corporation may execute a form of proxy under the hand of a duly authorised officer.

      As regards disclosure of interests

      12. No powers shall be taken to freeze or otherwise impair any of the rights attaching to any share by reason only that the person or persons who are interested directly or indirectly therein have failed to disclose their interests to the company.

      As regards untraceable members

      13.
      (1) That where power is taken to cease sending dividend warrants by post, if such warrants have been left uncashed, it will not be exercised until such warrants have been so left uncashed on two consecutive occasions. However, such power may be exercised after the first occasion on which such a warrant is returned undelivered.
      (2) That where power is taken to sell the shares of a member who is untraceable it will not be exercised unless:—
      (a) during a period of 12 years at least three dividends in respect of the shares in question have become payable and no dividend during that period has been claimed; and
      (b) on expiry of the 12 years the issuer gives notice of its intention to sell the shares by way of an advertisement published in the newspapers and notifies the Exchange of such intention.

      As regards voting

      14. That, where any shareholder is, under these Exchange Listing Rules, required to abstain from voting on any particular resolution or restricted to voting only for or only against any particular resolution, any votes cast by or on behalf of such shareholder in contravention of such requirement or restriction shall not be counted.

      NOTES

      Note 1 Articles of Association will be acceptable to the Exchange if they provide exceptions from the requirements of paragraph 4(1) of this Appendix in respect of the following matters:—

      (1) the giving of any security or indemnity either:—
      (a) to the director or his close associate(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the issuer or any of its subsidiaries; or
      (b) to a third party in respect of a debt or obligation of the issuer or any of its subsidiaries for which the director or his close associate(s) has himself/ themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;
      (2) any proposal concerning an offer of shares or debentures or other securities of or by the issuer or any other company which the issuer may promote or be interested in for subscription or purchase where the director or his close associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting of the offer;
      (3) any proposal concerning any other company in which the director or his close associate(s) is/are interested only, whether directly or indirectly, as an officer or executive or shareholder or in which the director or his close associate(s) is/are beneficially interested in shares of that company, provided that the director and any of his close associates are not in aggregate beneficially interested in 5% or more of the issued shares of any class of such company (or of any third company through which his interest or that of his close associates is derived) or of the voting rights;
      (4) any proposal or arrangement concerning the benefit of employees of the issuer or its subsidiaries including:—
      (a) the adoption, modification or operation of any employees' share scheme or any share incentive or share option scheme under which the director or his close associate(s) may benefit; or
      (b) the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors, his close associates and employees of the issuer or any of its subsidiaries and does not provide in respect of any director, or his close associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and
      (5) any contract or arrangement in which the director or his close associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the issuer by virtue only of his/their interest in shares or debentures or other securities of the issuer.

    • Appendix 4 Trust Deeds or Other Documents Securing or Constituting Debt Securities

      This appendix does not apply to debt issues to professional investors only. If there is a trustee:—

      (i) one of the trustees or the sole trustee must be a trust corporation which must have no interest in or relationship to the issuer which might conflict with the position of trustee; and
      (ii) in the event of the office of trustee becoming vacant, a new trustee must be approved by an extraordinary resolution of the holders of the relevant class of debt securities unless such holders have a general power to remove any trustee and appoint another trustee in his place.

      Trust deeds or other corresponding documents must contain provisions to the following effect:—

      As regards Redemption

      1.
      (1) That where power is reserved to purchase a debt security:—
      (a) purchases not made through the market or by tender shall be limited to a maximum price; and
      (b) if purchases are by tender, tenders shall be available to all holders of the debt securities alike.
      (2) That where the outstanding amount of a debt security subject to redemption by drawings is not less than HK$2,000,000 the lots into which the issue is to be divided for the purpose of a drawing may, if required, be of not more than HK$1,000 but otherwise must be of not more than HK$100.
      (3) That where a debt security is repayable on a particular date the year of redemption must be indicated by inclusion in the title of the debt security; that where a debt security may be repaid within a fixed period that period must be indicated in the title by the inclusion of the first and last years of the period; and that where a debt security will be irredeemable that debt security must be described as such.

      As regards Conversion Rights

      2.
      (1) That during the existence of conversion rights:—
      (a) unless provision is made for appropriate adjustment of the conversion rights, the issuer must be precluded from effecting any reduction of capital involving repayment of capital or reduction of uncalled liability;
      (b) the creation of a new class of equity share capital shall be prohibited or restricted within specified limits referred to in the terms of issue;
      (c) unless provision is made for appropriate adjustment of the conversion, the Company must be precluded from effecting any capitalisation of profits or reserves save in respect of shares issued in lieu of dividends;
      (d) the granting of conversion rights into or of options to subscribe for equity capital shall be prohibited or restricted within specified limits;
      (e) if the issuer makes or gives to its shareholders any offer or right in relation to securities of the issuer or any other issuer (other than in relation to shares, issued in lieu of dividend) then the Issuer must at the same time make or give to the holders of the convertible debt securities the like offer or right on the appropriate basis having regard to their conversion rights;
      (f) in the event of voluntary liquidation (except for the purpose of reconstruction or amalgamation on terms previously approved by the trustees or by an extraordinary resolution of the holders) the holders of the convertible debt securities must, for a limited period, have rights equivalent to conversion;
      (g) the issuer shall maintain at all time sufficient unissued capital to cover all outstanding conversion rights;
      (h) where provision is made enabling the issuer at its option to repay or convert the debt security if a specified proportion of the debt security has been converted, such right shall apply to the whole of the debt security outstanding and shall only be exercisable if notice of intention of such exercise is given within one month after the expiry of those conversion rights which were at the holders' option;
      (i) all necessary allotments of shares consequent upon a conversion must be effected not later than 14 days after the last date for lodging notices of conversion; and
      (j) the following must be prohibited or restricted in the terms of issue (unless sanctioned by an extraordinary resolution passed at a separate class meeting of the holders of the securities):
      (i) any purchase by the company of its own shares; and
      (ii) the creation or issue of any new class of equity share capital;
      (2) That holders of the debt security must be given not less than four nor more than six weeks' notice in writing prior to the end of each conversion period reminding them of the conversion right then arising or current and stating the relative basis of conversion (after taking into account any required adjustments).
      (3) That the designation of any convertible debt security must include the word "convertible" until the expiration of conversion rights, whereupon that word must cease to form part of the designation.

      As regards Meetings and Voting Rights

      3.
      (1) That not less than twenty-one days' notice must be given of a meeting for the purpose of passing an extraordinary resolution.
      (2) That a meeting of holders of the debt securities must be called on a requisition in writing signed by holders of at least one-tenth of the nominal amount of the debt securities for the time being outstanding.
      (3) That the quorum for a meeting (other than an adjourned meeting) for the purpose of passing an extraordinary resolution shall be the holders of a clear majority of the outstanding principal amount of the debt securities.
      (4) That the necessary majority for passing an extraordinary resolution shall be not less than three-fourths of the persons voting thereat on a show of hands and if a poll is demanded then not less than three quarters of the votes given on such a poll.
      (5) That on a poll, each holder of debt securities must be entitled to at least one vote in respect of each of those amounts held by him which represents the lowest denomination in which such debt securities can be transferred.
      (6) That a proxy need not be a holder of the debt securities.

      As regards Transfer

      4. That transfers and other documents relating to or affecting the title to any debt securities shall be registered and where any fee or fees is/are charged, such fee or fees shall not exceed the maximum fees prescribed by the Exchange from time to time in the Exchange Listing Rules.

      As regards Definitive Certificates

      5.
      (1) That the fee for a new certificate issued to replace one that has been worn out, lost or destroyed shall not exceed the maximum fee prescribed by the Exchange from time to time in the Exchange Listing Rules and that where a holder of securities other than bearer securities has sold part of his holding, he must be entitled to a certificate for the balance without charge.
      (2) That on any partial repayment of the amount due on the debt security, unless a new document is issued, a note of such payment shall be enfaced (not endorsed) on the document.

      As regards Security

      6.
      (1) Debt securities which constitute an unsecured liability must be designated as "Unsecured".
      (2) That the designation in a trust deed of debt securities must not include the word "Mortgage" unless they are fully secured by a specific mortgage or charge.

      As regards unclaimed interest

      7. Where power is taken in the trust deed to forfeit unclaimed interest, that power must not be exercisable until six years or more after the due date of payment of the interest to be forfeited.

      Register

      8. The closing of the register must be discretionary.

      Amendments

      9. A circular to holders of debt securities in connection with proposed amendments to a trust deed must:
      (a) include an explanation of the effect of the proposed amendments;
      (b) include either the full terms of the proposed amendments, or a statement that they will be available for inspection:
      (i) from the date of the despatch of the circular until the close of the relevant general meeting at a place in or near Hong Kong or such other place as the Exchange may determine; and
      (ii) at the place of the general meeting for at least 15 minutes prior to and during the meeting; and
      (c) comply with other applicable requirements.

    • Appendix 5 Forms Relating to Applications for Listing

      • Form A1 Listing Application Form (For Equity Securities and Debt Securities)

        Form A1

        (To be typed or copied under the letter-head of the sponsor, who is arranging for the application to be submitted)

        To: The Head of the Listing Division,
        The Listing Division,
        The Stock Exchange of Hong Kong Limited.

        Date: . . . . . . . . . 20 . . . .

        Dear Sir,

        Re: ................................................. (Name of the issuer which is the subject of the listing application)

        We [ ........................................... [Limited] hereby apply]/[are instructed by ..................................... [Limited] to make an application] for the listing of and for permission to deal in the securities referred to in paragraph 5(b) below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled "Rules Governing the Listing of Securities" (the "Listing Rules"). An issuer which is not a company or an issuer whose shares are to be represented by depositary receipts should adapt this form as necessary to change references that apply only to companies or issuers of depositary receipts.

        Particulars of the proposed listing are:—

        1. Proposed timetable for the listing (please specify dates) (Note 1):
        (A) first draft of listing document available for Exchange: ..........................
        (B) Exchange hearing: .....................................................
        (C) bulk print date: .......................................................
        (D) listing document date (Note 1(4)): ........................................
        (E) application lists close: ..................................................
        (F) announcement of results: ...............................................
        (G) refund cheques despatched: .............................................
        (H) documents of title despatched: ..........................................
        (I) dealings commence: ...................................................
        2. Place and date of incorporation or other establishment: ....................................................
        3. History and nature of business and, in the case of an investment company, a brief description of investment policy and objectives: .......................
        ......................................................
        ......................................................
        ......................................................
        ......................................................
        ......................................................
        4. List of proposed directors:

        (in English) (in Chinese)
        . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . .
        5. Details of share capital
        (a) Authorised share capital of [currency] [amount] divided into:

        Class Number Par value
        per share
        Total
        nominal value
          (A) (B)
        [currency]
        (C) = (A) x (B)
        [currency]
        Total ___________

        ___________
        (b) The type(s) and number of securities for which application is now made, being the issued (and paid up) share capital, inclusive of proposed issue, of [currency] [amount] divided into:

          Class Number Par value
        per share
        Total
        nominal value
            (A) (B)
        [currency]
        (C) = (A) x (B)
        [currency]
        In issue before the offer        
        Proposed to be issued pursuant to the offer (tentative)        
        •   maximum (if applicable)        
        •   minimum (if applicable)        
        Total ___________

        ___________
        6.
        (a) Estimated size of offer (tentative):

        Number of securities
        Class of securities Sale shares
        (if applicable)
        (A)
        New issue
        (if applicable)
        (B)
        Total Offered
        (C) = (A) + (B)
        Proposed offer price
        (D)
        [currency]
        Estimated
        size of offer
        (E) = (C) x (D)
        [currency]
        Total ___________

        ___________
        ___________

        ___________
        (b) Particulars of proposed listing method of the securities referred to in paragraph 5(b) above (tentative):

        Number of securities
        Class of securities Proposed listing method
        (Note 2)
        Sale share
        (if applicable)
        (A)
        New issue
        (if applicable)
        (B)
        Total
        (C) = (A) + (B)
        Proposed
        offer price
        (D)
        [currency]
        Estimated
        market value
        (E) = (C) x (D)
        [currency]
        Total ___________

        ___________
        ___________

        ___________
        7.
        (A) Estimated market value (equity)/total capitalisation (debt) of issuer: ........
        (B) Estimated market capitalisation (equity)/nominal amount (debt) of securities for which listing is sought (Note 2): ..........
        8. The securities for which application is now made
        (a) are/are not identical in all respects (Note 3)
        . . . . . . . . . . . . .
        . . . . . . . . . . . . .
        (b) are/are not identical in all respects with an existing class of security (Note 3)
        . . . . . . . . . . . . .
        . . . . . . . . . . . . .

        (If the securities are not identical now, but will become so in the future, a statement as to when they will become identical must be added to (a) or (b) above.)
        (c) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s)
        . . . . . . . . . . . . .
        (d) have been in the previous six months, are or will be the subject of an application for listing on the following stock exchange(s)
        . . . . . . . . . . . . .

        (Delete as appropriate)
        9. Revenue and profit attributable to equity shareholders for the three preceding years (Note 4):

        Year ending ...............
        Revenue Profit
        1st Year: ......................................... ...................................................
        2nd Year: ......................................... ...................................................
        3rd Year: ......................................... ...................................................
        10. * So far as is known, or can be ascertained after reasonable enquiry, by the directors of the issuer, the undermentioned is/are substantial shareholder(s) of the company or of its holding company (Note 6):—

        Name Address Company Extent of holding and which company


        The following are particulars of the qualifications, if any, and experience of the directors, chief executive and secretary of the issuer (Note 6):

        . . . . . . . . . . . . . . . . . . . . . . . . . . .

        * This paragraph is not applicable in the case of capitalisation issues.
        11. The proceeds (if any) of the issue or sale of the securities for which application is now made, or the portion thereof to be received by the issuer, are intended to be used by the issuer for the following purpose(s):—

        . . . . . . . . . . . . . . . . . . . . . . . . .
        12. The following are the qualifications of the undermentioned person(s) whose opinion(s) as (an) expert(s) is/are referred to in any document included in this application:—

        Name Qualifications Document
        13. [Repealed 1 October 2013]
        14. Details of renounceable document (where applicable):
        (1) type of document .......................................... (which must comply with Part A of Appendix 2 to the Listing Rules).
        (2) proposed date of issue .................................................
        (3) last day for splitting:
        (a) nil paid .........................................................
        (b) partly paid ......................................................
        (c) fully paid .......................................................
        (4) last day for renunciation ................................................
        (5) last day of dealing:
        (a) nil paid .........................................................
        (b) partly paid ......................................................
        15. If the securities or the underlying shares represented by depositary receipts for which listing is sought are partly paid:
        (1) proposed date of issue of the securities ....................................
        (2) proposed date(s) of payment of outstanding instalments ......................
        ...................................................................
        (3) last day for dealing in partly paid form .....................................
        16. Definitive certificates (in respect of the class of security/securities for which listing is sought) have already been issued for ................... stock/shares and will be ready on ........... for ........... stock/shares.
        17. In the case of an investment company, the names of the proposed custodian, management company and investment adviser, if any:
        . . . . . . . . . . . . . . . . . . .

        A cheque numbered ................ (cheque number) drawn on ........................ (bank) for $[ ] is enclosed being payment of the initial listing fee payable in advance. If there is any delay in the proposed timetable as set out above, or if there is any change in that timetable or in any of the other particulars without the approval of the Exchange or if the proposed application for listing is withdrawn, cancelled or rejected by the Exchange, the Issuer acknowledges the Exchange's right to forfeit this amount.

         

        Yours faithfully



        . . . . . . . . . . . . . . . . . . . . . . . . .
        Name:
        for and on behalf of
        [Sponsor's name]
        (Note 7)

        Issuer's Undertaking (for equity)

        We, ...................... (Name of the issuer which is the subject of the listing application), the issuer, hereby undertake:—

        (a) for so long as any of our securities are listed on the Main Board, to comply at all times with all of the requirements of the Exchange Listing Rules from time to time in force;
        (b) to advise the Exchange if any change of circumstance arises prior to the hearing date of the application by the Listing Committee that would render any information contained in this application form or the draft listing document submitted herewith misleading in any material respect;
        (c) to lodge with the Exchange, before dealings in the securities commence, the declaration (Form F of Appendix 5) required by rule 9.11(37) of the Exchange Listing Rules;
        (d) to lodge with the Exchange the documents as required by rules 9.11(34) to 9.11(38) of the Exchange Listing Rules as appropriate in due course, in particular, to procure each director, proposed director, supervisor and proposed supervisor (in the case of a PRC issuer) to lodge with the Exchange as soon as practicable after the listing document is published a duly signed declaration and undertaking in the form set out in Form B/H/I in Appendix 5; and
        (e) to comply with the requirements of the procedures and format for publication and communication published by the Exchange from time to time.

        Please attach a certified extract from the board minutes of the issuer authorising the submission of this form and approving the undertaking set out herein.

        Issuer's Undertaking (for depositary receipts)

        We ...................... (Name of the issuer which is the subject of the listing application), the issuer, hereby undertake:—

        (a) for so long as any of the depositary receipts representing our shares are listed on the Main Board, to comply at all times with all of the requirements of the Exchange Listing Rules from time to time in force;
        (b) to advise the Exchange if any change of circumstance arises prior to the hearing date of the application by the Listing Committee that would render any information contained in this application form or the draft listing document submitted herewith misleading in any material;
        (c) to lodge with the Exchange, before dealings in the depositary receipts commence, the declaration (Form F of Appendix 5) required by rule 9.11(37) of the Exchange Listing Rules;
        (d) to lodge with the Exchange the documents as required by rules 9.11(34) to 9.11(38) of the Exchange Listing Rules as appropriate in due course, in particular, in the case of a new applicant, to procure each director, proposed director, supervisor and proposed supervisor (in the case of a PRC issuer) to lodge with the Exchange as soon as practicable after the listing document is published a duly signed declaration and undertaking in the form set out in Form B/H/I in Appendix 5; and
        (e) to comply with the requirements of the procedures and format for publication and communication published by the Exchange from time to time.

        Please attach a certified extract from the board minutes of the issuer authorising the submission of this form and approving the undertaking set out herein.

        Issuer's authorisation for filing with the Commission

        We are required to file copies of our application with the Securities and Futures Commission ("SFC") under section 5(1) of the Securities and Futures (Stock Market Listing) Rules ("Rules"). Pursuant to section 5(2) of the Rules, we hereby authorise the Exchange to file all such materials with the SFC on our behalf as and when we file them with the Exchange.

        If our securities become listed on the Exchange, we will be required to file copies of certain announcements, statements, circulars, or other documents made or issued by us or on our behalf to the public or to holders of our securities with the SFC under sections 7(1) and (2) of the Rules. Pursuant to section 7(3) of the Rules, we hereby authorise the Exchange to file all such documents with the SFC on our behalf as and when we file them with the Exchange.

        All documents aforementioned shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe.

        In this letter, "application" has the meaning ascribed to it under section 2 of the Rules.

        The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, we undertake to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.

        Yours faithfully

        . . . . . . . . . . . . .
        Director for and on
        Behalf of [insert name
        of applicant] as authorised
        by resolution of the board
        of directors dated
        [insert date]

        NOTES

        Note 1: All applicants should note that:—

        (1) this listing application form must be submitted to the Exchange 14 clear days (for debt) prior to the date on which the listing document is to be bulk printed;
        (2) the applicant is not guaranteed an exclusive timetable. In other words the applicant's timetable may coincide with or overlap another issuer's timetable;
        (3) the applicant will be informed of the estimated size of issue and the current date on which it is proposed that the application lists will close of every other issuer whose timetable will coincide with or overlap the applicant's proposed timetable;
        (4) future applicants whose proposed timetable coincides with or overlaps the applicant's timetable will be informed of the estimated size of issue and current date on which it is proposed that the application lists will close of the applicant as disclosed in this form (all other details will be retained in strict confidence);
        (5) applicants will normally only be permitted to delay their timetable as the result of circumstances which were not anticipated at the time of submission of the listing application form, on a maximum of three occasions and, if such delays are made before the submission of a draft listing document, for a maximum of twelve months on each occasion. After the draft listing document has been submitted to the Exchange the three delays must not exceed six months, in total;
        (6) if there is any change in the applicant's proposed timetable without the approval of the Exchange, or if the listing application is withdrawn, cancelled or rejected then the deposit paid will be forfeited by the Exchange; and
        (7) the submission of a listing application form shall be deemed to confer authority upon the Exchange to notify to:—
        (a) any subsequent applicants whose proposed timetable coincides or overlaps with the applicants, the estimated size of the applicants' issue and the current date on which it is proposed that the application lists will close; and
        (b) the Securities and Futures Commission and the Hong Kong Monetary Authority, the details of the application.

        Note 2: Give particulars of the proposed method of listing of the securities, i e., whether by offer for subscription, offer for sale, placing, introduction, rights issue, open offer, capitalisation issue, consideration issue, exchange, substitution, conversion, exercise of option or warrant, subscription under an option scheme or otherwise. In the case of an introduction, this application must state the names and holdings (if known) of the ten largest beneficial holders of the securities, the total number of holders and particulars of the holdings of the directors and their families.

        Note 3: "Identical" means in this context:—

        (1) the securities are of the same nominal value with the same amount called up or paid up;
        (2) they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
        (3) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

        Note 4: This section need not be completed by a bank.

        Note 5: If insufficient space is provided for completion of any paragraph, additional information may be entered on a separate sheet of paper, duly signed and attached.

        Note 6: These paragraphs apply only to companies and:—

        "chief executive" means a person who either alone or together with one or more other persons is or will be responsible under the immediate authority of the board of directors for the conduct of the business of the issuer.
        "substantial shareholder" means a person entitled to exercise, or control the exercise of, ten per cent. or more of the voting power at any general meeting of the issuer.

        Note 7: To the extent that this form is required to be signed on behalf of the sponsor, the Exchange expects that it would be signed by the Principal(s) who act(s) as the supervisor(s) of the Transaction Team (as defined in the SFC Sponsor Provisions) undertaking the listing assignment. However, notwithstanding who signs this form on behalf of the sponsor, the Management (as defined in the SFC Sponsor Provisions) of the sponsor will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality assurance in respect of that work. The Exchange reminds sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including but not limited to those obligations under the SFC Sponsor Provisions.

        IMPORTANT

        Note 8: In order to maintain an orderly new issues market the Exchange reserves the right to refuse a listing application if there are too many existing applications in the relevant period.

      • Form A2 Listing Application Form (For Collective Investment Schemes)

        Form A2

        (To be typed under the letter-head of the agent of the CIS listing applicant who is arranging for the application to be submitted)

        To: The Head of the Listing Division,
        The Listing Division,
        The Stock Exchange of Hong Kong Limited

        . . . . . . . . . . . . . 20 . . . .

        Dear Sir,

        Re:.................................................(Name of collective investment scheme which is the subject of the listing application)

        We are instructed by the issuer named above, which is a collective investment scheme which has been/has applied to be authorised by the Securities and Futures Commission ("SFC") pursuant to Section 104 of the Securities and Futures Ordinance ("Collective Investment Scheme"), to make an application for listing of and permission to deal in a number of interests of the issuer.

        Particulars of the proposed listing are:—

        1. Name of Collective Investment Scheme:

        (in English) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

        (in Chinese). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        2. Place and date of incorporation/governing law and date of original trust deed:

        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        3. Brief description of investment policy and objectives: ..............................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................
        4. Names of Directors, Trustee, Custodian, CIS Operator, Investment Adviser, Hong Kong Representative and any other parties involved or interested in the management or promotion of the Collective Investment Scheme:

        (in English)

        . . . . . . . . . . . . . . . . .

        . . . . . . . . . . . . . . . . .

        . . . . . . . . . . . . . . . . .

        . . . . . . . . . . . . . . . . .

        . . . . . . . . . . . . . . . . .

        . . . . . . . . . . . . . . . . .

        . . . . . . . . . . . . . . . . .
        (in Chinese)

        . . . . . . . . . . . . . . . . .

        . . . . . . . . . . . . . . . . .

        . . . . . . . . . . . . . . . . .

        . . . . . . . . . . . . . . . . .

        . . . . . . . . . . . . . . . . .

        . . . . . . . . . . . . . . . . .

        . . . . . . . . . . . . . . . . .


        The following are particulars of the qualifications and experience of the directors of the CIS Operator and (where applicable) the Collective Investment Scheme, the investment adviser, persons who are/will be responsible for investment management and investment advisory services in relation to the Collective Investment Scheme's portfolio and person(s) whose opinion(s) as (an) expert(s) is/are referred to in any document included in this application.

        .........................................................................

        .........................................................................

        .........................................................................
        5. Type of security for which listing is sought:
        (a) are identical in all respects/are divided into the following classes:

        ....................................................................

        ....................................................................

        (Note 1)
        (b) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s):

        ....................................................................

        ...................................................................
        (c) have been in the previous six months, are or will be the subject of an application for listing on the following stock exchange(s):

        ....................................................................

        ....................................................................
        6. Estimated size of initial offer (where the Collective Investment Scheme is newly formed):

        ..........................................................................
        7. Net asset value and profit after tax since incorporation/formation or, if shorter, for the three preceding years (if applicable):

        Net Asset Value as at Year Ended .......... Profit
        1st Year: ......................................... ...................................................
        2nd Year: ......................................... ...................................................
        3rd Year: ......................................... ...................................................
        8. Proposed timetable for the listing (please specify dates) (Note 2):
        (A) first draft of listing document available for Exchange:

        .....................................................................
        (B) Exchange clearance: ...................................................
        (C) bulk print date: ........................................................
        (D) listing document date: ..................................................
        (E) dealings commence: ...................................................
        A cheque numbered .................... (cheque number) drawn on .................................................... (bank) for $[ ] is enclosed being payment of the initial listing fee payable in advance. If there is any delay in the proposed timetable as set out above, or if there is any change in that timetable or in any of the other particulars without the approval of the Exchange, we acknowledge your right to forfeit this amount.

        We shall keep the Exchange informed of the progress of this case at the earliest opportunity.

        We hereby authorise you to disclose to the SFC, the Hong Kong Monetary Authority and the Hong Kong Government, the estimated size and timetable of the issue.
         

        Yours faithfully



        ...................................
        Name:
        for and on behalf of
        [CIS listing applicant]

        CIS listing applicant and CIS Operator's Undertaking

        We declare that:—

        (1) the SFC has confirmed that it has no further comments on the CIS Disclosure Document and that such confirmation is currently in force and that we know of no reasons why such confirmation may be withdrawn;
        (2) the Collective Investment Scheme complies and will comply with the SFC's authorisation conditions for the CIS and any codes and guidelines issued by the SFC in relation to Collective Investment Schemes in so far as they apply;
        (3) all information required to be included in the CIS Disclosure Document/listing document, where applicable, pursuant to Section 104 of the Securities and Futures Ordinance and the applicable codes enacted under the Ordinance, and by the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules and any other applicable legislation has been included therein or, if the final version has not yet been submitted (or reviewed), will be included therein before it is so submitted; and
        (4) there are no other facts bearing on the Collective Investment Scheme's application for listing of and permission to deal in such securities which, in our opinion, should be disclosed to The Stock Exchange of Hong Kong Limited.

        We undertake to comply with the provisions of the codes and guidelines issued by the SFC from time to time that are applicable to the authorisation of the Collective Investment Schemes and with the Listing Rules from time to time of The Stock Exchange of Hong Kong Limited so far as applicable to the Collective Investment Scheme.

        CIS listing applicant and CIS Operator's authorisation for filing with the SFC

        We are required to file copies of our application with the SFC under section 5(1) of the Securities and Futures (Stock Market Listing) Rules ("Rules"). Pursuant to section 5(2) of the Rules, we hereby authorise the Exchange to file all such materials with the SFC on our behalf as and when we file them with the Exchange.

        If our securities become listed on the Exchange, we will be required to file copies of certain announcements, statements, circulars, or other documents made or issued by us or on our behalf to the public or to holders of our securities with the SFC under sections 7(1) and (2) of the Rules. Pursuant to section 7(3) of the Rules, we hereby authorise the Exchange to file all such documents with the SFC on our behalf as and when we file them with the Exchange.

        All documents aforementioned shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe.

        In this letter, "application" has the meaning ascribed to it under section 2 of the Rules.

        The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, we undertake to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.

         

        Yours faithfully
        (Note 3)



        ...................................
        For and on behalf of
        [CIS listing applicant and the CIS Operator]

        NOTES

        Note 1: "Identical" means in this context:—

        (1) the securities are of the same nominal value with the same amount called up or paid up; and
        (2) they carry the same right as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

        Note 2: All applicants should note that:—

        (1) [Repealed 10 November 2014]
        (2) the applicant is not guaranteed an exclusive timetable. In other words the applicant's timetable may coincide with or overlap another issuer's timetable;
        (3) applicants will normally only be permitted to delay their timetable as the result of circumstances which were not anticipated at the time of submission of the listing application form, on a maximum of three occasions and, if such delays are made before the submission of a draft listing document, for a maximum of twelve months on each occasion. After the draft listing document has been submitted to the Exchange the three delays must not exceed six months, in total;
        (4) if there is any change in the applicant's proposed timetable without the approval of the Exchange, or if the listing application is withdrawn, cancelled or rejected then the deposit paid will be forfeited by the Exchange; and
        (5) the submission of a listing application form shall be deemed to confer authority upon the Exchange to notify to:—
        (a) any subsequent applicants whose proposed timetable coincides or overlaps with the applicants, the estimated size of the applicant's issue and the current date on which it is proposed that the application lists will close; and
        (b) the SFC, the Hong Kong Monetary Authority and the Hong Kong Government, the details of the application.

        Note 3: This form must be signed by a duly authorised officer of the governing body or board of directors (or its functional equivalent) of the Collective Investment Scheme (as the case may be) and by a duly authorised officer for and on behalf of the CIS Operator.

        Note 4: If insufficient space is provided for completion of any paragraph, additional information may be entered on a separate sheet of paper, duly signed and attached.

        IMPORTANT

        Note 5: In order to maintain an orderly new issues market the Exchange reserves the right to refuse a listing application if there are too many existing applications in the relevant period.

      • Form B Declaration and Undertaking with regard to Directors

        Appendix 5
        附錄五

        Declaration and Undertaking with regard to Directors
        董事的聲明及承諾

        Form B
        B表格

        Part 1
        第一部分

        Declaration
        聲明

        1. State:—
        請填報:

          in English
        英文
        in Chinese
        中文
        (a) present surname and any former surname(s)*
              現時姓氏及任何前度姓氏*
        ..................... .....................
        (b) alias, if any *
              別名,如有*
        ..................... .....................
        (c) present forename(s) and any former forename(s) *
              現時名字及任何前度名字*
        ..................... .....................
        (d) date of birth
              出生日期
        ..................... .....................
        (e) residential address
              住址
        ..................... .....................
        (f) nationality and former nationality, if any
              國籍及前度國籍,如有
        ..................... .....................
        (g)
        (i) Hong Kong ID card number
        香港身份證號碼
        (ii) in the case of a non-Hong Kong ID cardholder, passport number or any identification document number and name of issuing authority
        如為非香港身份證持有人,請列明護照號碼或任何身份識別文件號碼,以及簽發機構名稱
         


        .....................


        .....................
         


        .....................


        .....................
        (h) name of issuer (i.e. the new applicant/listed issuer)
              發行人(新申請人╱上市發行人)名稱
        ..................... .....................


        * As set out in the Hong Kong ID card, or any relevant identification document referred to in 1(g) above.
        * 香港身份證或上文1(g)所述的任何有關身份識別文件上所示者。
        2. The relevant document that sets out my personal details in the manner described in paragraph 41(1) of Appendix 1A or rule 13.51(2), as the case may be, of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force (the "Listing Rules" ) is:
        按不時生效的《香港聯合交易所有限公司證券上市規則》(《上市規則》)附錄一A第41(1)段或第13.51(2)條所述方式(視屬何情況而定)載有本人的個人資料的有關文件為:

        (Tick as appropriate)
        (請在適當方格內加上√ 號)

        In the case of new applicant:
        如屬新申請人:

        the listing document dated ........................... which has been duly registered with the Companies Registry.
        日期為............... 年...............月...............日並已正式在公司註冊處登記的上市文件。


        In the case of listed issuer:
        如屬上市發行人:

        the announcement dated ........................... by the issuer as required under Listing Rule 13.51(2) with regard to my appointment as a director of the issuer.
        發行人按《上市規則》第13.51(2)條的規定,就委任本人為發行人董事的公告。公告日期為........... 年...........月...........日。

        Part 2
        第二部分

        UNDERTAKING
        承諾

        The particulars referred to in this Part 2 are:-
        此第二部分所述的資料為:

        (a) in the exercise of my powers and duties as a director of ...................................... (Insert the name of the issuer) I, the undersigned, shall:-
        在行使......................................(填入發行人名字)董事的權力及職責時,本人(簽署人)須:
        (i) comply to the best of my ability with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force (the "Listing Rules" );
        盡力遵守不時生效的《香港聯合交易所有限公司證券上巿規則》(《上巿規則》);
        (ii) use my best endeavours to procure that the issuer and, in the case of depositary receipts, the depositary, shall so comply; and
        盡力促使發行人及(如屬預託證券)存管人遵守《上巿規則》;及
        (iii) use my best endeavours to procure that any alternate of mine shall so comply;
        盡力促使本人的任何替任人遵守《上巿規則》;
        (b) I shall, in the exercise of my powers and duties as a director of the issuer, comply to the best of my ability with Parts XIVA and XV of the Securities and Futures Ordinance, the Code on Takeovers and Mergers, the Code on Share Buy-backs and all other securities laws and regulations from time to time in force in Hong Kong, and I shall use my best endeavours to procure that the issuer shall so comply;
        本人在行使發行人董事的權力及職責時,將盡力遵守《證券及期貨條例》第XIVA及XV部、《公司收購及合併守則》、《公司股份回購守則》及香港所有其他不時生效的有關證券的法例及規例,本人並會盡力促使發行人遵守上述各項;
        (c) I shall:
        本人將:
        (i) provide to the Exchange as soon as possible, or otherwise in accordance with time limits imposed by the Exchange:
        盡快或根據本交易所設定的時限向本交易所提供以下資料及文件:
        (1) any information and documents that the Exchange reasonably considers appropriate to protect investors or ensure the smooth operation of the market; and
        本交易所合理地認為可保障投資者或確保市場運作暢順的任何資料及文件;及
        (2) any other information and documents or explanation that the Exchange may reasonably require for the purpose of verifying compliance with the Listing Rules; and
        本交易所可為核實是否有遵守《上市規則》事宜而合理地要求的任何其他資料及文件或解釋;及
        (ii) cooperate in any investigation conducted by the Listing Division and/or the Listing Committee of The Stock Exchange of Hong Kong Limited, including answering promptly and openly any questions addressed to me, promptly producing the originals or copies of any relevant documents and attending before any meeting or hearing at which I am requested to appear;
        在香港聯合交易所有限公司上巿科及╱或上巿委員會所進行的任何調查中給予合作,包括及時及坦白地答覆向本人提出的任何問題,及時地提供任何有關文件的正本或副本,並出席本人被要求出席的任何會議或聽證會;
        (d) I hereby irrevocably appoint the issuer as my agent, for so long as I remain a director of the issuer, for receiving on my behalf any correspondence from and/or service of notices and other documents by The Stock Exchange of Hong Kong Limited;
        本人茲不可撤回地委任發行人為本人的代理人,在本人留任發行人董事期間,代表本人接收香港聯合交易所有限公司發出的任何書信及 / 或送達的通知書及其他文件;
        (e) I shall, for so long as I remain a director of the issuer and for a further period of 3 years from the date on which I cease to be a director of the issuer, inform The Stock Exchange of Hong Kong Limited, by notice in writing to the Head of the Listing Division, of any change to my contact address for correspondence from and service of notices and other documents by The Stock Exchange of Hong Kong Limited as soon as reasonably practicable and in any event within 28 days of such change. I acknowledge and agree that a document or notice, for whatever purposes, including but not limited to the service of notice of disciplinary proceedings, shall be deemed to have been validly and adequately served on me by The Stock Exchange of Hong Kong Limited when the document or notice is served personally on me or is sent by post or facsimile to the address I provide to The Stock Exchange of Hong Kong Limited. I agree and acknowledge that I am responsible for keeping The Stock Exchange of Hong Kong Limited informed of my up-to-date contact address. I acknowledge that, if I fail to provide The Stock Exchange of Hong Kong Limited with my up-to-date contact address or arrange for notices, documents or correspondence to be forwarded to me, I may not be alerted to any proceedings commenced against me by The Stock Exchange of Hong Kong Limited; and
        在本人出任發行人董事期間以至辭去發行人董事職務之日起計三年內,若本人用以接收香港聯合交易所有限公司發出的書信、送達的通知書及其他文件的聯絡地址有任何變動,本人將會在合理可行的情況下盡快及在任何情況下於有關變動出現後28日內,向上市科主管發出書面通知,知會香港聯合交易所有限公司有關變動。本人確認及同意,若有任何文件或通知(不論其目的,包括(但不限於)送達紀律程序的通知)以面交本人的方式,或以郵寄或傳真的方式送達本人向香港聯合交易所有限公司提供的地址,該文件或通知即被視為香港聯合交易所有限公司已有效及充分地送達本人。本人同意及確認,本人有責任向香港聯合交易所有限公司提供本人最新的聯絡地址。本人確認,若本人未能向香港聯合交易所有限公司提供本人最新的聯絡地址,或未有為送呈本人的通知、文件或書信提供轉送安排,本人可能會不知悉香港聯合交易所有限公司向本人展開的任何程序;及
        (f) I hereby give my authority to the Head of the Listing Division of The Stock Exchange of Hong Kong Limited, or to any person authorised by him, to disclose any of the foregoing particulars given by me to members of the Listing Committee and, with the approval of the Chairman or a Deputy Chairman of The Stock Exchange of Hong Kong Limited, to such other persons, as the said Head of the Listing Division may from time to time think fit.
        本人茲授權香港聯合交易所有限公司上巿科主管、或其授權的任何人士,將本人提供的上述資料向上巿委員會委員披露;並在香港聯合交易所有限公司主席或一位副主席批准的情況下,向上巿科主管不時認為適當的其他人士披露。

        I, .................................................................. [Insert Chinese name, if any]:
        本人..................................................................[請填上中文姓名(如 有)]:
        (i) solemnly and sincerely declare that all particulars about me that appear in Part 1(1) of this Form B and in the document referred to in Part 1(2) of this Form B are true, complete and accurate, that I accept responsibility for the truthfulness, accuracy and completeness of the foregoing particulars, that I have not made any statements or omissions which would render such particulars untrue or misleading, that I understand the possible consequences of giving information which is false or misleading in a material particular including those as set forth in Note (1) hereto, and that I understand that The Stock Exchange of Hong Kong Limited may rely upon the foregoing particulars in assessing my suitability to act as a director of the issuer; and
        謹以至誠鄭重聲明,在本B表格第一部分(1)及本B表格第一部分(2)所述文件所示有關本人的所有詳細資料均為真實、完整及準確,且本人對上述資料的真實性、準確性及完整性承擔責任,而本人亦無作出任何聲明或遺漏,致使有關資料不真實或具誤導性,本人亦明白在要項上提供虛假或具誤導性的資料可能引致的後果(包括本表格附註1所載內容);本人並明白,香港聯合交易所有限公司或會倚賴上述資料來評估本人是否適合出任發行人董事;及
        (ii) undertake with The Stock Exchange of Hong Kong Limited in the terms set out in Part 2 of this Form B.
        按本B表格第二部分所載的條款向香港聯合交易所有限公司作出承諾。

        Signature 簽署: .................................

        Name of director
        董事姓名: .................................

        Hong Kong ID Card Number*
        香港身份證號碼*: .................................

        Dated 日期: .................................

        Certified as the true signature of
        由以下人士證明上述簽署為.................................
        的真實簽署

        By: .................................

        Signature
        (Secretary/Director)
        簽署(秘書╱董事): .................................

        Name
        (Secretary/Director)
        姓名(秘書╱董事): .................................

        * In the case of a non-Hong Kong ID cardholder, state the passport number or any identification document number and name of issuing authority.
        如為非香港身份證持有人,請列明護照號碼或任何身份識別文件號碼,以及簽發機構名稱。

        Part 3
        第三部分

        (A) If the issuer is a new applicant, the following sponsor's certification must be completed:-
        如發行人為新申請人,下列的保薦人證明亦須填報:

        SPONSOR'S CERTIFICATION
        保薦人證明

        We,....................................... , are the sponsor for the issuer appointed on [Date] for the purpose referred to in Listing Rule 3A.02 and have offices located at ....................................... We hereby certify that we have read the particulars provided by ................................. [Insert name of director] in and any document referred to in Part 1 (1) and (2) of this Form B and we are not aware of any information that would lead a reasonable person to inquire further concerning the truthfulness, completeness or accuracy of any of the particulars so provided.
        我們.......................................,乃在〔日期〕為《上巿規則》第3A.02條所提及的目的而委任的發行人的保薦人,辦事處設於.......................................。我們茲證明,我們已閱讀.................................〔填入董事的姓名〕在B表格第一部份(1)及(2)所作及所述任何文件內作出的回答,我們並不知悉任何資料,足以使一名合理的人士,就如此填報的資料的真實性、完整性及準確性作進一步的查詢。

        Executed this .................. day of .................., 20 .................., in ..................
        本證明於20..................年..................月..................日在..................簽立。

        (Signed 簽署) ....................................
        (B) The following solicitor's certification must be completed whenever this Form B is required to be lodged with The Stock Exchange of Hong Kong Limited:-
        按規定須向香港聯合交易所有限公司呈報本B表格的,均須填報下列律師證明:

        SOLICITOR'S CERTIFICATION
        律師證明

        We, ................................., are a firm of solicitors qualified to advise on Hong Kong law with offices located at ............................................................................. We hereby certify that we have explained all applicable requirements and procedures for completing and executing this Form B and the documents referred to in this Form B, and the possible consequences of making any false declaration or giving false information, to ....................................... [Insert name of director]. Further, we hereby certify that.............................. [Insert name of director] has acknowledged to us that he/she understands the foregoing.
        我們,.................................,為一家有資格就香港法律提供意見的律師行,辦事處設於.................................。我們茲證明,我們已向.................................〔填入董事的姓名〕解釋填報及簽立本B表格及本B表格所指的文件的所有適用規定和程序,以及作出任何虛假聲明或提供虛假信息所可能引致的後果。此外,我們茲證明.................................〔填入董事的姓名〕已向我們承認其了解上述各項。

        Executed this .................. day of .................., 20 .................., in ..................
        本證明於20..................年..................月..................日在..................簽立。

        (Signed 簽署) ...................................

        Notes:
        附註:

        (1) The failure of any person required to lodge this Form B to complete Part 1 of this Form B truthfully, completely and accurately, or the failure to execute Part 2 of this Form B or to observe any of the undertakings made under that Part, constitutes a breach of the Listing Rules. In addition, every director of the issuer supplying information sought or referred to in this Form B, should note that such information constitutes information which is provided to the Exchange in purported compliance with a requirement to provide information under the "relevant provisions" (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance, Cap. 571) and is likely to be relied upon by the Exchange. In relation to this, you should be aware that giving to the Exchange any information which is false or misleading in a material particular will render the relevant person liable for prosecution for an offence under section 384 of the Securities and Futures Ordinance. If you have any queries you should consult the Exchange or your professional adviser immediately.
        按規定須呈交本B表格的任何人士,若未能真實、完整及準確地填妥本B表格第一部分,或未能簽立本B表格第二部分又或未能遵守該部分所作的任何承諾,均構成違反《上市規則》。此外,凡提供本B表格所要求或所述資料的發行人董事均應注意,該等資料構成本意是為遵守「有關條文」(定義見香港法例第571章《證券及期貨條例》附表1第1部)項下關於提供資料的規定而向本交易所提供的資料,本交易所或會依賴該等資料。就此, 閣下應注意,根據《證券及期貨條例》第384條,在要項上向本交易所提供虛假或具誤導性的資料,有關人士即屬犯法,會遭檢控。若 閣下有任何疑問,應立即諮詢本交易所或 閣下的專業顧問。
        (2) To the extent that this form is required to be signed by the sponsor, the Exchange expects that it would be signed by the Principal(s) who act(s) as the supervisor(s) of the Transaction Team (as defined in the SFC Sponsor Provisions) undertaking the listing assignment. However, notwithstanding who signs this form on behalf of the sponsor, the Management (as defined in the SFC Sponsor Provisions) of the sponsor will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality assurance in respect of that work. The Exchange reminds sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including but not limited to those obligations under the SFC Sponsor Provisions.
        只要此表格是規定須由保薦人簽署,本交易所認為,此表格須由承擔有關上市工作的交易小組(定義見「證監會保薦人條文」)的監督的主事人簽署。不過,無論是誰代表保薦人簽署此表格,保薦人的管理層(定義見「證監會保薦人條文」)須就保薦人公司工作的監督及質素保證負有最終責任。本交易所提醒保薦人:其有責任設立有效的內部系統及監控,並作出妥善的監督及監管;有關責任包括但不限於「證監會保薦人條文」所載的責任。
        (3) [Repealed 15 February 2018].

      • Form C1 Formal Application (For Equity Securities)

        Form C1

        If the application is required to be supported by a listing document, this form must be duly completed and lodged at least TEN CLEAR BUSINESS DAYS before the date on which the listed issuer proposes to bulk print the listing document. If the application is not required to be supported by a listing document, this form must be submitted at least FOUR CLEAR BUSINESS DAYS before the proposed date for issuing the securities.

        To: The Head of the Listing Division
        The Listing Division,
        The Stock Exchange of Hong Kong Limited,

        ............ 20 ....

        Dear Sir,

        1. We [ ............................................. [Limited] hereby apply]/[are instructed by ................................... [Limited] to make an application] for the listing of and for permission to deal in the securities referred to in paragraph 3 below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled "Rules Governing the Listing of Securities " (the "Listing Rules"). (Note 1)
        2. SHARE CAPITAL

        Authorised $
        Issued (and paid up)
        inclusive of present issue
        ................................in ..........................Stock/Shares of ................................
        ................................in ..........................Stock/Shares of ................................
        ................................in ..........................Stock/Shares of ................................
        ................................in ..........................Stock/Shares of ................................


        ___________________
        $
        ___________________



        ___________________
        $
        ___________________
        3. Amounts and descriptions of securities for which application is now made (include distinctive numbers if any)

        ..........................................................................

        ..........................................................................

        ..........................................................................
        4. The securities for which application is now made are proposed to be listed by way of .......
        ........................................................................
        (Note 2)
        5. The securities for which application is now made
        (a) are/are not identical in all respects

        ....................................................................

        ....................................................................
        (Note 3)
        (b) are/are not identical in all respects with an existing class of security

        .....................................................................

        .....................................................................
        (Note 3)

        (If the securities are not identical now, but will become so in the future, a statement as to when they will become identical must be added to (a) or (b) above.)
        (c) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s) .......................................................
        (d) have been in the previous six months, are or will be the subject of an application for listing on the following stock exchange(s) ....................................

        (Delete as appropriate)
        6. * So far as is known, or can be ascertained after reasonable enquiry, by the directors of the issuer, the undermentioned is/are substantial shareholder(s) of the company or of its holding company (Note 4):—

        Name Address Extent of holding and which company


        The following are particulars of the qualifications, if any, and experience of the directors, chief executive and secretary of the issuer (Note 4).

        ...............................................................................

        * This paragraph is not applicable in the case of capitalisation issues.

        The proceeds (if any) of the issue or sale of the securities for which application is now made, or the portion thereof to be received by the issuer, are intended to be used by the issuer for the following purpose(s) (Note 4):—

        ...............................................................................

        The following are the qualifications of the undermentioned person(s) whose opinion(s) as (an) expert(s) is/are referred to in any document included in this application (Note 4):—

        Name Qualifications Document
        7. We declare, to the best of our knowledge, information and belief, that:—
        (1) all the qualifications for listing set out in the relevant chapters of the Listing Rules have, insofar as applicable and required to be met or fulfilled prior to application, been met or fulfilled in relation to the issuer and the securities of the issuer referred to in paragraph 3 above;
        (2) all information required to be included in the listing document by virtue of the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules and the Code on Takeovers and Mergers has been included therein or, if the final version has not yet been submitted (or reviewed), will be included therein before it is so submitted;
        (3) all the requirements of the Securities and Futures (Stock Market Listing) Rules, insofar as applicable and required to be fulfilled at the time of application, have been fulfilled in relation to the issuer and the securities of the issuer referred to in paragraph 3 above; and
        (4) there are no other facts bearing on the issuer's application for listing of and permission to deal in such securities which, in our opinion, should be disclosed to The Stock Exchange of Hong Kong Limited.
        8. Details of renounceable document (where applicable):
        (1) type of document ........................................... (which must comply with Part A of Appendix 2 to the Listing Rules).
        (2) proposed date of issue ..................................................
        (3) last day for splitting:
        (a) nil paid ..........................................................
        (b) partly paid .......................................................
        (c) fully paid ........................................................
        (4) last day for renunciation
        (5) last day of dealing:
        (a) nil paid ..........................................................
        (b) partly paid .......................................................
        9. If the securities or the underlying shares represented by depositary receipts for which listing is sought are partly paid:
        (1) proposed date of issue of the securities .....................................
        (2) proposed date(s) of payment of outstanding instalments .......................

        .....................................................................
        (3) last day for dealing in partly paid form ......................................
        10. Definitive certificates (in respect of the class of security/securities for which listing is sought) have already been issued for .................................................. stock/shares and will be ready on ................... for ......................... stock/shares.
        11. ISSUER'S SOLE UNDERTAKING

        We, ........................ Limited, undertake to comply with the Listing Rules from time to time so far as applicable to the issuer.
         

        Yours faithfully,



        Signed ..................................
        Name:
        Director, Secretary or other
        duly authorised officer
        for and on behalf of

        [Issuer's Name]

        NOTES

        Note 1 Insert name of issuer of securities. If it is an overseas issuer, the place of incorporation or other establishment and the applicable law under which it is incorporated or otherwise established must be stated.

        Note 2 Give particulars of the proposed method of listing of the securities, i e., whether by offer for subscription, offer for sale, placing, introduction, rights issue, open offer, capitalisation issue, consideration issue, exchange, substitution, conversion, exercise of option or warrant, subscription under an option scheme or otherwise.

        Note 3 "Identical" means in this context:-

        (1) the securities are of the same nominal value with the same amount called up or paid up;
        (2) they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
        (3) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

        Note 4 These paragraphs apply only to companies and:-

        "chief executive" means a person who either alone or together with one or more other persons is or will be responsible under the immediate authority of the board of directors for the conduct of the business of the issuer.

        "substantial shareholder" means a person entitled to exercise, or control the exercise of, ten per cent. or more of the voting power at any general meeting of the issuer.

      • Form C2 Formal Application (For Debt Securities)

        Form C2

        This form must be lodged duly completed (by reference to the Notes), in the case of a new applicant, at least THREE CLEAR BUSINESS DAYS before the hearing of the application by the Exchange, and in every other case, at least TWO CLEAR BUSINESS DAYS before the date on which the listing document is to be bulk printed. An issuer which is not a company should adapt this form as necessary to change references that apply only to companies.

        To: The Head of the Listing Division,
        The Listing Division
        The Stock Exchange of Hong Kong Limited.

        ............ 19 ...

        Dear Sir,

        1. We ............................................. [Limited] hereby apply for the listing of and for permission to deal in the securities referred to in paragraph 3 below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled "Rules Governing the Listing of Securities" (the "Listing Rules"). (Note 1)
        2. SHARE CAPITAL

        Authorised $
        Issued (and paid up)
        inclusive of present issue
        ................................in ..........................Stock/Shares of ................................
        ................................in ..........................Stock/Shares of ................................
        ................................in ..........................Stock/Shares of ................................
        ................................in ..........................Stock/Shares of ................................


        ___________________
        $
        ___________________



        ___________________
        $
        ___________________


        (Note 2)

        All or part of the issued share capital is or is to be listed on the following stock exchange(s) ..........................................................................
        3. Amounts and descriptions of securities for which application is now made (include distinctive numbers if any)

        ....................................................................................................................................................

        ....................................................................................................................................................

        ....................................................................................................................................................
        4. The securities for which application is now made are proposed to be listed by way of

        ....................................................................................................................................................
        (Note 3)
        5. The securities for which application is now made
        (1) are/are not identical in all respects

        ....................................................................................................................................................

        ....................................................................................................................................................
        (Note 4)
        (2) are/are not identical in all respects with an existing class of security

        ....................................................................................................................................................

        ....................................................................................................................................................
        (Note 4)

        (If the securities are not identical now, but will become so in the future, a statement as to when they will become identical must be added to (a) or (b) above.)
        (3) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s)...................................................................................
        (4) have been in the previous six months, are or will be the subject of an application for listing on the following stock exchange(s).................................................

        (Delete as appropriate)
        6. So far as is known, or can be ascertained after reasonable enquiry, by the directors of the issuer, the undermentioned is/are a substantial shareholder(s) of the company or of its holding company (Note 5):—

        Name Address Extent of holding and which company






        The particulars of the qualifications, if any, and experience of the directors and secretary of the issuer (Note 6) are:







        ....................................................................................................................................................

        The proceeds (if any) of the issue or sale of the securities for which application is now made, or the portion of them to be received by the issuer, are intended to be used by the issuer for the following purpose(s)






        ....................................................................................................................................................

        The following qualifications of the undermentioned person(s) whose opinion(s) as (an) expert(s) is/are referred to in any document included in this application are:—

        Name Qualifications Document







        7. We declare, to the best of our knowledge, information and belief, that:—
        (1) all the qualifications for listing set out in the relevant chapters of the Listing Rules have, insofar as applicable and required to be met or fulfilled prior to application, been met or fulfilled in relation to the issuer and the securities of the issuer referred to in paragraph 3 above;
        (2) all information required to be included in the listing document by virtue of the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules and the Code on Takeovers and Mergers has been included therein or, if the final version has not yet been submitted (or reviewed), will be included therein before it is so submitted;
        (3) all the requirements of the Securities and Futures (Stock Market Listing) Rules, insofar as applicable and required to be fulfilled at the time of application, have been fulfilled in relation to the issuer and the securities of the issuer referred to in paragraph 3 above; and
        (4) there are no other facts bearing on the issuer's application for listing of and permission to deal in such securities which, in our opinion, should be disclosed to The Stock Exchange of Hong Kong Limited.
        8. If the securities for which listing is sought are partly paid:
        (1) proposed date of issue of the securities ..............................................................
        (2) proposed date(s) of payment of outstanding instalments ..............................................................

        ....................................................................................................................................................
        (3) last day for dealing in partly paid form ......................................
        9. Definitive certificates (in respect of the class of security/securities for which listing is sought) will be ready on [ ............. ]
        10. We undertake to lodge with you the documents as required by rule 24.14 of the Listing Rules in due course (Note 7), in particular, in the case of a new applicant, to procure each director/member of the issuer's governing body to lodge with you as soon as practicable after the listing document is published a duly signed declaration and undertaking in the form set out in Form B in Appendix 5. In the case of a listed issuer, the same declaration and undertaking must be submitted if specifically requested by the Exchange.
        11. ISSUER'S SOLE UNDERTAKING

        We, ...................... Limited, undertake to comply with the Listing Rules from time to time so far as they apply to the issuer.
        12 ISSUER'S AUTHORISATION FOR FILING WITH THE COMMISSION

        We are required to file copies of our application with the Securities and Futures Commission ("SFC") under section 5(1) of the Securities and Futures (Stock Market Listing) Rules ("Rules").

        Under section 5(2) of the Rules, we hereby authorise the Exchange to file all materials with the SFC on our behalf as and when we file them with the Exchange. If our securities become listed on the Exchange, we will be required to file copies of certain announcements, statements, circulars, or other documents made or issued by us or on our behalf to the public or to holders of our securities with the SFC under sections 7(1) and (2) of the Rules. Under section 7(3) of the Rules, we hereby authorise the Exchange to file all such documents with the SFC on our behalf as and when we file them with the Exchange.

        All documents shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe.

        In this letter, "application" has its meaning under section 2 of the Rules.

        This authorisation shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant the approval. In addition, we undertake to execute any documents in favour of the Exchange perfecting this authorisation that the Exchange may require.

        Yours faithfully,




        Signed ..................................
        Name:
        Director, Secretary or other
        duly authorised officer
        for and on behalf of

        [Issuer's Name]

        NOTES

        Note 1 Insert name of issuer of securities. If it is an overseas issuer, the place of incorporation or establishment and the law under which it is incorporated or established must be stated.

        Note 2 This paragraph does not apply to States, Supranationals, issues of debt securities which are or are to be uniform in all respects with debt securities of the issuer of a class already listed or debt issues to professional investors only.

        Note 3 Give particulars of the proposed method of listing of the securities, i.e., whether by offer for subscription, offer for sale, placing, exchange, substitution, conversion, exercise of option or warrant, or otherwise.

        Note 4 "Identical" means:—

        (1) the securities are of the same nominal value with the same amount called up or paid up;
        (2) they are entitled to interest at the same rate and for the same period, so that at the next ensuing distribution the interest payable per unit will amount to exactly the same sum (gross and net); and
        (3) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

        Note 5 This paragraph does not apply to States, Supranationals, State Corporations, or debt issues to professional investors only; and "substantial shareholder" means a person entitled to exercise, or control the exercise of, ten per cent. or more of the voting power at any general meeting of the issuer.

        Note 6 This paragraph does not apply to States, debt issues to professional investors only or, in the case of details in relation to its secretary, to Supranationals.

        Note 7 This paragraph does not apply to States, Supranationals or debt issues to professional investors only.

      • Form C3 Formal Application (For Collective Investment Schemes)

        Form C3

        This form must be lodged duly completed at least FIVE CLEAR BUSINESS DAYS, unless otherwise agreed by the Exchange, prior to the date on which it is expected that the Exchange will consider approving the listing of additional interests in the CIS. An issuer which is not a company should adapt this form as necessary to change references that apply only to companies.

        To: The Head of the Listing Division,
        The Listing Division,
        The Stock Exchange of Hong Kong Limited.

        ............ 20 ....

        Dear Sir,

        1. We [ .......................................... hereby apply]/[are instructed by .......................................... to make application] for listing of and permission to deal in the securities referred to in paragraph 3 below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled the "Rules Governing the Listing of Securities" (the "Listing Rules").
        2. [ ............................... ] is a Collective Investment Scheme which has received a confirmation from the Securities and Futures Commission ("SFC") that it has no further comments on the CIS Disclosure Document.
        3. Application is now made in respect of [describe the interest of the Collective Investment Scheme] of [$ or other relevant currency] each in the issuer.
        4. The securities for which application is now made:
        (a) are identical in all respects/are divided into the following classes:

        .....................................................................

        .....................................................................
        (Note 1)
        (b) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s):

        .....................................................................

        .....................................................................
        (c) have been in the previous six months, are or will be the subject of an application for listing on the following stock exchange(s):

        .....................................................................

        .....................................................................
        5. The following are particulars of the qualifications and experience of the directors of the CIS Operator and (where applicable) the Collective Investment Scheme, the investment adviser, persons who are/will be responsible for investment management and investment advisory services in relation to the Collective Investment Scheme's portfolio and person(s) whose opinion(s) as (an) expert(s) is/are referred to in any document included in this application.

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................
        6. We declare that:—
        (1) the SFC has confirmed that it has no further comments on the CIS Disclosure Document and that such confirmation is currently in force and that we know of no reasons why such confirmation may be withdrawn;
        (2) the Collective Investment Scheme complies and will comply with the SFC's authorisation conditions for the CIS and any codes and guidelines issued by the SFC in relation to Collective Investment Schemes in so far as they apply;
        (3) all information required to be included in the CIS Disclosure Document/listing document, where applicable, pursuant to Section 104 of the Securities and Futures Ordinance and the applicable codes enacted under the Ordinance, and by the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules and any other applicable legislation has been included therein or, if the final version has not yet been submitted (or reviewed), will be included therein before it is so submitted; and
        (4) there are no other facts bearing on the Collective Investment Scheme's application for listing of and permission to deal in such securities which, in our opinion, should be disclosed to The Stock Exchange of Hong Kong Limited.
        7. We undertake to comply with the provisions of the codes and guidelines issued by the SFC from time to time that are applicable to the authorisation of the Collective Investment Schemes and with the Listing Rules from time to time of The Stock Exchange of Hong Kong Limited so far as applicable to the Collective Investment Scheme.
         

        Yours faithfully,
        (Note 2)



        Signed ...........................
        Name:
        For and on behalf of
        [CIS listing applicant and the
        CIS Operator]

        NOTES

        Note 1: "Identical" means in this context:—

        (1) the securities are of the same nominal value with the same amount called up or paid up; and
        (2) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

        Note 2: This form must be signed by a duly authorised officer of the governing body or board of directors (or its functional equivalent) of the Collective Investment Scheme (as the case may be) and by a duly authorised officer for and on behalf of the CIS Operator.

      • Form C3Z Formal Application (For Open-ended Investment Companies, Unit Trusts, Mutual Funds and Other Collective Investment Schemes governed by Chapter 21 of the Listing Rules)

        Form C3Z

        This form, suitably adapted for the specific legal form of the issuer, must be lodged duly completed at least FOUR CLEAR BUSINESS DAYS prior to the hearing of the application by the Exchange.

        To: Head of Listing
        The Listing Division,
        The Stock Exchange of Hong Kong Limited

        ..........., 20 .....

        Dear Sir,

        1. We [ .......................................... hereby apply]/[are instructed by .......................................... to make application] for listing of and permission to deal in the securities/instruments referred to in paragraph 2 below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled the "Rules Governing the Listing of Securities" (the "Listing Rules").
        2. Application is now made in respect of an open-ended number of[units]/[units]/[redeemable preference shares]/[description of other redeemable instrument] of $ ................. each in the issuer representing the [relevant entity's] authorised capital and which shall be issued at a price not less than the net asset value at the time of issue.
        3. The [securities]/[other relevant description] for which application is now made:—
        (a) are identical in all respects/are divided into the following classes:—

        .....................................................................

        .....................................................................
        (Note 1)
        (b) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s):—

        .....................................................................

        .....................................................................
        (c) have been in the previous six months, are or will be the subject of an application for listing on the following stock exchange(s):—

        .....................................................................

        .....................................................................
        4. The following are particulars of the qualifications and experience of the persons who are/ will be responsible for investment management and investment advisory services in relation to the open-ended investment company's/unit trust's/mutual fund's/other collective investment scheme's portfolio.

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................

        ..........................................................................
        5. We declare that:—
        (1) save as disclosed to The Stock Exchange of Hong Kong Limited in writing, the open-ended investment company/unit trust/mutual fund/other collective investment scheme complies and will comply in all material respects with all applicable regulations and legislation; (Note 2)
        (2) all information required to be included in the listing document/explanatory memorandum by virtue of all applicable regulations and legislation has been included therein or, if the final version has not yet been submitted (or reviewed), will be included therein before it is so submitted; (Note 2) and
        (3) there are no other facts bearing on this application for listing of and permission to deal in the securities/instruments referred to in paragraph 2 above which, in our opinion, should be disclosed to The Stock Exchange of Hong Kong Limited.
        6. We undertake to comply with Listing Rules from time to time of The Stock Exchange of Hong Kong Limited so far as applicable to the open-ended investment company/unit trust/ mutual fund/other collective investment scheme.
         

        Yours faithfully,
        (Note 3)



        Signed ..................................
        Name:
        For and on behalf of
        [Sponsor's Name]




        AND



        Signed ..................................
        Name:
        for and on behalf of
        [Trustee, Management Company, Mutual
        Fund, Custodian, Other Relevant Entity]

        NOTES

        (1) "Identical" means in this context:-
        (1) the [securities]/[other relevant description] are of the same nominal value with the same amount called up or paid up; and
        (2) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
        (2) The declarations in sections 5(1) and 5(2) must be supported by the opinion(s) of (a) lawyer(s) qualified to opine on the regulations and laws relevant to this application.
        (3) This form must be signed, in the case of a unit trust, for and on behalf of the Trustee and any Management Company; and, in the case of a mutual fund, by a duly authorised officer of the mutual fund and for and on behalf of the Custodian and any Management Company and; in the case of any other relevant entity, by a duly authorised person; and in the case of a new applicant, also by the sponsor.

      • Form D Marketing Statement

        Form D

        A separate marketing statement in this form must be completed by the lead broker, any distributor(s) and every Exchange Participant with whom or through whom the securities are placed in the following circumstances:-

        (1) a placing of equity securities by or on behalf of a new applicant
        (2) a placing of equity securities of a class new to listing by or on behalf of a listed issuer

        The requirements of Chapter 7 and Appendix 6 and the accompanying Notes should be read before completing this statement.

        A. GENERAL
        1. Name of issuer/vendor _________________________________________________________
        2. Description of security _________________________________________________________
        3. Total amount or number of securities being placed _________________________________
        4. Total amount or number of securities being placed by the undersigned

        ____________________________________________________________________________
        *5. Net price to the issuer/vendor (Note 4) ____________________________________________
        *6. Name of lead broker ___________________________________________________________
        *7. Name(s) of distributor(s) (if appropriate)
        1. ________________________________________
        2. ________________________________________
        3. ________________________________________
        4. ________________________________________
        *8. Name(s) of the persons(s) or firm(s) from whom the undersigned obtained the securities to be placed by the undersigned ____________________________________________________

        * see Note 3 at the end of this form
        B. SUMMARY OF DISTRIBUTION

        9.
        (To be completed by lead broker only) (Note 3) Amount or Number of securities % of Placing
        Distributors (As in A7) _____________ _______(1)
        _____________ _______(2)
        _____________ _______(3)
        _____________ _______(4)
        General Public _____________ _________
        Total                  (As in A3) _____________ ____100_____
        C ANALYSIS OF DISTRIBUTION
        10.

        Number of By the undersigned to: Number of holders Amount or Number of securities % of Placing
        (1) Clients _________ _________ _________
        (2) Existing or past employees of the issuer _________ _________ _________
        (3) Discretionary managed portfolios _________ _________ _________
        (4) Other Exchange Participants (see also C12 below) (Note 5) _________ _________ _________
        (5) Retained by the undersigned _________ _________
        (As in A4)
        _________
        (6) TOTAL _________ _________ _________
        11. By the lead broker to the general public:

        (1) Offered to the public N/A _________ _________
        (2) Applied for by the public _________ _________ N/A
        (3) Basis of allocation, where oversubscribed _____________________________
        _____________________________
        _____________________________
        12.

        By the undersigned to other Exchange Participants (Note 5) Name of Exchange Participant Amount or Number of securities % of Placing
         
         
            __________ __________
          As in C.10(4) __________ __________

        I hereby certify that to the best of my knowledge and belief, none of the securities placed by me have been placed with the directors of the issuer or their close associates or any existing shareholder of the issuer or any nominee of any of the foregoing.

        Signed ____________________________________________________________________________

        Name and position held _______________________________________________________________

        Name of company ___________________________________________________________________

        Date ______________________________________________________________________________

        NOTES

        1. Marketing statements will only be accepted when the required details are typed on the statement.
        2. A marketing statement in this form must be completed by each of the distributors named in paragraph 9 and each of the other Exchange Participants (if any) named in paragraph 12 and sent directly to the Exchange by that person.
        3. Paragraphs 5–8 of GENERAL and paragraph 9 of SUMMARY OF DISTRIBUTION need be completed by the lead broker only.
        4. In paragraph 5, the net price should represent the effective issue price to the issuer or vendor.
        5. In completing paragraphs 10(4) and 12, the lead broker may exclude the distributors named by him in paragraph 9.
        6. As soon as practicable after the hearing of the application by the Exchange but before dealings commence, a list setting out the names, addresses and identity card or passport numbers (where individuals) and the names, addresses and registration numbers (where companies) of all placees, the names and addresses of the beneficial owners (in the case of nominee companies) and the amounts taken up by each placee must be lodged with the Exchange.

      • Form E Sponsor's Declaration

        Form E

        To: The Head of the Listing Division,
        The Listing Division,
        The Stock Exchange of Hong Kong Limited.
        . . . . . . . . . . . . 20 . . . . .

        Dear Sir,

        I, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . being sponsor to . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .[Name of issuer] (the "Issuer") hereby declare to the best of my knowledge and belief having made all reasonable enquiries that:—

        (1) Offers for Subscription and Offers for Sale

        At the time of listing there will be . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .shareholders of the securities to be listed.
        (2) Placings

        The securities have been placed as follows:—

        No. of placees . . . . . . . . . . . . . . . . . . . . . . No. of securities placed . . . . . . . . . . . . . . . . . .
        (3) 25% of the total number of issued shares of the Issuer [have been placed/will be held] in the hands of the public in accordance with rule 8.08 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("the Listing Rules") at the time of the Issuer's listing; and
        (4) Any subscription or purchase of the securities by a director or an existing shareholder has been in accordance with rules 10.03 or 10.04, as appropriate, of the Listing Rules.
        (5) All of the provisions of the Listing Rules, insofar as applicable and required to be fulfilled prior to the grant of the Issuer's listing, have been complied with.

        Yours faithfully,




        Signed: . . . . . . . . . . . . . . .

        Name:

        For and on behalf of
        [Sponsor's name]

      • Form F Declaration

        Form F

        (The following is a suggested form of declaration which may be amended to meet individual cases)

        We, .............................. and ............................... a Director and the Secretary respectively of ............................................. Limited (hereinafter called "the Issuer"), declare to the best of our knowledge, information and belief as follows:—

        1. that all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies in connection with the issue/offer/introduction on .................... of the following securities of the Issuer, namely ............................ (insert particulars), have been duly filed and that to the best of our knowledge information and belief compliance has been made with all other legal requirements in connection with such issue/offer/introduction;
        2. that all pre-conditions for listing imposed by the listing rules of The Stock Exchange of Hong Kong Limited entitled "Rules Governing the Listing of Securities" under "Qualifications for Listing" have, insofar as applicable, been fulfilled in relation to the Issuer and the securities of the Issuer referred to in paragraph 1 above;
        3. that ..................... Shares of ........................ (Number & Class) ............... HK$ ................. Debenture/Loan Stock ................. Debenture/Notes/Bonds have been subscribed/purchased for cash and duly allotted/ issued/transferred to the subscribers/purchasers (and that the said Shares have been converted into HK$ ......................................................... Stock);
        4. that all money due to the Issuer in respect of the issue/offer has been received by it;
        5. that ................. Shares of ................... HK$ ................... Debenture/Loan Stock ................................. Debentures/Notes/Bonds have been issued credited as fully paid by way of conversion/exchange/consideration for property acquired/other consideration not being cash and have been duly allotted/issued/ transferred to the persons entitled thereto (and that the said Shares have been duly allotted/issued/transferred to the persons entitled thereto (and that the said Shares have been converted into HK$ ................................................... Stock);
        6. that the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of the issue;
        7. that completion has taken place of the purchase by the Issuer of all property shown in the listing document to Members dated ................... to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied;
        8. that the Trust Deed/Deed Poll relating to the said Debenture/Loan Stock, Debentures, Notes or Bonds has been completed and executed and a copy has been lodged with the The Stock Exchange of Hong Kong Limited and that particulars thereof, if so required by law, have been filed with the Registrar of Companies;
        9. that all the Shares/Debentures/Debenture/Loan Stock/Notes/Bonds of each class referred to above are in all respects identical+;
        10. that no alterations have been made to the version of the listing document which has been reviewed by The Stock Exchange of Hong Kong Limited and on which it has confirmed to the Issuer that it has no further comments other than in relation to the pricing of the issue or takeover offer, number of securities, figures depending on the information and correction of errors; and
        11. that all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled.

        Signed ..................... Director

        Name:
        Date: .......................

        Signed ................... Secretary

        Name:
        Date: .....................

        + Note — "Identical" means in this context:—

        (1) the securities are of the same nominal value with the same amount called up or paid up;
        (2) they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
        (3) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

      • Form G [Repealed]


      • Form H Declaration and Undertaking with regard to Directors of an Issuer incorporated in the People's Republic of China ("PRC")

        Appendix 5
        附錄五

        Declaration and Undertaking with regard to Directors of an Issuer incorporated in the People's Republic of China ("PRC")
        在中華人民共和國(「中國」)註冊成立的發行人的董事的聲明及承諾

        Form H
        H表格

        Part 1
        第一部分

        DECLARATION
        聲明

        1. State:-
        請填報:

          in English
        英文
        in Chinese
        中文
        (a) present surname and any former surname(s)*
              現時姓氏及任何前度姓氏*
        ..................... .....................
        (b) alias, if any *
              別名,如有*
        ..................... .....................
        (c) present forename(s) and any former forename(s) *
              現時名字及任何前度名字*
        ..................... .....................
        (d) date of birth
              出生日期
        ..................... .....................
        (e) residential address
              住址
        ..................... .....................
        (f) nationality and former nationality, if any
              國籍及前度國籍,如有
        ..................... .....................
        (g)
        (i) Hong Kong ID card number
        香港身份證號碼
        (ii) in the case of a non-Hong Kong ID cardholder, passport number or any identification document number and name of issuing authority
        如為非香港身份證持有人,請列明護照號碼或任何身份識別文件號碼,以及簽發機構名稱
         


        .....................


        .....................
         


        .....................


        .....................
        (h) name of issuer (i.e. the new applicant/listed issuer)
              發行人(新申請人╱上市發行人)名稱
        ..................... .....................


        * As set out in the Hong Kong ID card, or any relevant identification document referred to in 1(g) above.
        * 香港身份證或上文1(g)所述的任何有關身份識別文件上所示者。
        2. The relevant document that sets out my personal details in the manner described in paragraph 41(1) of Appendix 1A or rule 13.51(2), as the case may be, of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force (the "Listing Rules") is:
        按不時生效的《香港聯合交易所有限公司證券上市規則》(《上市規則》)附錄一A第41(1)段或第13.51(2)條所述方式(視屬何情況而定)載有本人的個人資料的有關文件為:

        (Tick as appropriate)
        (請在適當方格內加上✓號)

        In the case of new applicant:
        如屬新申請人:

        the listing document dated ...........................which has been duly registered with the Companies Registry.
        日期為.....年.....月.....日並已正式在公司註冊處登記的上市文件。


        In the case of listed issuer:
        如屬上市發行人:

        the announcement dated ...........................by the issuer as required under Listing Rule 13.51(2) with regard to my appointment as a director of the issuer.
        發行人按《上市規則》第13.51(2)條的規定,就委任本人為發行人董事的公告。公告日期為...........年...........月...........日。

        Part 2
        第二部分

        UNDERTAKING
        承諾

        The particulars referred to in this Part 2 are:-
        此第二部分所述的資料為:

        (a) in the exercise of my powers and duties as a director of .......................................(Insert the name of the issuer) I, the undersigned, shall:-
        在行使........(填入發行人名字)董事的權力及職責時,本人(簽署人)須:
        (i) comply to the best of my ability with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force (the "Listing Rules"), and all applicable laws, rules, regulations and normative statements from time to time in force in the PRC relating to the governing, operation, conduct or regulation of public companies in the PRC or elsewhere;
        盡力遵守不時生效的《香港聯合交易所有限公司證券上巿規則》(《上巿規則》),及不時生效的所有關於中國或其他地方的公眾公司的管轄、運作、行為或監管事宜的適用中國法律、規則、規例及規範聲明;
        (ii) comply to the best of my ability with the provisions of the issuer's articles of association (including all provisions regarding the duties of directors) and cause the issuer to act at all times in accordance with its articles of association;
        盡力遵守發行人的公司章程的規定(包括有關董事職責的一切規定),並促使發行人在任何時候均按照其公司章程而行事;
        (iii) use my best endeavours to cause the issuer to comply with the Listing Rules;
        盡力促使發行人遵守《上巿規則》;
        (iv) inform The Stock Exchange of Hong Kong Limited forthwith and in writing, at any time while I am a director of the issuer (or within 12 months of my ceasing to be a director of the issuer), of any administrative or governmental notice or proceeding alleging a breach by the issuer or any of its subsidiaries or directors of any applicable laws, rules, regulations or normative statements in force in the PRC relating to the governing, operation, conduct or regulation of public companies;
        在本人擔任發行人的董事的任何期間(或本人停止擔任發行人的董事後的十二個月內),如有行政或政府部門的通知或涉及任何程序,指稱發行人或其任何附屬公司或董事,違反有關公眾公司的管轄、運作、行為或監管事宜而不時生效的任何適用的中國法律、規則、規例或規範聲明,立即通知並以書面通知香港聯合交易所有限公司;
        (v) comply to the best of my ability with Parts XIVA and XV of the Securities and Futures Ordinance, the Code on Takeovers and Mergers, the Code on Share Buy-backs and all other relevant securities laws and regulations from time to time in force in Hong Kong, and I shall use my best endeavours to cause the issuer to so comply; and
        盡力遵守《證券及期貨條例》第XIVA及XV部、《公司收購及合併守則》、《公司股份回購守則》及香港所有其他不時生效的有關證券的法例與規例,本人並會盡力促使發行人遵守上述各項;及
        (vi) use my best endeavours to procure that any alternate of mine shall so comply;
        盡力促使本人的任何替任人遵守上述各項;
        (b) I shall:
        本人將:
        (i) provide to the Exchange as soon as possible, or otherwise in accordance with time limits imposed by the Exchange:
        盡快或根據本交易所設定的時限向本交易所提供以下資料及文件:
        (1) any information and documents that the Exchange reasonably considers appropriate to protect investors or ensure the smooth operation of the market; and
        本交易所合理地認為可保障投資者或確保市場運作暢順的任何資料及文件;及
        (2) any other information and documents or explanation that the Exchange may reasonably require for the purpose of verifying compliance with the Listing Rules; and
        本交易所可為核實是否有遵守《上市規則》事宜而合理地要求的任何其他資料及文件或解釋;及
        (ii) cooperate in any investigation conducted by the Listing Division and / or the Listing Committee of The Stock Exchange of Hong Kong Limited, including answering promptly and openly any questions addressed to me, promptly producing the originals or copies of any relevant documents and attending before any meeting or hearing at which I am requested to appear;
        在香港聯合交易所有限公司上巿科及╱或上巿委員會所進行的任何調查中給予合作,包括及時及坦白地答覆向本人提出的任何問題,及時地提供任何有關文件的正本或副本,並出席任何本人被要求出席的會議或聽證會;
        (c) I hereby irrevocably appoint the issuer as my agent, for so long as I remain a director of the issuer, for receiving on my behalf any correspondence from and/or service of notices and other documents by The Stock Exchange of Hong Kong Limited;
        本人茲不可撤回地委任發行人為本人的代理人,在本人留任發行人董事期間,代表本人接收香港聯合交易所有限公司發出的任何書信及╱或送達的通知書及其他文件;
        (d) I shall, for so long as I remain a director of the issuer and for a further period of 3 years from the date on which I cease to be a director of the issuer, inform The Stock Exchange of Hong Kong Limited, by notice in writing to the Head of the Listing Division, of any change to my contact address for correspondence from and service of notices and other documents by The Stock Exchange of Hong Kong Limited as soon as reasonably practicable and in any event within 28 days of such change. I acknowledge and agree that a document or notice, for whatever purposes, including but not limited to the service of notice of disciplinary proceedings, shall be deemed to have been validly and adequately served on me by The Stock Exchange of Hong Kong Limited when the document or notice is served personally on me or is sent by post or facsimile to the address I provide to The Stock Exchange of Hong Kong Limited. I agree and acknowledge that I am responsible for keeping The Stock Exchange of Hong Kong Limited informed of my up-to-date contact address. I acknowledge that, if I fail to provide The Stock Exchange of Hong Kong Limited with my up-to-date contact address or arrange for notices, documents or correspondence to be forwarded to me, I may not be alerted to any proceedings commenced against me by The Stock Exchange of Hong Kong Limited; and
        在本人出任發行人董事期間以至辭去發行人董事職務之日起計三年內,若本人用以接收香港聯合交易所有限公司發出的書信、送達的通知書及其他文件的聯絡地址有任何變動,本人將會在合理可行的情況下盡快及在任何情況下於有關變動出現後28日內,向上市科主管發出書面通知,知會香港聯合交易所有限公司有關變動。本人確認及同意,若有任何文件或通知(不論其目的,包括(但不限於)送達紀律程序的通知)以面交本人的方式,或以郵寄或傳真的方式送達本人向香港聯合交易所有限公司提供的地址,該文件或通知即被視為香港聯合交易所有限公司已有效及充分地送達本人。本人同意及確認,本人有責任向香港聯合交易所有限公司提供本人最新的聯絡地址。本人確認,若本人未能向香港聯合交易所有限公司提供本人最新的聯絡地址,或未有為送呈本人的通知、文件或書信提供轉送安排,本人可能會不知悉有關香港聯合交易所有限公司向本人展開的任何程序;及
        (e) I hereby give my authority to the Head of the Listing Division of The Stock Exchange of Hong Kong Limited, or to any person authorised by him, to disclose any of the foregoing particulars given by me to members of the Listing Committee and, with the approval of the Chairman or a Deputy Chairman of The Stock Exchange of Hong Kong Limited, to such other persons, as the said Head of the Listing Division may from time to time think fit.
        本人茲授權香港聯合交易所有限公司上巿科主管、或其授權的任何人士,將本人提供的上述資料向上巿委員會委員披露;並在香港聯合交易所有限公司主席或一位副主席批准的情況下,向上巿科主管不時認為適當的其他人士披露。

        I, ..................................................................[Insert Chinese name, if any]:
        本人............................ [請填上中文姓名(如有)]:
        (i) solemnly and sincerely declare that all particulars about me that appear in Part 1(1) of this Form H and in the document referred to in Part 1(2) of this Form H are true, complete and accurate, that I accept responsibility for the truthfulness, accuracy and completeness of the foregoing particulars, that I have not made any statements or omissions which would render such particulars untrue or misleading, that I understand the possible consequences of giving information which is false or misleading in a material particular including those as set forth in Note (1) hereto, and that I understand that The Stock Exchange of Hong Kong Limited may rely upon the foregoing particulars in assessing my suitability to act as a director of the issuer; and
        謹以至誠鄭重聲明,在本H表格第一部分(1)及本H表格第一部分(2)所述文件所示有關本人的所有詳細資料均為真實、完整及準確,且本人對上述資料的真實性、準確性及完整性承擔責任,而本人亦無作出任何聲明或遺漏,致使有關資料不真實或具誤導性,本人亦明白在要項上提供虛假或具誤導性的資料可能引致的後果(包括本表格附註1所載內容);本人並明白,香港聯合交易所有限公司或會倚賴上述資料來評估本人是否適合出任發行人董事;及
        (ii) undertake with The Stock Exchange of Hong Kong Limited in the terms set out in Part 2 of this Form H.
        按本H表格第二部分所載的條款向香港聯合交易所有限公司作出承諾。

        Signature 簽署: ..........................

        Name of director
        董事姓名: .............................

        Hong Kong ID Card Number*
        香港身份證號碼*: .....................

        Dated 日期: .................................

        Certified as the true signature of ....................
        由以下人士證明上述簽署為 .........................的真實簽署

        By:

        Signature (Secretary/Director)
        簽署(秘書╱董事): .........................

        Name
        (Secretary/Director)
        姓名(秘書╱董事): ......................

        * In the case of a non-Hong Kong ID cardholder, state the passport number or any identification document number and name of issuing authority.
        如為非香港身份證持有人,請列明護照號碼或任何身份識別文件號碼,以及簽發機構名稱。

        Part 3
        第三部分

        (A) If the issuer is a new applicant, the following sponsor's certification must be completed:-
        如發行人為新申請人,下列的保薦人證明亦須填報:

        SPONSOR'S CERTIFICATION
        保薦人證明

        We, ......................................., are the sponsor for the issuer appointed on [Date] for the purpose referred to in Listing Rule 3A.02 and have offices located at .......................................We hereby certify that we have read the particulars provided by .................................[Insert name of director] in and any document referred to in Part 1 (1) and (2) of this Form H and we are not aware of any information that would lead a reasonable person to inquire further concerning the truthfulness, completeness or accuracy of any of the particulars so provided.

        我們...........,乃在[日期]為《上巿規則》第3A.02條所提及的目的而委任的發行人的保薦人,辦事處設於........。我們茲證明,我們已閱讀.........〔填入董事的姓名〕在H表格第一部份(1)及(2)所作及所述任何文件內作出的回答,我們並不知悉任何資料,足以使一名合理的人士,就如此填報的資料的真實性、完整性及準確性作進一步的查詢。

        Executed this ..................day of .................., 20 .................., in ..................
        本證明於20..................年..................月..................日在..................簽立。

        (Signed 簽署) ..........................
        (B) The following solicitor's certification must be completed whenever this Form H is required to be lodged with The Stock Exchange of Hong Kong Limited:-
        按規定須向香港聯合交易所有限公司呈報本H表格的,均須填報下列律師證明:

        SOLICITOR'S CERTIFICATION
        律師證明

        We, .............................., are a firm of solicitors qualified to advise on Hong Kong law with offices located at ............................................................. We hereby certify that we have explained all applicable requirements and procedures for completing and executing this Form H or the documents referred to in this Form H, and the possible consequences of making a false declaration or giving false information, to .......................................[Insert name of director]. Further, we hereby certify that ..............................[Insert name of director] has acknowledged to us that he/she understands the foregoing.
        我們,..............,為一家有資格就香港法律提供意見的律師行,辦事處設於........................。我們茲證明,我們已向.............〔填入董事的姓名〕解釋填報及簽立本H表格及本H表格所指的文件的所有適用規定和程序,以及作出虛假聲明或提供虛假信息所可能引致的後果。此外,我們茲證明.............〔填入董事的姓名〕已向我們承認其了解上述各項。

        Executed this ..................day of .................., 20 .................., in ..................
        本證明於20..................年..................月..................日在..................簽立。

        (Signed 簽署) ........................

        Notes:
        附註:

        (1) The failure of any person required to lodge this Form H to complete Part 1 of this Form H truthfully, completely and accurately, or the failure to execute Part 2 of this Form H or to observe any of the undertakings made under that Part, constitutes a breach of the Listing Rules. In addition, every director of the issuer supplying information sought or referred to in this Form H, should note that such information constitutes information which is provided to the Exchange in purported compliance with a requirement to provide information under the "relevant provisions" (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance, Cap. 571) and is likely to be relied upon by the Exchange. In relation to this, you should be aware that giving to the Exchange any information which is false or misleading in a material particular will render the relevant person liable for prosecution for an offence under section 384 of the Securities and Futures Ordinance. If you have any queries you should consult the Exchange or your professional adviser immediately.
        按規定須呈交本H表格的任何人士,若未能真實、完整及準確地填妥本H表格第一部分,或未能簽立本H表格第二部分又或未能遵守該部分所作的任何承諾,均構成違反《上市規則》。此外,凡提供本H表格所要求或所述資料的發行人董事均應注意,該等資料構成本意是為遵守「有關條文」(定義見香港法例第 571章《證券及期貨條例》附表1第 1 部)項下關於提供資料的規定而向本交易所提供的資料,本交易所或會依賴該等資料。就此, 閣下應注意,根據《證券及期貨條例》第384條,在要項上向本交易所提供虛假或具誤導性的資料,有關人士即屬犯法,會遭檢控。若 閣下有任何疑問,應立即諮詢本交易所或 閣下的專業顧問。
        (2) To the extent that this form is required to be signed by the sponsor, the Exchange expects that it would be signed by the Principal(s) who act(s) as the supervisor(s) of the Transaction Team (as defined in the SFC Sponsor Provisions) undertaking the listing assignment. However, notwithstanding who signs this form on behalf of the sponsor, the Management (as defined in the SFC Sponsor Provisions) of the sponsor will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality assurance in respect of that work. The Exchange reminds sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including but not limited to those obligations under the SFC Sponsor Provisions.
        只要此表格是規定須由保薦人簽署,本交易所認為,此表格須由承擔有關上市工作的交易小組(定義見「證監會保薦人條文」)的監督的主事人簽署。不過,無論是誰代表保薦人簽署此表格,保薦人的管理層(定義見「證監會保薦人條文」)須就保薦人公司工作的監督及質素保證負有最終責任。本交易所提醒保薦人:其有責任設立有效的內部系統及監控,並作出妥善的監督及監管;有關責任包括但不限於「證監會保薦人條文」所載的責任。
        (3) [Repealed 15 February 2018]

      • Form I Declaration and Undertaking with regard to Supervisors of an Issuer incorporated in the People's Republic of China ("PRC")

        Appendix 5
        附錄五

        Declaration and Undertaking with regard to Supervisors of an Issuer incorporated in the People's Republic of China ("PRC")
        在中華人民共和國(「中國」)註冊成立的發行人的監事的聲明及承諾

        Form I
        I表格

        Part 1
        第一部分

        Declaration
        聲明

        1. State:-
        請填報:
          in English
        英文
        in Chinese
        中文
        (a) present surname and any former surname(s)*
              現時姓氏及任何前度姓氏*
        ..................... .....................
        (b) alias, if any *
              別名,如有*
        ..................... .....................
        (c) present forename(s) and any former forename(s) *
              現時名字及任何前度名字*
        ..................... .....................
        (d) date of birth
              出生日期
        ..................... .....................
        (e) residential address
              住址
        ..................... .....................
        (f) nationality and former nationality, if any
              國籍及前度國籍,如有
        ..................... .....................
        (g)
        (i) Hong Kong ID card number
        香港身份證號碼
        (ii) in the case of a non-Hong Kong ID cardholder, passport number or any identification document number and name of issuing authority
        如為非香港身份證持有人,請列明護照號碼或任何身份識別文件號碼,以及簽發機構名稱
         


        .....................


        .....................
         


        .....................


        .....................
        (h) name of issuer (i.e. the new applicant/listed issuer)
              發行人(新申請人╱上市發行人)名稱
        ..................... .....................


        * As set out in the Hong Kong ID card, or any relevant identification document referred to in 1(g) above.
        * 香港身份證或上文1(g) 所述的任何有關身份識別文件上所示者。
        2. The relevant document that sets out my personal details in the manner described in paragraph 41(1) of Appendix 1A or rule 13.51(2), as the case may be, of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force (the "Listing Rules") is:
        按不時生效的《香港聯合交易所有限公司證券上市規則》(《上市規則》)附錄一A第41(1)段或第13.51(2)條所述方式(視屬何情況而定)載有本人的個人資料的有關文件為:

        (Tick as appropriate)
        (請在適當方格內加上✓號)

        In the case of new applicant:
        如屬新申請人:

        the listing document dated ...........................which has been duly registered with the Companies Registry.
        日期為.....年.....月.....日並已正式在公司註冊處登記的上市文件。


        In the case of listed issuer:
        如屬上市發行人:

        the announcement dated ...........................by the issuer as required under Listing Rule 13.51(2) with regard to my appointment as a supervisor of the issuer.
        發行人按《上市規則》第13.51(2)條的規定,就委任本人為發行人監事的公告。公告日期為...........年...........月...........日。

        Part 2
        第二部分

        UNDERTAKING
        承諾

        The particulars referred to in this Part 2 are:-
        此第二部分所述的資料為:

        (a) in the exercise of my powers and duties as a supervisor of .................................... (Insert the name of the issuer) I, the undersigned, shall:-
        在行使........(填入發行人名字)監事的權力及職責時,本人(簽署人)須:
        (i) comply to the best of my ability with all applicable laws, rules, regulations and normative statements from time to time in force in the PRC relating to the responsibilities, duties and obligations of a supervisor in connection with the governing, operation, conduct or regulation of public companies in the PRC or elsewhere;
        盡力遵守不時生效的所有關於監事對中國或其他地方的公眾公司的管轄、運作、行為或監管的責任、職責及義務的適用中國法律、規則、規例及規範聲明;
        (ii) comply to the best of my ability with the provisions of the issuer's articles of association (including all provisions regarding the duties of supervisors) and cause the issuer and its directors to act at all times in accordance with the issuer's articles of association;
        盡力遵守發行人的公司章程的規定(包括有關監事職責的一切規定),並促使發行人及其董事在任何時候均按照發行人的公司章程而行事;
        (iii) use my best endeavours to cause the issuer and its directors to comply with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force (the "Listing Rules"), the Code on Takeovers and Mergers, the Code on Share Buy-backs and all other relevant securities laws and regulations from time to time in force in Hong Kong;
        盡力促使發行人及其董事遵守不時生效的《香港聯合交易所有限公司證券上巿規則》(《上巿規則》)、《公司收購及合併守則》、《公司股份回購守則》及香港所有其他不時生效的有關證券的法例及規例;
        (iv) inform The Stock Exchange of Hong Kong Limited forthwith and in writing, at any time while I am a supervisor of the issuer, of the initiation by the issuer's supervisory committee of legal proceedings against any director of the issuer;
        在本人擔任發行人的監事的任何期間,如發行人的監事會對發行人的任何董事提出法律程序,立即通知及以書面通知香港聯合交易所有限公司;
        (v) comply to the best of my ability, as if the same applied to me to the same extent as it does to directors of the issuer, with: (a) Parts XIVA and XV of the Securities and Futures Ordinance; (b) the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of the Listing Rules; (c) the Code on Takeovers and Mergers; (d) the Code on Share Buy-backs; and (e) all other relevant securities laws and regulations from time to time in force in Hong Kong;
        盡力遵守下列條例及規則,猶如該條例適用於本人,如同其適用於公司董事般:(a)《證券及期貨條例》第XIVA及XV部;(b)《上巿規則》附錄十列出的《上巿發行人董事進行證券交易的標準守則》;(c)《公司收購及合併守則》;(d)《公司股份回購守則》;以及(e)香港所有其他不時生效的有關證券法例與規例;
        (vi) use my best endeavours to procure that any alternate of mine shall so comply;
        盡力促使本人的任何替任人遵守上述各項;
        (b) I hereby irrevocably appoint the issuer as my agent, for so long as I remain a supervisor of the issuer, for receiving on my behalf any correspondence from and/or service of notices and other documents by The Stock Exchange of Hong Kong Limited;
        本人茲不可撤回地委任發行人為本人的代理人,在本人留任發行人監事期間,代表本人接收香港聯合交易所有限公司發出的任何書信及 / 或送達的通知書及其他文件;
        (c) I shall provide to The Stock Exchange of Hong Kong Limited, immediately upon my resignation as a supervisor of the issuer, my up-to-date contact information, including my address for correspondence from and service of notices and other documents by The Stock Exchange of Hong Kong Limited and telephone number; and
        本人將在辭去發行人監事職務後,立即向香港聯合交易所有限公司提供本人最新的聯絡資料,包括供本人接收香港聯合交易所有限公司發出的書信、送達的通知書及其他文件的地址和電話號碼;以及
        (d) I hereby give my authority to the Head of the Listing Division of The Stock Exchange of Hong Kong Limited, or to any person authorised by him, to disclose any of the foregoing particulars given by me to members of the Listing Committee and, with the approval of the Chairman or a Deputy Chairman of The Stock Exchange of Hong Kong Limited, to such other persons, as the said Head of the Listing Division may from time to time think fit.
        本人茲授權香港聯合交易所有限公司上巿科主管、或其授權的任何人士,將本人提供的上述資料向上巿委員會委員披露;並在香港聯合交易所有限公司主席或一位副主席批准的情況下,向上巿科主管不時認為適當的其他人士披露。

        I, .................................................................. [Insert Chinese name, if any]:
        本人............................[請填上中文姓名(如有)]:
        (i) solemnly and sincerely declare that all particulars about me that appear in Part 1(1) of this Form I and in the document referred to in Part 1(2) of this Form I are true, complete and accurate, that I accept responsibility for the truthfulness, accuracy and completeness of the foregoing particulars, that I have not made any statements or omissions which would render such particulars untrue or misleading, that I understand the possible consequences of giving information which is false or misleading in a material particular including those as set forth in the Note hereto, and that I understand that The Stock Exchange of Hong Kong Limited may rely upon the foregoing particulars in assessing my suitability to act as a supervisor of the issuer; and
        謹以至誠鄭重聲明,在本I表格第一部分(1)及本I表格第一部分(2)所述文件所示有關本人的所有詳細資料均為真實、完整及準確,且本人對上述資料的真實性、準確性及完整性承擔責任,而本人亦無作出任何聲明或遺漏,致使有關資料不真實或具誤導性,本人亦明白在要項上提供虛假或具誤導性的資料可能引致的後果(包括本表格附註所載內容),本人並明白,香港聯合交易所有限公司或會倚賴上述資料來評估本人是否適合出任發行人監事;及
        (ii) undertake with The Stock Exchange of Hong Kong Limited in the terms set out in Part 2 of this Form I.
        按本 I 表格第二部分所載的條款向香港聯合交易所有限公司作出承諾。

        Signature 簽署: ............................

        Name of supervisor
        監事姓名: ...............................

        Hong Kong ID Card Number*
        香港身份證號碼*: .............................

        Dated 日期:.............................

        Certified as the true signature of .....................................
        由以下人士證明上述簽署為.....................................的真實簽署

        By:

        Signature (Secretary/Director)
        簽署(秘書╱董事): ..............................

        Name (Secretary/Director)
        姓名(秘書╱董事): ..............................

        * In the case of a non-Hong Kong ID cardholder, state the passport number or any identification document number and name of issuing authority.
        如為非香港身份證持有人,請列明護照號碼或任何身份識別文件號碼,以及簽發機構名稱。

        Note:
        附註:

        The failure of any person required to lodge this Form I to complete Part 1 of this Form I truthfully, completely and accurately, or the failure to execute Part 2 of this Form I or to observe any of the undertakings made under that Part, constitutes a breach of the Listing Rules. In addition, every supervisor of the issuer supplying information sought or referred to in this Form I, should note that such information constitutes information which is provided to the Exchange in purported compliance with a requirement to provide information under the "relevant provisions" (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance, Cap. 571) and is likely to be relied upon by the Exchange. In relation to this, you should be aware that giving to the Exchange any information which is false or misleading in a material particular will render the relevant person liable for prosecution for an offence under section 384 of the Securities and Futures Ordinance. If you have any queries you should consult the Exchange or your professional adviser immediately.
        按規定須呈交本I表格的任何人士,若未能真實、完整及準確地填妥本I表格第一部分,或未能簽立本I表格第二部分又或未能遵守該部分所作的任何承諾,均構成違反《上市規則》。此外,凡提供本I表格所要求或所述資料的發行人監事均應注意,該等資料構成本意是為遵守「有關條文」(定義見香港法例第571章《證券及期貨條例》附表1第1部)項下關於提供資料的規定而向本交易所提供的資料,本交易所或會依賴該等資料。就此, 閣下應注意,根據《證券及期貨條例》第384條,在要項上向本交易所提供虛假或具誤導性的資料,有關人士即屬犯法,會遭檢控。若 閣下有任何疑問,應立即諮詢本交易所或 閣下的專業顧問。

      • Form J Formal Application for Transfer of Listing of Equity Securities from the GEM to the Main Board (for Eligible Issuers under Appendix 28)

        Form J

        This form must be duly completed and lodged in compliance with the provisions of Appendix 28..

        To: The Head of the Listing Division
        The Listing Division
        The Stock Exchange of Hong Kong Limited

        ............ 20 ....

        Dear Sir,

        1. We ............................................. [Limited] are instructed by .......................[Limited] apply for the listing of and for permission to deal in the securities referred to in paragraph 3 below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled "Rules Governing the Listing of Securities" (the "Listing Rules"). (Note 1)
        2. SHARE CAPITAL

        Authorised $
        Issued (and paid up)
        inclusive of present issue
        ................................in ..........................Stock/Shares of ................................
        ................................in ..........................Stock/Shares of ................................
        ................................in ..........................Stock/Shares of ................................
        ................................in ..........................Stock/Shares of ................................


        ___________________
        $
        ___________________



        ___________________
        $
        ___________________
        3. Amounts and descriptions of securities for which application is now made [including, if applicable, amounts and descriptions of any options, warrants or convertible instruments relating to such securities for which transfer application is made simultaneously] (include distinctive numbers if any)

        .........................................................................

        .........................................................................

        .........................................................................
        4. The securities for which application is now made are proposed to be listed by way of transfer of listing from the GEM to the Main Board.
        5. So far as is known, or can be ascertained after reasonable enquiry, by the directors of the issuer, the undermentioned is/are substantial shareholder(s) of the company or of its holding company (Note 2):—

        Name Address Extent of holding and which company


        The following are the directors, chief executive and secretary of the issuer (Note 2).

        .........................................................................


          Yours faithfully
         

        ...........................................
        Name:
        for and on behalf of
        [Sponsor's name]
        [Note 3]
        6. [Repealed 15 February 2018]
        7. ISSUER'S SOLE UNDERTAKING

        We, ...................... Limited, undertake to comply with the Listing Rules from time to time so far as applicable to the issuer.
          Yours faithfully
         

        ...........................................
        Name:
        for and on behalf of
        [Sponsor's name]
        [Note 3]
        8. ISSUER'S AUTHORISATION FOR FILING WITH THE COMMISSION

        We are required to file copies of our application with the Securities and Futures Commission ("SFC") under section 5(1) of the Securities and Futures (Stock Market Listing) Rules ("Rules").

        Under section 5(2) of the Rules, we hereby authorise the Exchange to file all materials with the SFC on our behalf as and when we file them with the Exchange. If our securities become listed on the Exchange, we will be required to file copies of certain announcements, statements, circulars, or other documents made or issued by us or on our behalf to the public or to holders of our securities with the SFC under sections 7(1) and (2) of the Rules. Under section 7(3) of the Rules, we hereby authorise the Exchange to file all such documents with the SFC on our behalf as and when we file them with the Exchange.

        All documents aforementioned shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe.


        In this letter, "application" has the meaning ascribed to it under section 2 of the Rules.

        This authorisation shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, we undertake to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.


          Yours faithfully
         

        ...........................................
        Name:
        for and on behalf of
        [Sponsor's name]
        [Note 4]

        NOTES

        Note 1 Insert name of issuer of securities. If it is an overseas issuer, the place of incorporation or other establishment and the applicable law under which it is incorporated or otherwise established must be stated.

        Note 2 These paragraphs apply only to companies and:-

        "chief executive" means a person who either alone or together with one or more other persons is or will be responsible under the immediate authority of the board of directors for the conduct of the business of the issuer.

        "substantial shareholder" means a person entitled to exercise, or control the exercise of, ten % or more of the voting power at any general meeting of the issuer.

        Note 3 This form is to be signed by the sponsor's Principal(s) who act(s) as the supervisor(s) of the Transaction Team (as defined in the SFC Sponsor Provisions) undertaking the listing assignment on behalf of the sponsor. However, regardless of who signs this form on behalf of the sponsor, the Management (as defined in the SFC Sponsor Provisions) of the sponsor will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality assurance in respect of that work. The Exchange reminds sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including those obligations under the SFC Sponsor Provisions.

        Note 4 This form must be signed by a duly authorised director of the issuer.

      • Form K Declaration of Directors and Supervisors with Regard to a Transfer of Listing From GEM to the Main Board (for Eligible Issuers under Appendix 28)

        Form K

        The undersigned jointly and individually declare to the best of our knowledge, information and belief that all pre-conditions for a transfer of listing from GEM to the Main Board of The Stock Exchange of Hong Kong Limited as specified under Appendix 28 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited have, insofar as applicable, been fulfilled in relation to the Issuer and the securities of the Issuer.

        Notes:

        This form must be accompanied by a checklist to aid cross-checking of compliance with the transfer requirements, issued for this purpose from time to time by The Stock Exchange of Hong Kong Limited. Both documents must be signed by each director and supervisor (if any) of the issuer.

        Signed by : ....................................
        [Name of Director/Supervisor], [Date]

        Signed by : ....................................
        [Name of Director/Supervisor], [Date]

        Signed by : ....................................
        [Name of Director/Supervisor], [Date]

        Signed by : ....................................
        [Name of Director/Supervisor], [Date]

        Signed by : ....................................
        [Name of Director/Supervisor], [Date]

        Signed by : ....................................
        [Name of Director/Supervisor], [Date]

        Signed by : ....................................
        [Name of Director/Supervisor], [Date]

    • Appendix 6 Placing Guidelines for Equity Securities

      New Applicants

      1. The expected initial market capitalisation of the securities to be placed must not be less than HK$25,000,000 or such other amount as may be fixed from time to time by the Exchange.
      2. The limits set out in paragraph 1 will not normally apply to placings of equity securities by overseas issuers having their primary listing on another stock exchange. The Exchange should, however, be consulted in such cases.
      3. Of the amount placed, up to but not more than 75 per cent. may be placed directly by an Exchange Participant ("the lead broker") or through a syndicate of other Exchange Participants ("distributors") and the balance must be made available by the lead broker directly to the "general public" (as defined in paragraph 13). The lead broker must make adequate distribution facilities available, must run the application list and must determine a fair basis for allocating securities when an issue is oversubscribed.
      4. The securities to be placed must have an adequate spread of holders, the number depending on the size of the placing, but as a guideline there should be not less than three holders for each HK$1,000,000 of the placing, with a minimum of 100 holders.
      5. No allocations will be permitted to:—
      (1) "connected clients" of the lead broker or of any distributors (as defined in paragraph 13);
      (2) directors or existing shareholders of the applicant or their close associates, whether in their own names or through nominees unless the conditions set out in rules 10.03 and 10.04 are fulfilled; or
      (3) nominee companies unless the name of the ultimate beneficiary is disclosed, without the prior written consent of the Exchange.
      6. Not more than 25 per cent. of the total placing may be allocated to "discretionary managed portfolios" (as defined in paragraph 13).
      7. Not more than ten per cent. of the total placing may be offered to employees or past employees of the applicant (see rule 10.01).
      8. Neither the lead broker nor any distributor may, under normal circumstances, retain any material amount of the securities being placed for their own account. Where there is public demand, neither the lead broker nor any distributor may retain more than five per cent. of their respective shares of the total placing. Where securities are made available by the lead broker direct to the general public by application direct to the lead broker and there is insufficient public demand, the amount not taken up can be redistributed to clients of the lead broker.
      9. These guidelines apply equally to every Exchange Participant with whom or through whom the securities are placed by the lead broker or distributors.
      10. Separate Marketing Statements in the form set out in Form D in Appendix 5 signed by each of: (a) the lead broker; (b) any distributor(s); and (c) any Exchange Participant referred to in paragraph 9 above, must be lodged with the Exchange before dealings commence (see rule 9.11(35)).
      11. Dealings in the securities cannot commence until the Exchange has been supplied with and approved a list setting out the names, addresses and identity card or passport numbers (where individuals) and the names, addresses and business registration numbers (where companies) of all placees, the names and addresses of the beneficial owners (in the case of nominee companies) and the amounts taken up by each placee (see rule 9.11(35)). The Exchange reserves the right to require submission of such further information (on an electronic spreadsheet or such other format as it may request) on the placees as it may consider necessary for the purpose of establishing their independence, including without limitation details of beneficial ownership.
      12. The lead broker and each distributor and Exchange Participant referred to in paragraph 9 must keep a record of their placees for at least three years following the placing. This record should contain the information required in paragraph 11.
      13. For the purposes of this Appendix:—
      "Connected client" in relation to an Exchange Participant means any client of such member who is:—
      (1) a partner of such Exchange Participant;
      (2) an employee of such Exchange Participant;
      (3) where the Exchange Participant is a company,
      (a) any person who is a substantial shareholder of such Exchange Participant; or
      (b) a director of such Exchange Participant;
      (4) the spouse or infant child or step child of any individual described in (1) to (3) above;
      (5) a person in his capacity as trustee of a private or family trust (other than a pension scheme) the beneficiaries of which include any person in (1) to (4) above;
      (6) a close relative of any person in (1 ) to (4) above where his account is managed by such Exchange Participant in pursuance of a discretionary managed portfolio agreement; or
      (7) a company which is a member of the same group of companies as such Exchange Participant.
      "Discretionary managed portfolio" means a fund of investments, the contents of which are kept under review by an Exchange Participant or any member of the group of which such Exchange Participant is a part which has authority to effect or arrange for the effecting of transactions for the fund at its discretion.

      "General public" means investors other than clients of the lead broker, but would not preclude its clients provided they had not received any special notification or invitation in respect of the placing. The Exchange would not find it acceptable for a client of the lead broker to receive an allocation from that portion of the placing reserved for clients of the lead broker and a further allocation either as a member of the general public or as a client of any other Exchange Participant with whom or through whom any of the securities in question are placed.

      Listed issuers

      14. Placings of securities by listed issuers will be allowed only in the following circumstances:—
      (1) where such placing falls within any general mandate given to the directors of the applicant by the shareholders in accordance with rule 13.36; or
      (2) where the placing is specifically authorised by the shareholders of the applicant in general meeting .
      15. Placings made in either of the above circumstances are required to comply with these guidelines only if the securities are of a class new to listing.
      16. In the case of a placing by or on behalf of a listed issuer of securities of a class already listed the Exchange may require the issuer to disclose to the Exchange the names and addresses of each of the placees. (see also rule 13.28(7)).

      General

      17. It must be realised that the above are not necessarily exhaustive and that each case must be considered in the light of its own particular circumstances. In addition, the above criteria may in consultation with the Exchange be amended or extended from time to time in the light of experience. Each placing will be reviewed upon its completion to ensure that the above requirements have been or will be satisfied.

    • Appendix 6A [Repealed]


    • Appendix 7 Listing Agreements (annotated)

      • Part A [Repealed]


      • Part B [Repealed]


      • Part C Type of Security: Debt

        Part C

        Type of Security: Debt

        Type of Issuer: Incorporated or otherwise established in Hong Kong or elsewhere (except States, Supranationals, State Corporations, Banks and debt issues to professional investors only)

        The following is the text of the Listing Agreement denoted in bold type, each paragraph being followed (where appropriate) by notes denoted in italics on its interpretation and application.

        This Agreement is entered into between ........................................... (the "Issuer") and THE STOCK EXCHANGE OF HONG KONG LIMITED (the "Exchange") whereby the Issuer undertakes to the Exchange to perform the covenants set out hereunder fully and in good faith (each such covenant to be read and construed in accordance with and subject to the related notes from time to time appearing in the Exchange Listing Rules).

        INTERPRETATION

        1.
        (1) In this Agreement, unless the context otherwise requires:—
        "Exchange Listing Rules" means the rules governing the listing of securities on the Exchange contained in the book entitled "Rules Governing the Listing of Securities" published by the Exchange as amended from time to time in accordance with the Exchange Listing Rules;

        "financial year" means the period in respect of which any profit and loss account of a company laid or to be laid before it in general meeting is made up, whether that period is a year or not:

        "group" means the Issuer and its subsidiaries, if any; and

        "principal activity" in relation to a company and its subsidiaries means an activity which achieved profits or losses numerically equivalent to 10 per cent. or more of the consolidated profit or loss of the group.
        (2) In this Agreement, unless the context otherwise requires, terms used which are defined or interpreted in the Exchange Listing Rules shall have the same meaning as in the Exchange Listing Rules.
        (3) Where this Agreement requires anything to be sent by any person in Hong Kong to any person outside Hong Kong and vice versa such thing shall be sent, where practicable, by airmail.
        (4) Any notice to be given under this Agreement shall be in writing and any notice to the holder of a bearer debt security may be given by being published in accordance with rule 2.07C of the Exchange Listing Rules.

        DISCLOSURE

        General matters

        2. Generally and apart from compliance with all the specific requirements of this Agreement, the Issuer must comply with the following:—
        (1)
        (a) [Repealed 1 January 2013]
        (b) Without prejudice to paragraph 24, where in the view of the Exchange there is or there is likely to be a false market in its listed debt securities, the Issuer must, as soon as reasonably practicable after consultation with the Exchange, announce the information necessary to avoid a false market in its securities;

        Note: If the Issuer believes that there is likely to be a false market in its listed debt securities, it must contact the Exchange as soon as reasonably practicable.
        (c) [Repealed 1 January 2013]
        2.1 [Repealed 1 January 2013]
        2.2 [Repealed 1 January 2013]
        2.3 [Repealed 1 January 2013]
        2.4 [Repealed 1 January 2013]
        2.5 References in this Agreement to informing the Exchange mean delivery of the relevant information to the Exchange in the manner determined by the Exchange from time to time and promulgated by way of a practice note to the Exchange Listing Rules.
        2.6 Any obligation to inform holders of the Issuer's debt securities or the public will be satisfied by an announcement being published in accordance with rule 2.07C of the Exchange Listing Rules except where this Agreement requires some other form of notification. Certain such announcements must first have been reviewed by the Exchange in accordance with paragraph 17 of this Agreement.
        2.7 [Repealed 1 January 2013]
        2.8 [Repealed 1 January 2013]
        2.9 [Repealed 1 January 2013]
        2.10 [Repealed 1 January 2013]
        2.11 [Repealed 1 January 2013]
        (d)
        (i) Where the Issuer is required to disclose inside information under the Inside Information Provisions of the Securities and Futures Ordinance, it must also simultaneously announce the information.
        (ii) The Issuer must simultaneously copy to the Exchange any application to the Commission for a waiver from disclosure under the Inside Information Provisions, and promptly upon being notified of the Commission's decision copy the Exchange with the Commission's decision.
        (e) The Issuer and its directors must take all reasonable steps to maintain strict confidentiality of inside information until it is announced.
        (f) The Issuer must not divulge any information in such a way as to place in a privileged dealing position any person or class or category of persons. It must not release any information in such a way that Exchange transactions may be entered into at prices which do not reflect the latest available information.
        (g) The Issuer and its directors must seek to ensure that dealings do not take place between parties one of whom does not have inside information which the other possesses.
        (h) If, during the profit forecast period, an event occurs which, had it been known when the profit forecast was made, would have caused any of the assumptions upon which the forecast is based to have been materially different, the Issuer must promptly announce the event. In the announcement, the Issuer must also indicate its view of the likely impact of that event on the profit forecast already made.
        (i) If profit or loss generated by some activity outside the Issuer's ordinary and usual course of business which was not disclosed as anticipated in the document containing the profit forecast, materially contributes to or reduces the profits for the period to which the profit forecast related, the Issuer must announce this information, including an indication of the level to which the unusual activity has contributed to or reduced the profit.

        The Issuer must announce the information as soon as it becomes aware that it is likely that the contribution to or reduction in the profits made or to be made by profit or loss generated or to be generated as aforesaid will be material.
        (2) it releases information to the Hong Kong market at the same time as the information is released to any other stock exchange on which its debt securities are listed; and
        (3) the Exchange Listing Rules in force from time to time.
        2A. Where the debt securities are guaranteed, the Guarantor must announce, as soon as reasonably practicable, any information which may have a material effect on its ability to meet the obligations under the debt securities.

        Changes in the terms of debt securities

        3. Any change in the rights attaching to any class of listed debt securities (including any change in the rate of interest carried) and any change in the rights attaching to any shares into which any listed debt securities are convertible or exchangeable must be published in accordance with rule 2.07C of the Exchange Listing Rules in advance.

        Decisions to pass interest payments

        4. Any decision to pass any interest payment on listed debt securities must be published in accordance with rule 2.07C of the Exchange Listing Rules as soon as reasonably practicable after the decision has been made.

        Purchase, redemption or cancellation

        5. Any purchase, redemption or cancellation by the Issuer, or any member of the group, of its listed debt securities must be published in accordance with rule 2.07C of the Exchange Listing Rules as soon as possible after such purchase, redemption or cancellation. The announcement should also state the amount of the relevant debt securities outstanding after such operations.
        5.1 Purchases of debt securities may be aggregated and an announcement should be made when 5 per cent. of the outstanding amount of a debt security has been acquired. If the Issuer or the group purchases further amounts of that security an announcement should be made whenever an additional 1 per cent. has been acquired.

        Availability of annual report and accounts

        6. If the documents of title to any listed debt securities are in bearer form, the time and place in Hong Kong at which copies of the accounts of the Issuer and auditors' report and directors' report thereon may be obtained without charge must be published in accordance with rule 2.07C of the Exchange Listing Rules. Where another company provides a guarantee for the debt security or where the debt security is convertible, exchangeable or carries subscription rights which are exercisable into the securities of another company, copies of the accounts of that other company and of the auditors' report and directors' report thereon must also be so available and the announcement must also state this.

        ANNUAL ACCOUNTS

        Distribution of annual report and accounts

        7.
        (1) If the Issuer is incorporated or otherwise established in Hong Kong it shall send to:—
        (a) the trustee or fiscal agent in respect of its listed debt securities; and
        (b) every holder of its listed debt securities (not being bearer debt securities),
        a copy of either (i) its annual report including its annual accounts and, where the Issuer prepares consolidated financial statements as referred to in section 379(2) of the Companies Ordinance, the consolidated financial statements or (ii) its summary financial report, not less than 21 days before the date of the Issuer's annual general meeting. The Issuer may send a copy of its summary financial report to a member and a holder of its listed securities in place of a copy of its annual report and accounts, provided that it complies with provisions no less onerous than the relevant provisions set out in sections 437 to 446 of the Companies Ordinance and in the Companies (Summary Financial Reports) Regulation for listed issuers incorporated in Hong Kong. An issuer, whose equity securities are not listed, may not distribute a summary financial report in place of its annual report.
        (2) Nothing in paragraph 7(1) shall require the Issuer to send any of the documents referred to therein to:—
        (a) a person of whose address the Issuer is unaware; or
        (b) more than one of the joint holders of any of its listed debt securities.
        7.1 The directors' report, auditors' report and annual accounts and, where applicable, the summary financial report must be in the English language or be accompanied by a certified English translation.
        7.2 Sections 429 and 431 of the Companies Ordinance require the directors of a Hong Kong issuer to lay the issuer's annual financial statements before its members at its annual general meeting within the period of 6 months after the end of the financial year or accounting reference period to which the annual financial statements relate.
        7.3 The Exchange may at its discretion suspend dealings in or cancel the listing of the debt securities of companies which fall into arrears in the issue of its directors' report and accounts. Companies having significant interests outside Hong Kong may apply for an extension of the six month period. However, attention is drawn to section 431 of the Companies Ordinance which requires any extension of the time limit to be approved by the Court of First Instance.
        7.4 The Issuer must send 1 copy of each of the English language version and the Chinese language version of the directors' report, annual accounts and, where applicable, its summary financial report to the Exchange at the same time as they are sent to the holders of the Issuer's listed debt securities with registered addresses in Hong Kong (see paragraph 18).
        8.
        (1) If the Issuer is incorporated or otherwise established outside Hong Kong it shall send to:—
        (a) the trustee or fiscal agent in respect of its listed debt securities; and
        (b) every holder of its listed debt securities (not being bearer securities),
        a copy of either (i) the annual report and accounts and, where the Issuer prepares group accounts, its group accounts, together with a copy of the auditors' report or (ii) its summary financial report not less than 21 days before the date of the Issuer's annual general meeting nor more than six months after the end of the financial year to which they relate.
        (2) The Issuer should lay its annual financial statements before its members at its annual general meeting within the period of 6 months after the end of the financial year or accounting reference period to which the annual financial statements relate.
        (3) Nothing in paragraph 8(1) shall require the Issuer to send any of the documents referred to therein to:—
        (a) a person of whose address the Issuer is unaware; or
        (b) more than one of the joint holders of any of its listed debt securities.
        8.1 The annual report and accounts must be in the English language or be accompanied by a certified English translation.
        8.2
        (1) The annual accounts are required to conform with accounting standards acceptable to the Exchange which will normally be at least the international accounting standards as promulgated from time to time by the International Accounting Standards Board.
        (2) Where the Exchange allows accounts to be drawn up otherwise than in conformity with accounting standards approved by the Hong Kong Institute of Certified Public Accountants, or the International Accounting Standards Board, the Exchange may, having regard to the jurisdiction in which the overseas issuer is incorporated, require the accounts to contain a statement of the financial effect of the material differences (if any) from either of those standards.
        (3) The annual accounts must be audited by a person, firm or company who must be a practising accountant of good standing. Such person, firm or company must also be independent of the Issuer to the same extent as that required of an auditor under the Companies Ordinance and in accordance with the statements on independence issued by the International Federation of Accountants.
        (4) The accounts must be audited to a standard comparable to that required by the Hong Kong Institute of Certified Public Accountants or by the International Auditing and Assurance Standards Board of the International Federation of Accountants.
        8.3
        (1) The report of the auditors must be annexed to all copies of the annual accounts and indicate whether in the opinion of the auditors the accounts give a true and fair view:—
        (a) in the case of the Issuer's balance sheet, of the state of its affairs at the end of the financial year and in the case of the Issuer's profit and loss account, of the profit or loss and changes in financial position for the financial year; and
        (b) in the case where consolidated accounts are prepared, of the state of affairs and profit or loss and changes in financial position of the group.
        (2) The report of the auditors must indicate the act, ordinance or other legislation in accordance with which the annual accounts have been drawn up and the authority or body whose auditing standards have been applied.
        (3) If the Issuer is not required to draw up its accounts so as to give a true and fair view but is required to draw them up to an equivalent standard, the Exchange may allow its accounts to be drawn up to that standard. Reference must, however, be made to the Exchange.
        (4) An auditors' report which conforms to the requirements of the International Auditing Guidelines issued by the International Auditing and Assurance Standards Board of the International Federation of Accountants is acceptable.
        (5) An auditors' report in a different form may be applicable in the case of banking and insurance companies. The wording of such an auditors' report should make it clear whether or not profits have been stated before transfers to or from undisclosed reserves.
        8.4 The Exchange may at its discretion suspend dealings in or cancel the listing of the debt securities of the Issuer if it falls into arrears in the issue of its annual report and accounts. If the Issuer has significant interests outside Hong Kong it may apply for an extension of the six month period.
        8.5 The Issuer must send 1 copy of each of the English language version and the Chinese language version of the annual report, accounts and, where applicable, the summary financial report to the Exchange at the address set out in Note 2.5 at the same time as they are sent to the holders of the Issuer's listed debt securities with registered addresses in Hong Kong (see paragraph 18).

        Information to accompany annual report and accounts

        9.
        (1) The Issuer shall include in its annual report and accounts the disclosures required under the relevant accounting standards and the information set out below:—
        (a) [Repealed 1 April 2015]
        (b) [Repealed 1 April 2015]
        (c) a statement showing:—
        (i) the name of every subsidiary, its principal country of operation and its country of incorporation or other establishment; and
        (ii) particulars of the issued share capital and debt securities of every subsidiary.
        Provided that if, in the opinion of the directors of the Issuer, the number of them is such that compliance with this sub-paragraph would result in particulars of excessive length being given, compliance with this sub-paragraph shall not be required except in the case of subsidiaries carrying on a business the results of the carrying on of which, in the opinion of the directors, materially affected the amount of the profit or loss of the group or the amount of the assets of the group;
        (d) details of the classes and numbers of any convertible debt securities, options, warrants or similar rights issued or granted by the Issuer or any of its subsidiaries during the financial year, together with the consideration received by the Issuer or any of its subsidiaries therefor;
        (e) particulars of any exercise made during the financial year of any conversion or subscription rights under any convertible debt securities, options, warrants or similar rights issued or granted at any time by the Issuer or any of its subsidiaries;
        (f) particulars of any redemption or purchase or cancellation by the Issuer or any of its subsidiaries of its redeemable debt securities and the amount of such debt securities outstanding after any such redemption or purchase or cancellation has been made. Any such statement must distinguish between those listed securities which are purchased by the Issuer (and, therefore, cancelled) and those which are purchased by a subsidiary of the Issuer;
        (g) in the event of trading results shown by the accounts for the period under review differing materially from any published forecast made by the Issuer, an explanation for the difference;
        (h) if the Issuer is incorporated or otherwise established in Hong Kong, a statement by the directors as to the reasons for any significant departure from applicable standard accounting practices;
        9.4 The Exchange supports the policy of the Hong Kong Institute of Certified Public Accountants in formulating and publishing financial reporting standards for Hong Kong. The Exchange expects the accounts of issuers incorporated or otherwise established in Hong Kong to comply with Hong Kong Financial Reporting Standards or International Financial Reporting Standards.
        (i) a statement as at the end of the financial year showing as regards, firstly, bank loans and overdrafts and, secondly, other borrowings of the group, the aggregate amounts repayable:—
        (i) on demand or within a period not exceeding one year;
        (ii) within a period of more than one year but not exceeding two years;
        (iii) within a period of more than two years but not exceeding five years; and
        (iv) within a period of more than five years; and
        (j) [Repealed 1 April 2015]
        (2) [Repealed 1 April 2015]
        10. If the relevant annual accounts do not give a true and fair view of the state of affairs and profit or loss of the Issuer or group, more detailed and/or additional information must be provided.
        10.1 If the Issuer is not required to draw up its accounts so as to give a true and fair view but is required to draw them up to an equivalent standard, the Exchange may allow its accounts to be drawn up to that standard. Reference must, however, be made to the Exchange. If Issuers are in doubt as to what more detailed and/or additional information should be provided, they should apply to the Exchange for guidance.

        NOTIFICATION

        After board meetings

        11. The Issuer shall inform the Exchange immediately after approval by or on behalf of the board of directors or other governing body of:—
        (1) any decision to pass any interest payment on listed debt securities;
        (2) any proposed change in the capital structure;
        11.1 Once a decision has been made to submit any such proposal to the board, no dealings in any of the relevant debt securities should be effected by or on behalf of the Issuer or any of its subsidiaries until the proposal has been announced in accordance with rule 2.07C of the Exchange Listing Rules or abandoned.
        (3) any new issues of debt securities and, in particular, any guarantee or security in respect thereof;
        11.2 The notification of a new issue may be delayed while a marketing or underwriting is in progress.
        (4) any drawing, cancellation or redemption of listed debt securities; and
        (5) any decision to change the general character or nature of the business of the Issuer or group.
        11.3 In discharging the obligations in this paragraph, regard to Note 2.5, and in particular to the Exchange's requirements from time to time in respect of the communication of information of an urgent nature, is required.

        Changes

        12. The Issuer shall inform the Exchange immediately of any decision made in regard to:—
        (1) any proposed material alteration of its memorandum or articles of association or equivalent documents which would affect the rights of holders of its listed debt securities;
        (2) any changes in its directorate, and shall procure that each new director or member of its governing body shall sign and lodge with the Exchange as soon as practicable after their appointment a declaration and undertaking in the form set out in Form B in Appendix 5 to the Exchange Listing Rules;
        (3) any change in the rights attaching to any class of listed debt securities (including any change in the rate of interest carried by a debt security) and any change in the rights attaching to any shares into which any listed debt securities are convertible or exchangeable; and
        (4) any change in its secretary, auditors or registered office or registered place of business in Hong Kong.

        Information relating to rights involving the share capital of another company

        13. Where listed debt securities carry rights of conversion or exchange into or subscription for the share capital of another company, or are guaranteed by another company, the Issuer must ensure that adequate information is at all times available about the other company and about any changes in the rights attaching to the shares to which such rights of conversion, exchange or subscription relate. This must include the availability of the annual report and accounts of the other company together with its half-yearly or other interim reports and any other information necessary for a realistic valuation of such listed debt securities to be made.

        Proposed drawings and closure of books

        14. The Issuer shall inform the Exchange in advance of all proposed drawings to effect partial redemptions, and, in the case of registered debt securities, the date on which it is proposed to close the books for the purpose of making a drawing. The Exchange must be informed immediately of the amount of the debt securities outstanding after any such drawing has been made.

        Other listings

        15. The Issuer must inform the Exchange immediately if any part of the listed debt securities of the Issuer or any of its subsidiaries is listed or dealt in on any other stock exchange, stating which stock exchange.

        Winding-up and liquidation

        16.
        (1) The Issuer shall inform the Exchange on the happening of any of the following events as soon as the same shall come to the attention of the Issuer:—
        (a) the appointment of a receiver or manager either by any court having jurisdiction or under the terms of a debenture or any application to any court having jurisdiction for the appointment of a receiver or manager, or equivalent action in the country of incorporation or other establishment, in respect of the business or any part of the business of the Issuer or the property of the Issuer, its holding company or any major subsidiary;
        (b) the presentation of any winding-up petition, or equivalent application in the country of incorporation or other establishment, or the making of any winding-up order or the appointment of a provisional liquidator, or equivalent action in the country of incorporation or other establishment, against or in respect of the Issuer, its holding company or any major subsidiary;
        (c) the passing of any resolution by the Issuer, its holding company or any major subsidiary that it be wound-up by way of members' or creditors' voluntary winding-up, or equivalent action in the country of incorporation or other establishment;
        (d) the entry into possession of or the sale by any mortgagee of a portion of the Issuer's assets which in aggregate value represents an amount in excess of 15 per cent. of the consolidated net tangible assets of the group; or
        (e) the making of any final judgment, declaration or order by any court or tribunal of competent jurisdiction whether on appeal or at first instance which is not subject to any or further appeal, which may adversely affect the Issuer's enjoyment of any portion of its assets which in aggregate value represents an amount in excess of 15 per cent. of the consolidated net tangible assets of the group.
        (2) For the purposes of (1) above, a "major subsidiary" means a subsidiary representing 15 per cent. or more of the consolidated net tangible assets or pre-tax trading profits of the group.
        16.1 [Repealed 1 October 2013]

        ANNOUNCEMENTS, CIRCULARS AND OTHER DOCUMENTS

        Review of documents

        17. In addition to the specific requirements set out in the Exchange Listing Rules, the Issuer shall:—
        (1) submit to the Exchange copies of drafts, for review before they are issued, of any announcements or advertisements relating to the issue of new or further debt securities or any announcements or advertisements the subject matter of which may involve a change in or relate to or affect arrangements regarding trading in its listed debt securities (including a suspension of dealings);
        (2) submit to the Exchange copies of drafts, for review before they are issued, of any proposed amendment to its memorandum or articles of association or equivalent document which would affect the rights of the holders of its listed debt securities; and
        (3) not issue any of such documents until the Exchange has confirmed to the Issuer that it has no further comments thereon.
        17.1 Four copies of each document are required, which should be submitted in sufficient time for review and, if necessary, re-submission prior to final printing.
        17.2 Every announcement or advertisement which has been reviewed by the Exchange in accordance with the provisions of paragraph 17(1) must contain on the front cover or on the top of the announcement or advertisement a prominent and legible disclaimer statement as follows:

        "Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this advertisement/ announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this advertisement/announcement."
        17A. The Issuer hereby authorises the Exchange to file "applications" (as defined in section 2 of the Securities and Futures (Stock Market Listing) Rules) and those corporate disclosure materials within the meaning of sections 7(1) and (2) of the Securities and Futures (Stock Market Listing) Rules received by the Exchange with the Commission pursuant to sections 5(2) and 7(3) of the Securities and Futures (Stock Market Listing) Rules respectively. Applications and relevant corporate disclosure materials shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe. The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, the Issuer undertakes to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.

        Forwarding of documents, circulars, etc.

        18. The Issuer shall forward to the Exchange:—
        (1) 1 copy of each of the English language version and the Chinese language version of:—
        (a) [Repealed 1 September 2008]
        (b) the annual report and accounts, and where applicable, its summary financial report, at the same time as they are despatched to the holders of its listed debt securities with registered addresses in Hong Kong; and
        (c) any interim report prepared by the Issuer as soon as possible after it has been approved by the board of directors of the Issuer;
        18.1 Wherever practicable the Issuer should provide the Exchange with such reasonable number of additional copies of these documents as the Exchange may request.
        (2) one copy of notices of meetings and notices by advertisement to holders of its bearer debt securities at the same time as they are issued; and
        (3) upon request by the Exchange, such number as may be requested of certified copies of all resolutions of the holders of listed debt securities, within 15 days after they are passed.

        Circulars to holders of debt securities

        19.
        (1) In the event of a circular being issued to the holders of any of the Issuer's listed debt securities, the Issuer shall issue a copy or summary of such circular to the holders of all its other debt securities listed on the Exchange (not being bearer debt securities) unless the contents of such circular are of no material concern to such other holders.
        19.1 Where there is a class of listed debt securities in bearer form, it may be sufficient to publish an announcement in accordance with rule 2.07C of the Exchange Listing Rules referring to the circular and giving an address or addresses from which copies can be obtained.
        (2) The Issuer must ensure that all necessary facilities and information are available to enable holders of its listed debt securities to exercise their rights. In particular, it must inform holders of the holding of meetings which they are entitled to attend, enable them to exercise their right to vote, where applicable, and publish notices in accordance with rule 2.07C of the Exchange Listing Rules or distribute circulars giving details of the allocation and payment of interest in respect of such securities, the issue of new debt securities (including arrangements for the allotment, subscription, renunciation, conversion or exchange of such debt securities) and repayment of debt securities.

        TRADING AND SETTLEMENT

        Registration services, issue of certificates, registration and other fees

        20.
        (1) The Issuer (or its paying agent or registrar) must provide a standard securities registration service in relation to its listed securities in accordance with paragraph 20(2). The Issuer (or its paying agent or registrar) may, but shall not be obliged to, provide an optional securities registration service in accordance with paragraph 20(3) and/or an expedited securities registration service in accordance with paragraph 20(4). The Issuer (or its paying agent or registrar) must also provide a bulk securities registration service in accordance with paragraph 20(5) and a certificate replacement service in accordance with paragraph 20(6). The Issuer shall ensure that where the Issuer (or its paying agent or registrar) charges a fee for registering transfers or cancelling, splitting, consolidating or issuing definitive certificates relating to the Issuer's listed securities, such fee must not exceed, in total, the applicable amounts prescribed in the following sub-paragraphs.
        (2)
        (a) Standard securities registration service: The Issuer shall (or shall procure that its paying agent or registrar shall) issue definitive certificates arising out of a registration of transfer or the cancelling, splitting, consolidating or issuing (otherwise than pursuant to paragraph 20(6)) of certificates within:—
        (i) 10 business days of the date of expiration of any right of renunciation; or
        (ii) 10 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the standard securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$2.50 multiplied by the number of certificates issued; or
        (ii) HK$2.50 multiplied by the number of certificates cancelled.
        (3)
        (a) Optional securities registration service: The Issuer (or its paying agent or registrar) may, but shall not be obliged to, provide an optional securities registration service under which definitive certificates are required to be issued within:—
        (i) 6 business days of the date of expiration of any right of renunciation; or
        (ii) 6 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the optional securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$3.00 multiplied by the number of certificates issued; or
        (ii) HK$3.00 multiplied by the number of certificates cancelled.
        (c) If the Issuer (or its paying agent or registrar) fails to effect any registration within the period of 6 business days specified in sub-paragraph (a) above, the fee for such registration shall be that determined in accordance with paragraph 20(2)(b).
        (4)
        (a) Expedited securities registration service: The Issuer (or its paying agent or registrar) may, but shall not be obliged to, provide an expedited securities registration service under which definitive certificates are required to be issued within:—
        (i) 3 business days of the date of expiration of any right of renunciation; or
        (ii) 3 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the expedited securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$20.00 multiplied by the number of certificates issued; or
        (ii) HK$20.00 multiplied by the number of certificates cancelled.
        (c) If the Issuer (or its paying agent or registrar) fails to effect any registration within the period of 3 business days specified in sub-paragraph (a) above, the registration shall be performed free of charge.
        (5)
        (a) Bulk securities registration service: The Issuer shall (or shall procure that its paying agent or registrar shall) provide a bulk securities registration service, for transfers of listed securities representing 2,000 or more board lots of the Issuer's listed securities where the securities are being transferred from the name of a single holder into the name of another or the same single holder. Certificates shall be issued pursuant to the bulk securities registration service within 6 business days of the receipt of properly execute transfers or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the bulk securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$2.00 multiplied by the number of certificates issued; or
        (ii) HK$2.00 multiplied by the number of certificates cancelled.
        (6) Certificate replacement service: The Issuer shall (or shall procure that its paying agent or registrar shall) provide a certificate replacement service. The fee for replacing certificates:—
        (a) representing securities with a market value of HK$200,000 or less (at the time the request for replacement is made) for a person named on the register shall not exceed HK$200.00, plus the costs incurred by the Issuer (or its paying agent or registrar) in publishing the required public notice; or
        (b) either:—
        (i) representing securities with a market value of more than HK$200,000 (at the time the request for replacement is made); or
        (ii) for a person not named on the register (irrespective of the market value of the securities concerned);
        shall not exceed HK$400.00, plus the costs incurred by the Issuer (or its paying agent or registrar) in publishing the required public notice.
        (7) For the purposes of this paragraph 20 only:—
        (a) the expression "business day" shall exclude Saturdays, Sundays and public holidays in Hong Kong; and
        (b) in computing any period of business days, such period shall be inclusive of the business day on which the relevant transfers, certificates or other documents were received (or, if such documents were not received on a business day, the business day next following their receipt) and of the business day on which the relevant certificates were delivered or otherwise made available.
        (8) The Issuer shall ensure that where the Issuer (or its paying agent or registrar) charges a fee for registering other documents relating to or affecting the title to the Issuer's listed securities (e.g. probate, letters of administration, certificates of death or marriage, powers of attorney or other instruments or memoranda and articles of association in respect of a new corporate holder) or for marking or noting documents, such fee must not exceed HK$5 per item per register:
        20.1 "per item" shall be defined to mean each of such other documents submitted for registration.
        (9) It is the responsibility of an Issuer whose paying agent or registrar is in breach of any of the above provisions of this Agreement to report such breach to the Exchange as soon as it becomes aware of the breach and the Exchange reserves the right to communicate such information to the Commission.
        (10) Save as provided above the Issuer shall ensure that neither it nor its paying agent or registrar or other agents will charge holders or transferee any other fees for any dealings with them in connection with the transfer or transmission of its listed securities.
        (11) References in paragraph 20 to the Issuer's registrar or paying agent providing a service, or to the Issuer procuring that its registrar or paying agent shall provide a service, shall not relieve the Issuer of any obligations in respect of any acts or omissions of its registrar or paying agent.

        Trading limits

        21. Where the market price of the debt securities of the Issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Exchange reserves the right to require the Issuer either to change the trading method or to proceed with a consolidation or splitting of its securities.

        GENERAL

        Paying agent

        22. The Issuer must appoint and maintain a paying agent and/or, where appropriate, a registrar in Hong Kong until the date on which no listed debt security is outstanding, unless the Issuer itself performs these functions. Such paying agent must provide facilities for obtaining new debt securities, in accordance with the terms and conditions of the debt securities, to replace those debt securities which have been damaged, lost, stolen or destroyed and for all other purposes provided for in the terms and conditions of the debt securities.

        Equality of treatment

        23. The Issuer shall ensure equality of treatment for all holders of its listed debt securities of the same class in respect of all rights attaching to such securities.
        23.1 In the case of overseas issuers the Exchange may, in exceptional circumstances, permit early repayment contrary to this paragraph, provided that such repayment is in accordance with national law.

        Response to enquiries

        24. Where the Exchange makes enquiries concerning unusual movements in the price or trading volume of the Issuer's listed debt securities, the possible development of a false market in the securities, or any other matters, the Issuer shall respond promptly as follows:
        (1) provide to the Exchange and, if requested by the Exchange, announce, any information relevant to the subject matter(s) of the enquiries which is available to it, so as to inform the market or to clarify the situation; or
        (2) if, and only if, the directors of the Issuer, having made such enquiry with respect to the Issuer as may be reasonable in the circumstances, are not aware of any matter or development that is or may be relevant to the unusual trading movement of its listed debt securities, or information necessary to avoid a false market, or any inside information which needs to be disclosed under the Securities and Futures Ordinance, and if requested by the Exchange, make an announcement containing a statement to that effect.

        Notes:
        1. The Issuer does not need to disclose inside information under the Rules if disclosure of the information is exempted under the Inside Information Provisions.
        2. The Exchange reserves the right to direct a trading halt of the Issuer's securities if an announcement under paragraph 24(1) or 24(2) cannot be made promptly.

        Trading halt or trading suspension

        24A. Without prejudice to the Exchange's ability to direct the halt, suspension and resumption of trading in the Issuer's listed debt securities, the Issuer and/or the Guarantor must, as soon as reasonably practicable, apply for a trading halt or a trading suspension in any of the following circumstances where an announcement cannot be made promptly:
        (1) the Issuer and/or the Guarantor has information which must be disclosed under paragraph 2(1)(b) or 2A; or
        (2) the Issuer and/or the Guarantor reasonably believes that there is inside information which must be disclosed under the Inside Information Provisions; or
        (3) circumstances exist where it reasonably believes or it is reasonably likely that confidentiality may have been lost in respect of inside information which:
        (a) is the subject of an application to the Commission for a waiver; or
        (b) falls within any of the exceptions to the obligation to disclose inside information under the Inside Information Provisions in section 307D(2) of the SFO.

        Note: The Issuer and/or the Guarantor does not need to disclose inside information under the Rules if disclosure of the information is exempted under the Inside Information Provisions.

        Variation

        25.
        (1) The Exchange shall be entitled to require the publication of further information by and impose additional requirements on the Issuer where it considers that circumstances so justify, but will allow representations by the Issuer before imposing any such requirements on it which are not imposed on listed issuers generally.
        (2) The Exchange shall be entitled, subject to the consent of the Commission, to revise the terms of this Agreement and the related notes generally, and the Issuer agrees that it will comply with any such revision and will, if so required, enter into a new listing agreement in the revised form by way of confirmation.

        Law

        26. This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong and the Issuer hereby submits to the jurisdiction of the courts of Hong Kong.

        Directors' contact information

        27. The Issuer shall inform the Exchange as soon as reasonably practicable of any change(s) in the contact information, including address(es) and telephone number(s), of its directors.
        28. If and when requested by the Exchange, the Issuer shall use its best endeavours to assist the Exchange to locate the whereabouts of any director who has since resigned from his directorship in the Issuer.

        IN WITNESS WHEREOF the parties hereto have hereunto set their hands this                    day of               20          .





        ..........................................................................................
        for and on behalf of the
        Issuer as authorised thereto
        by resolution of the board of
        directors dated.............................................................




        ..........................................................................................
        for and on behalf of the Exchange

      • Part D Type of Security: Debt

        Part D

        Type of Security: Debt

        Type of Issuer: States and Supranationals

        The following is the text of the Listing Agreement denoted in bold type, each paragraph being followed (where appropriate) by notes denoted in italics on its interpretation and application.

        This Agreement is entered into between ............................................ ("the Issuer") and THE STOCK EXCHANGE OF HONG KONG LIMITED ("the Exchange") whereby the Issuer undertakes to the Exchange to perform the covenants set out hereunder fully and in good faith (each such covenant to be read and construed in accordance with and subject to the related notes from time to time appearing in the Exchange Listing Rules).

        INTERPRETATION

        1.
        (1) In this Agreement, unless the context otherwise requires:—
        "Exchange Listing Rules" means the rules governing the listing of securities on the Exchange contained in the book entitled "Rules Governing the Listing of Securities" published by the Exchange as amended from time to time in accordance with the Exchange Listing Rules.

        "listed debt securities" means debt securities which are listed on the Exchange.
        (2) In this Agreement, unless the context otherwise requires, terms used which are defined or interpreted in the Exchange Listing Rules shall have the same meaning as in the Exchange Listing Rules.
        (3) Where this Agreement requires anything to be sent by any person in Hong Kong to any person outside Hong Kong and vice versa such thing shall be sent, where practicable, by airmail.
        (4) Any notice to be given under this Agreement shall be in writing and any notice to the holder of a bearer debt security may be given by being published in accordance with rule 2.07C of the Exchange Listing Rules.

        DISCLOSURE

        General matters

        2. Generally and apart from compliance with all the specific requirements of this Agreement, the Issuer must comply with the following:—
        (1)
        (a) [Repealed 1 January 2013]
        (b) Where in the view of the Exchange there is or there is likely to be a false market in its listed debt securities, the Issuer must, as soon as reasonably practicable after consultation with the Exchange, announce the information necessary to avoid a false market in its securities;

        Note: If the Issuer believes that there is likely to be a false market in its listed debt securities, it must contact the Exchange as soon as reasonably practicable.
        (c) [Repealed 1 January 2013]
        2.1 [Repealed 1 January 2013]
        2.2 References in this Agreement to informing the Exchange mean delivery of the relevant information to the Exchange in the manner determined by the Exchange from time to time and promulgated by way of a practice note to the Exchange Listing Rules.
        2.3 Any obligation to inform holders of the Issuer's listed debt securities or the public will be satisfied by the information being published in an announcement in accordance with rule 2.07C of the Exchange Listing Rules except where this Agreement requires some other form of notification. Certain such announcements must first have been reviewed by the Exchange in accordance with paragraph 6 of this Agreement.
        2.4 [Repealed 1 January 2013]
        (d)
        (i) Where the Issuer is required to disclose inside information under the Inside Information Provisions of the Securities and Futures Ordinance, it must also simultaneously announce the information.
        (ii) The Issuer must simultaneously copy to the Exchange any application to the Commission for a waiver from disclosure under the Inside Information Provisions, and promptly upon being notified of the Commission's decision copy the Exchange with the Commission's decision.
        (e) The Issuer and its directors must take all reasonable steps to maintain strict confidentiality of inside information until it is announced.
        (f) The Issuer must not divulge any information in such a way as to place in a privileged dealing position any person or class or category of persons. It must not release any information in such a way that Exchange transactions may be entered into at prices which do not reflect the latest available information.
        (g) The Issuer and its directors must seek to ensure that dealings do not take place between parties one of whom does not have inside information which the other possesses.
        (2) it releases information to the Hong Kong market at the same time as the information is released to any other stock exchange on which its debt securities are listed; and
        (3) the Exchange Listing Rules in force from time to time.
        2A. Where the debt securities are guaranteed, the Guarantor must announce, as soon as reasonably practicable, any information which may have a material effect on its ability to meet the obligations under the debt securities.

        NOTIFICATION

        General

        3. The Issuer must inform the Exchange immediately after the approval of:—
        (1) any decision to pass any interest payment on listed debt securities;
        (2) any new issues of listed debt securities and, in particular, any guarantee or security in respect thereof; and
        3.1 The notification of a new issue may be delayed while a marketing or underwriting is in progress.
        (3) any decision made in regard to any change in the rights attaching to listed debt securities (including any change in the rate of interest carried by a debt security).
        3.2 In discharging the obligations in paragraph 3, regard to Note 2.2, and in particular to the Exchange's requirements from time to time in respect of the communication of information of an urgent nature, is required.

        Purchase, redemption, cancellation, drawings or proposed drawings and closures of registers

        4. The Issuer shall inform the Exchange of any purchase, redemption, cancellation, drawing or proposed drawings to effect partial redemptions by the Issuer of its listed debt securities as soon as possible after such purchase, redemption, cancellation or drawing and, in the case of registered debt securities, the date on which it is proposed to close the register for the purpose of making a drawing. The notification should also state the amount of the relevant debt securities outstanding after such operations.
        4.1 Purchases of listed debt securities may be aggregated and a notification should be made when 10 per cent. of the outstanding amount of a listed debt security has been acquired. If the Issuer purchases further amounts of that security a notification should be made whenever an additional 5 per cent. has been acquired.

        Other listings

        5. The Issuer must inform the Exchange immediately if any part of its listed debt securities is listed or dealt in on any other stock exchange, stating which stock exchange.

        ANNOUNCEMENTS, CIRCULARS AND OTHER DOCUMENTS

        Review of documents

        6. In addition to the specific requirements set out in the Exchange Listing Rules, the Issuer shall:—
        (1) submit to the Exchange copies of drafts, for review before they are issued, of any announcements or advertisements relating to the issue of new or further debt securities or proposed listing of debt securities on the Exchange or any announcements or advertisements the subject matter of which may involve a change in or relate to or affect arrangements regarding trading in its listed debt securities (including a suspension of dealings); and
        (2) not issue any of such documents until the Exchange has confirmed to the Issuer that it has no further comments thereon.
        6.1 Four copies of each document are required, which should be submitted in sufficient time for review and, if necessary, re-submission prior to final printing.
        6.2 Every announcement or advertisement which has been reviewed by the Exchange in accordance with the provisions of paragraph 6(1) must contain on the front cover or on the top of the announcement or advertisement a prominent and legible disclaimer statement as follows:—

        "Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this advertisement/ announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this advertisement/announcement."
        6A. The Issuer hereby authorises the Exchange to file "applications" (as defined in section 2 of the Securities and Futures (Stock Market Listing) Rules) and those corporate disclosure materials within the meaning of sections 7(1) and (2) of the Securities and Futures (Stock Market Listing) Rules received by the Exchange with the Commission pursuant to sections 5(2) and 7(3) of the Securities and Futures (Stock Market Listing) Rules respectively. Applications and relevant corporate disclosure materials shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe. The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, the Issuer undertakes to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.

        Forwarding of documents, circulars, etc.

        7. The Issuer shall forward to the Exchange:—
        (1) one copy of all notices of meetings, notices by advertisement to holders of its bearer debt securities and reports at the same time as they are issued; and
        (2) upon request by the Exchange, such number as may be requested of certified copies of all resolutions of the holders of listed debt securities within 15 days after they are passed.
        7.1 The Exchange reserves the right to request more copies of such documents and if it so requests, the Issuer shall supply it with the requisite number of copies as soon as practicable.

        Communication to holders of debt securities

        8. The Issuer must ensure that all necessary facilities and information are available to enable holders of its listed debt securities to exercise their rights.
        8.1 Any notice to be given under this Agreement should be in writing and any notice to the holder of a bearer debt security may be given by being published in accordance with rule 2.07C of the Exchange Listing Rules.

        TRADING AND SETTLEMENT

        Registration services, issue of certificates, registration and other fees

        9.
        (1) The Issuer (or its paying agent or registrar) must provide a standard securities registration service in relation to its listed securities in accordance with paragraph 9(2). The Issuer (or its paying agent or registrar) may, but shall not be obliged to, provide an optional securities registration service in accordance with paragraph 9(3) and/or an expedited securities registration service in accordance with paragraph 9(4). The Issuer (or its paying agent or registrar) must also provide a bulk securities registration service in accordance with paragraph 9(5) and a certificate replacement service in accordance with paragraph 9(6). The Issuer shall ensure that where the Issuer (or its paying agent or registrar) charges a fee for registering transfers or cancelling, splitting, consolidating or issuing definitive certificates relating to the Issuer's listed securities, such fee must not exceed, in total, the applicable amounts prescribed in the following sub-paragraphs.
        (2)
        (a) Standard securities registration service: The Issuer shall (or shall procure that its paying agent or registrar shall) issue definitive certificates arising out of a registration of transfer or the cancelling, splitting, consolidating or issuing (otherwise than pursuant to paragraph 9(6)) of certificates within:—
        (i) 10 business days of the date of expiration of any right of renunciation; or
        (ii) 10 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the standard securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$2.50 multiplied by the number of certificates issued; or
        (ii) HK$2.50 mulitiplied by the number of certificates cancelled.
        (3)
        (a) Optional securities registration service: The Issuer (or its paying agent or registrar) may, but shall not be obliged to, provide an optional securities registration service under which definitive certificates are required to be issued within:—
        (i) 6 business days of the date of expiration of any right of renunciation; or
        (ii) 6 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the optional securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$3.00 multiplied by the number of certificates issued; or
        (ii) HK$3.00 multiplied by the number of certificates cancelled.
        (c) If the Issuer (or its paying agent or registrar) fails to effect any registration within the period of 6 business days specified in sub-paragraph (a) above, the fee for such registration shall be that determined in accordance with paragraph 9(2)(b).
        (4)
        (a) Expedited securities registration service: The Issuer (or its paying agent or registrar) may, but shall not be obliged to, provide an expedited securities registration service under which definitive certificates are required to be issued within:—
        (i) 3 business days of the date of expiration of any right of renunciation; or
        (ii) 3 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the expedited securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$20.00 multiplied by the number of certificates issued; or
        (ii) HK$20.00 multiplied by the number of certificates cancelled.
        (c) If the Issuer (or its paying agent or registrar) fails to effect any registration within the period of 3 business days specified in sub-paragraph (a) above, the registration shall be performed free of charge.
        (5)
        (a) Bulk securities registration service: The Issuer shall (or shall procure that its paying agent or registrar shall) provide a bulk securities registration service, for transfers of listed securities representing 2,000 or more board lots of the Issuer's listed securities where the securities are being transferred from the name of a single holder into the name of another or the same single holder. Certificates shall be issued pursuant to the bulk securities registration service within 6 business days of the receipt of properly executed transfers or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the bulk securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$2.00 multiplied by the number of certificates issued; or
        (ii) HK$2.00 multiplied by the number of certificates cancelled.
        (6) Certificate replacement service: The Issuer shall (or shall procure that its paying agent or registrar shall) provide a certificate replacement service. The fee for replacing certificates:—
        (a) representing securities with a market value of HK$200,000 or less (at the time the request for replacement is made) for a person named on the register shall not exceed HK$200.00, plus the costs incurred by the Issuer (or its paying agent or registrar) in publishing the required public notice; or
        (b) either:—
        (i) representing securities with a market value of more than HK$200,000 (at the time the request for replacement is made); or
        (ii) for a person not named on the register (irrespective of the market value of the securities concerned);
        shall not exceed HK$400.00, plus the costs incurred by the Issuer (or its paying agent or registrar) in publishing the required public notice.
        (7) For the purposes of this paragraph 9 only:—
        (a) the expression "business day" shall exclude Saturdays, Sundays and public holidays in Hong Kong; and
        (b) in computing any period of business days, such period shall be inclusive of the business day on which the relevant transfers, certificates or other documents were received (or, if such documents were not received on a business day, the business day next following their receipt) and of the business day on which the relevant certificates were delivered or otherwise made available.
        (8) The Issuer shall ensure that where the Issuer (or its paying agent or registrar) charges a fee for registering other documents relating to or affecting the title to the Issuer's listed securities (e.g. probate, letters of administration, certificates of death or marriage, powers of attorney or other instruments or memoranda and articles of association in respect of a new corporate holder) or for marking or noting documents, such fee must not exceed HK$5 per item per register.
        9.1 "per item" shall be defined to mean each of such other documents submitted for registration.
        (9) It is the responsibility of an Issuer whose paying agent or registrar is in breach of any of the above provisions of this Agreement to report such breach to the Exchange as soon as it becomes aware of the breach and the Exchange reserves the right to communicate such information to the Commission.
        (10) Save as provided above the Issuer shall ensure that neither it nor its paying agent or registrar or other agents will charge holders or transferees any other fees for any dealings with them in connection with the transfer or transmission of its listed securities.
        (11) References in paragraph 9 to the Issuer's registrar or paying agent providing a service, or to the Issuer procuring that its registrar or paying agent shall provide a service, shall not relieve the Issuer of any obligations in respect of any acts or omissions of its registrar or paying agent.

        GENERAL

        Paying agent

        10. The Issuer must appoint and maintain a paying agent and/or, where appropriate, a registrar, in Hong Kong until the date on which no listed debt security is outstanding, unless the Issuer itself performs these functions. Such paying agent must provide facilities for obtaining new listed debt securities, in accordance with the terms and conditions of the debt securities, to replace those listed debt securities which have been damaged, lost, stolen or destroyed and for all other purposes provided for in the terms and conditions of the debt securities.

        Equality of treatment

        11. The Issuer shall ensure equality of treatment for all holders of its listed debt securities of the same class in respect of all rights attaching to such securities.
        11.1 The Exchange may, in exceptional circumstances, permit early repayment contrary to this paragraph, provided that such repayment is in accordance with national law.

        Variation

        12.
        (1) The Exchange shall be entitled to require the publication of further information by and impose additional requirements on the Issuer where it considers that circumstances so justify, but will allow representations by the Issuer before imposing any such requirements on it which are not imposed on listed issuers generally.
        (2) The Exchange shall be entitled, subject to the consent of the Commission, to revise the terms of this Agreement and the related notes generally, but will allow representations by the Issuer before making such revisions and the Issuer agrees that it will comply with any such revision and will, if so required, enter into a new listing agreement in the revised form by way of confirmation.

        Law

        13. This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong and the Issuer hereby submits to the jurisdiction of the courts of Hong Kong.

        IN WITNESS WHEREOF the parties hereto have hereunto set their hands this                    day of               20          .





        ..........................................................................................
        for and on behalf of the Issuer


        ..........................................................................................
        for and on behalf of the Exchange

      • Part E Type of Security: Debt

        Part E

        Type of Security: Debt

        Type of Issuer: State Corporations and Banks

        The following is the text of the Listing Agreement denoted in bold type, each paragraph being followed (where appropriate) by notes denoted in italics on its interpretation and application.

        This Agreement is entered into between ........................................... ("the Issuer") and THE STOCK EXCHANGE OF HONG KONG LIMITED ("the Exchange") whereby the Issuer undertakes to the Exchange to perform the covenants set out hereunder fully and in good faith (each such covenant to be read and construed in accordance with and subject to the related notes from time to time appearing in the Exchange Listing Rules).

        INTERPRETATION

        1.
        (1) In this Agreement, unless the context otherwise requires:—
        "Exchange Listing Rules" means the rules governing the listing of securities on the Exchange contained in the book entitled "Rules Governing the Listing of Securities" published by the Exchange as amended from time to time in accordance with the Exchange Listing Rules;

        "financial year" means the period in respect of which any profit and loss account of a company laid or to be laid before it in general meeting is made up, whether that period is a year or not; and

        "group" means the Issuer and its subsidiaries, if any.

        "listed debt securities'" means debt securities which are listed on the Exchange.
        (2) In this Agreement, unless the context otherwise requires, terms used which are defined or interpreted in the Exchange Listing Rules shall have the same meaning as in the Exchange Listing Rules.
        (3) Where this Agreement requires anything to be sent by any person in Hong Kong to any person outside Hong Kong and vice versa such thing shall be sent, where practicable, by airmail.
        (4) Any notice to be given under this Agreement shall be in writing and any notice to the holder of a bearer debt security may be given by being published in accordance with rule 2.07C of the Exchange Listing Rules.

        DISCLOSURE

        General matters

        2. Generally and apart from compliance with all the specific requirements of this Agreement, the Issuer must comply with the following:—
        (1)
        (a) [Repealed 1 January 2013]
        (b) Where in the view of the Exchange there is or there is likely to be a false market in its listed debt securities, the Issuer must, as soon as reasonably practicable, announce the information necessary to avoid a false market in its securities;

        Note: If the Issuer believes that there is likely to be a false market in its listed debt securities, it must contact the Exchange as soon as reasonably practicable.
        (c) [Repealed 1 January 2013]
        2.1 [Repealed 1 January 2013]
        2.2 [Repealed 1 January 2013]
        2.3 [Repealed 1 January 2013]
        2.4 [Repealed 1 January 2013]
        2.5 References in this Agreement to informing the Exchange mean delivery of the relevant information to the Exchange in the manner determined by the Exchange from time to time and promulgated by way of a practice note to the Exchange Listing Rules.
        2.6 Any obligation to inform holders of the Issuer's debt securities or the public will be satisfied by the information being published in an announcement in accordance with rule 2.07C of the Exchange Listing Rules except where this Agreement requires some other form of notification. Certain such announcements must first have been reviewed by the Exchange in accordance with paragraph 11 of this Agreement.
        2.7 [Repealed 1 January 2013]
        2.8 [Repealed 1 January 2013]
        2.9 [Repealed 1 January 2013]
        (d)
        (i) Where the Issuer is required to disclose inside information under the Inside Information Provisions of the Securities and Futures Ordinance, it must also simultaneously announce the information.
        (ii) The Issuer must simultaneously copy to the Exchange any application to the Commission for a waiver from disclosure under the Inside Information Provisions, and promptly upon being notified of the Commission's decision copy the Exchange with the Commission's decision.
        (e) The Issuer and its directors must take all reasonable steps to maintain strict confidentiality of inside information until it is announced.
        (f) The Issuer must not divulge any information in such a way as to place in a privileged dealing position any person or class or category of persons. It must not release any information in such a way that Exchange transactions may be entered into at prices which do not reflect the latest available information.
        (g) The Issuer and its directors must seek to ensure that dealings do not take place between parties one of whom does not have inside information which the other possesses.
        (2) it releases information to the Hong Kong market at the same time as the information is released to any other stock exchange on which its debt securities are listed; and
        (3) the Exchange Listing Rules in force from time to time.
        2A. Where the debt securities are guaranteed, the Guarantor must, as soon as reasonably practicable, announce any information which may have a material effect on its ability to meet the obligations under the debt securities.

        Availability of annual report and accounts

        3. If the documents of title to any listed debt securities are in bearer form, copies of the accounts of the Issuer and auditors' report and directors' report thereon may be obtained from the paying agent without charge. Where the listed debt security is convertible, exchangeable or carries subscription rights which are exercisable into the securities of another company, copies of the accounts of that other company and of the auditors' report and directors' report thereon must also be so available.

        ANNUAL ACCOUNTS

        Distribution of annual report and accounts

        4.
        (1) The Issuer shall send to:—
        (a) the trustee or fiscal agent in respect of its listed debt securities; and
        (b) every holder of its listed debt securities (not being bearer debt securities),
        annual accounts within nine months of the end of the financial year to which they relate together with an annual report if required by its national law. If the Issuer has subsidiaries the accounts must be in consolidated form unless the Issuer has in the past always presented accounts on another basis. The Issuer's own accounts must be published in addition if they contain significant additional information.
        (2) If the relevant annual accounts do not give a true and fair view of the assets and liabilities, financial position and profit or loss of the Issuer or group, more detailed and/or additional information must be provided.
        4.1 [Repealed 1 April 2015]
        4.2 If the Issuer is not required to draw up its accounts so as to give a true and fair view but is required to draw them up to an equivalent standard, the Exchange may allow its accounts to be drawn up to that standard. Reference must, however, be made to the Exchange. If Issuers are in doubt as to what more detailed and/or additional information should be provided, they should apply to the Exchange for guidance.
        4.3 The Issuer must send 1 copy of the annual report and accounts to the Exchange at the same time as they are despatched to the holders of its listed debt securities with registered addresses in Hong Kong (see paragraph 12).

        NOTIFICATION

        After board meetings

        5. The Issuer shall inform the Exchange immediately after approval by or on behalf of the board of directors or other governing body of:—
        (1) any decision to pass any interest payment on listed debt securities;
        (2) any proposed change in the capital structure;
        5.1 Once a decision has been made to submit any such proposal to the board, no dealings in any of the relevant listed debt securities should be effected by or on behalf of the Issuer or any of its subsidiaries until the proposal has been announced or abandoned.
        (3) any new issues of listed debt securities and, in particular, any guarantee or security in respect thereof;
        5.2 The notification of a new issue may be delayed while a marketing or underwriting is in progress.
        5.3 In discharging the obligations in this paragraph, regard to Note 2.5, and in particular to the Exchange's requirements from time to time in respect of the communication of information of an urgent nature, is required.

        Changes

        6. The Issuer shall inform the Exchange immediately of any decision made in regard to:—
        (1) any proposed material alteration of its memorandum or articles of association or equivalent documents which would affect the rights of holders of its listed debt securities; and
        (2) any change in the rights attaching to any class of listed debt securities (including any change in the rate of interest carried by a debt security) and any change in the rights attaching to any shares into which any listed debt securities are convertible or exchangeable.

        Purchase, redemption, cancellation, drawings or proposed drawings and closure of registers

        7. The Issuer shall inform the Exchange of any purchase, redemption, cancellation, drawing or proposed drawings to effect partial redemptions by the Issuer, or any member of the group, of its listed debt securities as soon as possible after such purchase, redemption or cancellation or drawing and, in the case of registered debt securities, the date on which it is proposed to close the register for the purpose of making such a drawing. The notification should also state the amount of the relevant listed or registered debt securities outstanding after such operations.
        7.1 Purchases of listed debt securities may be aggregated and a notification should be made when 10 per cent of the outstanding amount of a listed debt security has been acquired. If the Issuer purchases further amounts of that security a notification should be made whenever an additional 5 per cent. has been acquired.

        Information relating to rights involving the share capital of another company

        8. Where listed debt securities carry rights of conversion or exchange into or subscription for the share capital of another company, or are guaranteed by another company, the Issuer must ensure that adequate information is at all times available about the other company and about any changes in the rights attaching to the shares to which such rights of conversion, exchange or subscription relate. This must include the availability of the annual report and accounts of the other company together with its half-yearly or other interim reports and any other information necessary for a realistic valuation of such listed debt securities to be made.

        Other listings

        9. The Issuer must inform the Exchange immediately if any part of the debt securities of the Issuer or any of its subsidiaries is listed or dealt in on any other stock exchange, stating which stock exchange.

        Winding-up and liquidation

        10. The Issuer shall inform the Exchange on the happening of any of the events of default under the terms and conditions of any listed debt securities as soon as the same shall come to its attention.
        10.1 [Repealed 1 January 2013]

        ANNOUNCEMENTS, CIRCULARS AND OTHER DOCUMENTS

        Review of documents

        11. In addition to the specific requirements set out in the Exchange Listing Rules, the Issuer shall:—
        (1) submit to the Exchange copies of drafts, for review before they are issued, of any announcements or advertisements relating to the issue of new or further listed debt securities or proposed listing of debt securities on the Exchange or any announcements or advertisements the subject matter of which may involve a change in or relate to or affect arrangements regarding trading in its listed debt securities (including a suspension of dealings);
        (2) submit to the Exchange copies of drafts, for review before they are issued, of any proposed amendment to its memorandum or articles of association or equivalent document which would affect the rights of the holders of its listed debt securities; and
        (3) not issue any of such documents until the Exchange has confirmed to the Issuer that it has no further comments thereon.
        11.1 Four copies of each document are required, which should be submitted in sufficient time for review and, if necessary, re-submission prior to final printing.
        11.2 Every announcement or advertisement which has been reviewed by the Exchange in accordance with the provisions of paragraph 11(1) must contain on the front cover or on the top of the announcement or advertisement a prominent and legible disclaimer statement as follows:—

        "Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this advertisement/ announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this advertisement/announcement."
        11A. The Issuer hereby authorises the Exchange to file "applications" (as defined in section 2 of the Securities and Futures (Stock Market Listing) Rules) and those corporate disclosure materials within the meaning of sections 7(1) and (2) of the Securities and Futures (Stock Market Listing) Rules received by the Exchange with the Commission pursuant to sections 5(2) and 7(3) of the Securities and Futures (Stock Market Listing) Rules respectively. Applications and relevant corporate disclosure materials shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe. The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, the Issuer undertakes to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.

        Forwarding of circulars and other documents

        12. The Issuer shall forward to the Exchange:—
        (1) one copy of:—
        (a) [Repealed 1 September 2008]
        (b) the annual report and accounts at the same time as they are issued; and
        (c) any interim report prepared by the Issuer as soon as possible after it has been approved by the board of directors or other governing body of the Issuer;
        (2) one copy of notices of meetings and notices by advertisement to holders of its bearer debt securities at the same time as they are issued; and
        (3) upon request by the Exchange, such number as may be requested of certified copies of all resolutions of the holders of listed debt securities, within 15 days after they are passed.
        12.1 The Exchange reserves the right to request more copies of such documents, and if it so requests the Issuer shall supply it with the requisite number of copies as soon as practicable.

        Communication to holders of listed debt securities

        13. The Issuer must ensure that all necessary facilities and information are available to enable holders of its listed debt securities to exercise their rights.
        13.1 Any notice to be given under this Agreement shall be in writing and any notice to the holder of a bearer debt security may be given by being published in accordance with rule 2.07C of the Exchange Listing Rules.

        TRADING AND SETTLEMENT

        Registration services, issue of certificates, registration and other fees

        14.
        (1) The Issuer (or its paying agent or registrar) must provide a standard securities registration service in relation to its listed securities in accordance with paragraph 14(2). The Issuer (or its paying agent or registrar) may, but shall not be obliged to, provide an optional securities registration service in accordance with paragraph 14(3) and/or an expedited securities registration service in accordance with paragraph 14(4). The Issuer (or its paying agent or registrar) must also provide a bulk securities registration service in accordance with paragraph 14(5) and a certificate replacement service in accordance with paragraph 14(6). The Issuer shall ensure that where the Issuer (or its paying agent or registrar) charges a fee for registering transfers or cancelling, splitting, consolidating or issuing definitive certificates relating to the Issuer's listed securities, such fee must not exceed, in total, the applicable amounts prescribed in the following sub-paragraphs.
        (2)
        (a) Standard securities registration service: The Issuer shall (or shall procure that its paying agent or registrar shall) issue definitive certificates arising out of a registration of transfer or the cancelling, splitting, consolidating or issuing (otherwise than pursuant to paragraph 14(6)) of certificates within:—
        (i) 10 business days of the date of expiration of any right of renunciation; or
        (ii) 10 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the standard securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$2.50 multiplied by the number of certificates issued; or
        (ii) HKS2.50 multiplied by the number of certificates cancelled.
        (3)
        (a) Optional securities registration service: The Issuer (or its paying agent or registrar) may, but shall not be obliged to, provide an optional securities registration service under which definitive certificates are required to be issued within:—
        (i) 6 business days of the date of expiration of any right of renunciation; or
        (ii) 6 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the optional securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$3.00 multiplied by the number of certificates issued; or
        (ii) HK$3.00 multiplied by the number of certificates cancelled.
        (c) If the Issuer (or its paying agent or registrar) fails to effect any registration within the period of 6 business days specified in sub-paragraph (a) above, the fee for such registration shall be that determined in accordance with paragraph 14(2)(b).
        (4)
        (a) Expedited securities registration service: The Issuer (or its paying agent or registrar) may, but shall not be obliged to, provide an expedited securities registration service under which definitive certificates are required to be issued within:—
        (i) 3 business days of the date of expiration of any right of renunciation; or
        (ii) 3 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the expedited securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$20.00 multiplied by the number of certificates issued; or
        (ii) HK$20.00 multiplied by the number of certificates cancelled.
        (c) If the Issuer (or its paying agent or registrar) fails to effect any registration within the period of 3 business days specified in sub-paragraph (a) above, the registration shall be performed free of charge.
        (5)
        (a) Bulk securities registration service: The Issuer shall (or shall procure that its paying agent or registrar shall) provide a bulk securities registration service, for transfers of listed securities representing 2,000 or more board lots of the Issuer's listed securities where the securities are being transferred from the name of a single holder into the name of another or the same single holder.

        Certificates shall be issued pursuant to the bulk securities registration service within 6 business days of the receipt of properly executed transfers or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the bulk securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$2.00 multiplied by the number of certificates issued; or
        (ii) HK$2.00 multiplied by the number of certificates cancelled.
        (6) Certificate replacement service: The Issuer shall (or shall procure that its paying agent or registrar shall) provide a certificate replacement service. The fee for replacing certificates:—
        (a) representing securities with a market value of HK$200,000 or less (at the time the request for replacement is made) for a person named on the register shall not exceed HK$200.00, plus the costs incurred by the Issuer (or its paying agent or registrar) in publishing the required public notice; or
        (b) either:—
        (i) representing securities with a market value of more than HK$200,000 (at the time the request for replacement is made); or
        (ii) for a person not named on the register (irrespective of the market value of the securities concerned);
        shall not exceed HK$400.00, plus the costs incurred by the Issuer (or its paying agent or registrar) in publishing the required public notice.
        (7) For the purposes of this paragraph 14 only:—
        (a) the expression "business day" shall exclude Saturdays, Sundays and public holidays in Hong Kong; and
        (b) in computing any period of business days, such period shall be inclusive of the business day on which the relevant transfers, certificates or other documents were received (or, if such documents were not received on a business day, the business day next following their receipt) and of the business day on which the relevant certificates were delivered or otherwise made available.
        (8) The Issuer shall ensure that where the Issuer (or its paying agent or registrar) charges a fee for registering other documents relating to or affecting the title to the Issuer's listed securities (e.g. probate, letters of administration, certificates of death or marriage, powers of attorney or other instruments or memoranda and articles of association in respect of a new corporate holder) or for marking or noting documents, such fee must not exceed HK$5 per item per register:
        14.1 "per item" shall be defined to mean each of such other documents submitted for registration.
        (9) It is the responsibility of an Issuer whose paying agent or registrar is in breach of any of the above provisions of this Agreement to report such breach to the Exchange as soon as it becomes aware of the breach and the Exchange reserves the right to communicate such information to the Commission.
        (10) Save as provided above the Issuer shall ensure that neither it nor its paying agent or registrar or other agents will charge holders or transferees any other fees for any dealings with them in connection with the transfer or transmission of its listed securities.
        (11) References in paragraph 14 to the Issuer's registrar or paying agent providing a service, or to the Issuer procuring that its registrar or paying agent shall provide a service, shall not relieve the Issuer of any obligations in respect of any acts or omissions of its registrar or paying agent.

        GENERAL

        Paying agent

        15. The Issuer must appoint and maintain a paying agent and/or, where appropriate, a registrar, in Hong Kong until the date on which no listed debt security is outstanding, unless the Issuer itself performs these functions. Such paying agent must provide facilities for obtaining new listed debt securities, in accordance with the terms and conditions of the listed debt securities, to replace those listed debt securities which have been damaged, lost, stolen or destroyed and for all other purposes provided for in the terms and conditions of the listed debt securities.

        Equality of treatment

        16. The Issuer shall ensure equality of treatment for all holders of listed debt securities of the same class in respect of all rights attaching to such listed debt securities.
        16.1 In the case of overseas Issuers the Exchange may, in exceptional circumstances, permit early repayment contrary to this paragraph, provided that such repayment is in accordance with national law.

        Variation

        17.
        (1) The Exchange shall be entitled to require the publication of further information by and impose additional requirements on the Issuer where it considers that circumstances so justify, but will allow representations by the Issuer before imposing any such requirements on it which are not imposed on listed issuers generally.
        (2) The Exchange shall be entitled, subject to the consent of the Commission, to revise the terms of this Agreement and the related notes generally, but will allow representations by the Issuer before making such revisions and the Issuer agrees that it will comply with any such revision and will, if so required, enter into a new listing agreement in the revised form by way of confirmation.

        Law

        18. This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong and the Issuer hereby submits to the jurisdiction of the courts of Hong Kong.

        IN WITNESS WHEREOF the parties hereto have hereunto set their hands this                    day of               19          .





        ..........................................................................................
        for and on behalf of the
        Issuer as authorised thereto
        by resolution of [                                 ]
        dated
        ...............................................................................




        ..........................................................................................
        for and on behalf of the Exchange

      • Part F [Repealed]


      • Part G Type of Security: Interests in Collective Investment Schemes

        Part G

        Type of Security: Interests in Collective Investment Schemes

        Type of Issuer: Authorised Collective Investment Schemes wherever incorporated

        The following is the text of the Listing Agreement denoted in bold type, each paragraph being followed (where appropriate) by notes denoted in italics on its interpretation and application.

        This Agreement is entered into between ....................................................................................................... (the "Covenantors") and THE STOCK EXCHANGE OF HONG KONG LIMITED (the "Exchange") whereby the Covenantors undertake to the Exchange to perform the covenants set out hereunder fully and in good faith (each such covenant to be read and construed in accordance with and subject to the related notes from time to time appearing in the Exchange Listing Rules).

        INTERPRETATION

        1. In this Agreement, unless the context otherwise requires, terms used which are defined in the Exchange Listing Rules shall have the same meaning as in the Exchange Listing Rules.

        COMPLIANCE WITH THE COMMISSION'S AUTHORISATION CONDITIONS

        2. The Covenantors hereby severally covenant that so far as it lies within their respective powers, they will each procure that they, and .................................................................................. (the "Scheme"),
        (1) will comply in full with the Commission's authorisation conditions for the Scheme and any codes and guidelines issued by the Commission in relation to Collective Investment Schemes in so far as they apply to the Covenantors (collectively, the "Authorisation Conditions"). The Covenantors shall inform the Exchange immediately of the details of any waiver of any provision of the Authorisation Conditions which is sought or obtained from the Commission, and the Covenantors undertake that they will not take any action (or refrain from taking any action) on the basis of such waiver until they have so informed the Exchange; and
        (2) will comply with the Exchange Listing Rules in force from time to time.
        3. The Covenantors hereby further covenant that they will procure that every document required to be published by the Commission pursuant to the Authorisation Conditions is also supplied at the same time to the Exchange. For the purpose of this provision, any document posted on the website of the Exchange will be deemed to have been published and supplied to the Exchange in compliance with this covenant.

        DISCLOSURE

        4. The Scheme shall inform the Exchange immediately of:
        (1) any notice of the Commission to withdraw authorisation of the Scheme;
        (2) any intention to vary or terminate the Scheme; and
        (3) any other information necessary to enable the holders of interests to appraise the position of the Scheme and to avoid the establishment of a false market in the interests of the Scheme.
        4.1 References in this Agreement to informing the Exchange mean delivery of the relevant information to the Exchange in the manner determined by the Exchange from time to time and promulgated by way of a practice note to the Exchange Listing Rules.
        4A.
        (1) Subject to Paragraph 4A(5) and in addition and without prejudice to specific requirements contained elsewhere in the Exchange Listing Rules, a Scheme shall, whenever there is a change in the number of units in the Scheme as a result of or in connection with any of the events referred to in Paragraph 4A(2), submit through HKEx-EPS, or such other means as the Exchange may from time to time prescribe, for publication on the Exchange's website a return in such form and containing such information as the Exchange may from time to time prescribe by not later than 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the business day next following the relevant event.
        (2) The events referred to in Paragraph 4A(1) are as follows:
        (a) any of the following:
        (i) placing;
        (ii) consideration issue;
        (iii) open offer;
        (iv) rights issue;
        (v) bonus issue;
        (vi) scrip dividend;
        (vii) repurchase of units;
        (viii) exercise of an option under a unit option scheme by a director of the collective investment scheme operator or the collective investment scheme operator itself;
        (ix) exercise of an option other than under a unit option scheme by a director of the collective investment scheme operator or the collective investment scheme operator itself; or
        (x) change in the number of units in the Scheme not falling within any of the categories referred to in Paragraph 4A(2)(a)(i) to (ix) or Paragraph 4A(2)(b); and
        (b) subject to Paragraph 4A(3), any of the following:
        (i) exercise of an option under a unit option scheme other than by a director of the collective investment scheme operator or the collective investment scheme operator itself; or
        (ii) exercise of an option other than under a unit option scheme not by a director of the collective investment scheme operator or the collective investment scheme operator itself;
        (iii) exercise of a warrant;
        (iv) conversion of convertible securities; or
        (v) redemption of units.
        (3) The disclosure obligation for an event in Paragraph 4A(2)(b) only arises where:
        (a) the event, either individually or when aggregated with any other events described in that Paragraph which have occurred since the Scheme published its last monthly return under Paragraph 4B or last return under this Paragraph 4A (whichever is the later), results in a change of 5% or more of the number of units in the Scheme; or
        (b) an event in Paragraph 4A(2)(a) has occurred and the event in Paragraph 4A(2)(b) has not yet been disclosed in either a monthly return published under Paragraph 4B or a return published under this Paragraph 4A.
        (4) For the purposes of Paragraph 4A(3), the percentage change in the number of units in the Scheme is to be calculated by reference to the number of units in the Scheme as it was immediately before the earliest relevant event which has not been disclosed in a monthly return published under Paragraph 4B or a return published under this Paragraph 4A.
        (5) This Paragraph 4A applies only to a collective investment scheme (including Real Estate Investment Trust) authorised by the Commission under its Code on Real Estate Investment Trusts listed under Chapter 20 of the Exchange Listing Rules with the exception of open-ended collective investment schemes.
        4B. The Scheme shall, by no later than 30 minutes before the earlier of the commencement of the morning trading session or any pre-opening session on the fifth business day next following the end of each calendar month, submit through HKEx-EPS, or such other means as the Exchange may from time to time prescribe, for publication on the Exchange's website a monthly return in relation to movements in the interests in the Scheme's units, debt securities and any other securitised instruments, as applicable, during the period to which the monthly return relates, in such form and containing such information as the Exchange may from time to time prescribe (irrespective of whether there has been any change in the information provided in its previous monthly return). Such information includes, among other things, the number as at the close of such period of the units in the Scheme.

        REPORT AND ACCOUNTS

        5. [Repealed 1 September 2003]

        LISTING DOCUMENTS

        6. The Covenantors shall so far as it lies within their respective powers procure that no listing document shall be issued offering for sale or subscription interests in the Scheme until the Exchange has confirmed that it has no further comments thereon .

        INVESTMENT POLICY

        7. The Covenantors undertake, so far as it lies within their respective powers, to procure that the investment policy of the Scheme as stated in any listing document offering interests in the Scheme will be adhered to for three years from the date of such listing document unless otherwise exempted or approved by the Commission.

        CIRCULARS, NOTICES AND OTHER DOCUMENTS

        Filing of documents

        8. [Repealed 1 September 2003]
        8A. The Scheme hereby authorises the Exchange to file "applications" (as defined in section 2 of the Securities and Futures (Stock Market Listing) Rules) and those corporate disclosure materials within the meaning of sections 7(1) and (2) of the Securities and Futures (Stock Market Listing) Rules received by the Exchange with the Commission pursuant to sections 5(2) and 7(3) of the Securities and Futures (Stock Market Listing) Rules respectively. Applications and relevant corporate disclosure materials shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe. The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, the Scheme undertakes to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.

        Forwarding of documents

        9. The Scheme must, upon request by the Exchange, provide the requested number of certified copies of all resolutions of holders of interests in the Scheme within 15 days after they are passed.
        9A.
        (1) The Scheme must submit the following documents to the Exchange for publication in accordance with rule 2.07C:
        (a) documents referred to in Paragraph 3 above; and
        (b) financial reports and other documents issued to holders of interests in the Scheme.
        Rule 2.07C applies to all these documents as well as to any other documents which the Scheme may from time to time be required to publish under the Exchange Listing Rules.
        (2) For the purpose of this Paragraph 9A, references in rule 2.07C to "shareholders" shall be construed as references to "holders of interests in the Scheme".

        GENERAL

        Outstanding interests in the Scheme

        10. The Scheme shall inform the Exchange on request of the amount of interests in the Scheme (whether in unitised form or otherwise) outstanding in bearer or registered form.

        Response to enquiries

        11. The Covenantors shall respond promptly to any enquiries made of them by the Exchange concerning unusual movements in the price or trading volume of the Scheme's listed interests or any other matters by giving such relevant information as is available to them or, if appropriate, by issuing a statement to the effect that they are not aware of any matter or development that is or may be related to the unusual price movement or trading volume of the Scheme's listed interests and shall also respond promptly to any other enquiries made of them by the Exchange.

        Variation

        12.
        (1) The Exchange shall be entitled to require the publication of further information by and impose additional requirements on the Covenantors where it considers that circumstances so justify, but will allow representations by them before imposing any such requirements on it which are not imposed on listed schemes generally.
        (2) The Exchange shall be entitled, subject to the consent of the Commission, to revise the terms of this Agreement and the related notes generally, and the Covenantors agree that they will comply with any such revision and will, if so required, enter into a new listing agreement in the revised form by way of confirmation.

        Law

        13. This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong and the Covenantors hereby submit to the jurisdiction of the courts of Hong Kong.

        IN WITNESS WHEREOF the parties hereto have hereunto set their hands this                  day of                  20     .


        .........................................
        Authorised signatories of
        [each of the Covenantors]
        as authorised thereto by resolutions
        of the boards of directors
        (or their functional equivalents)
        dated
        ..................................

        .........................................
        for and on behalf of the Exchange

        Note: The Covenantors must normally be (1) the CIS Operator and (2) the trustee or the custodian or its functional equivalent. If the Scheme is an incorporated entity, then the Scheme must be included as a Covenantor as well.

      • Part H Type of Security: Structured Products

        Part H

        Type of Security: Structured Products

        The following is the text of the Listing Agreement denoted in bold type, each paragraph being followed (where appropriate) by notes denoted in italics on its interpretation and application.

        References to guarantor may be deleted if the issuer's obligation is not guaranteed by a guarantor.

        This Agreement is entered into between .................................................................................................. (the "Issuer"); and ................................................................................................................... (the "Guarantor"); and THE STOCK EXCHANGE OF HONG KONG LIMITED (the "Exchange") whereby each of the Issuer and the Guarantor undertakes to the Exchange to perform the covenants set out hereunder fully and in good faith (each such covenant to be read and construed in accordance with and subject to the related notes from time to time appearing in the Exchange Listing Rules).

        INTERPRETATION

        1.
        (1) In this Agreement, unless the context otherwise requires:—
        "Exchange Listing Rules" means the rules governing the listing of securities on the Exchange contained in the book entitled "Rules Governing the Listing of Securities" published by the Exchange as amended from time to time in accordance with the Exchange Listing Rules;

        "financial year" means the period in respect of which any profit and loss account of a company laid or to be laid before it in general meeting is made up, whether that period is a year or not;

        "group" means the Issuer, and any of the Issuer's holding companies, subsidiaries and fellow subsidiaries and any associated companies of any of them;

        "listed securities" means such structured products as shall be issued by the Issuer and unconditionally and irrevocably guaranteed by the Guarantor and listed on the Exchange from time to time.
        (2) In this Agreement, unless the context otherwise requires, terms used which are defined or interpreted in the Exchange Listing Rules shall have the same meaning as in the Exchange Listing Rules.
        (3) Where this Agreement requires anything to be sent by any person in Hong Kong to any person outside Hong Kong and vice versa such thing shall be sent, where practicable, by airmail.
        (4) Any notice to be given under this Agreement shall be in writing and any notice to the holder of a bearer security may be given by being published in accordance with rule 2.07C of the Exchange Listing Rules.

        DISCLOSURE

        General matters

        2. Generally and apart from compliance with all the specific requirements of this Agreement, each of the Issuer and the Guarantor must comply with the following:—
        (1)
        (a) [Repealed 1 January 2013]
        (b) Without prejudice to paragraph 26, where in the view of the Exchange there is or there is likely to be a false market in the Issuer's listed securities, the Issuer and the Guarantor must, as soon as reasonably practicable after consultation with the Exchange, announce the information necessary to avoid a false market in the securities;

        Note: If the Issuer believes that there is likely to be a false market in its listed securities, it must contact the Exchange as soon as reasonably practicable.
        (c) [Repealed 1 January 2013]
        2.1 [Repealed 1 January 2013]
        2.2 [Repealed 1 January 2013]
        2.3 References in this Agreement to informing the Exchange mean delivery of the relevant information to the Exchange in the manner determined by the Exchange from time to time and promulgated by way of a practice note to the Exchange Listing Rules.
        2.4 Any obligation to inform holders of the Issuer's listed securities or the public will be satisfied by the information being published on the web site of the Exchange except where this Agreement requires some other form of notification. Certain such announcements must first have been reviewed by the Exchange in accordance with paragraph 14 of this Agreement.
        2.5 [Repealed 1 January 2013]
        2.6 [Repealed 1 January 2013]
        (d)
        (i) Where the Issuer is required to disclose inside information under the Inside Information Provisions of the Securities and Futures Ordinance, the Issuer and the Guarantor must also simultaneously announce the information.
        (ii) The Issuer and the Guarantor must simultaneously copy to the Exchange any application to the Commission for a waiver from disclosure under the Inside Information Provisions, and promptly upon being notified of the Commission's decision copy the Exchange with the Commission's decision.
        (e) The Issuer and the Guarantor must take all reasonable steps to maintain strict confidentiality of inside information until it is announced.
        (f) The Issuer and the Guarantor must not divulge any information in such a way as to place in a privileged dealing position any person or class or category of persons. They must not release any information in such a way that Exchange transactions may be entered into at prices which do not reflect the latest available information.
        (g) The Issuer and the Guarantor must seek to ensure that dealings do not take place between parties one of whom does not have inside information which the other possesses.
        (2) inform the Exchange of, and release to the Hong Kong market, information at the same time as the information is released to any other stock exchange on which the Issuer's securities are listed;
        (3) notify the Exchange where the net asset value of the Issuer or the Guarantor, as the case may be, has fallen below the level as prescribed in rule 15A.12;
        (4) notify the Exchange of any change in the Issuer's or the Guarantor's credit rating; and
        (5) the Exchange Listing Rules in force from time to time.
        2A. Where the securities are guaranteed, the Guarantor must, as soon as reasonably practicable, announce any information which may have a material effect on its ability to meet the obligations under the securities.

        Changes in the terms of listed securities

        3. The Issuer and the Guarantor shall, if there is a change in the terms of conversion or in the terms of the exercise of any of Issuer's listed securities, publish on the web site of the Exchange an announcement as to the effect of any such change wherever practicable, prior to the effective date of such change and, if not so practicable, as soon as possible thereafter.

        Closure of books

        4. The Issuer shall, as early as practicable before such closure, notify the Exchange in writing and publish on the Exchange web site a notice of the closure of its transfer books or any register of holders of its listed securities in respect of the listed securities. In cases where there is an alteration of book closing dates, the Issuer shall, as soon as practicable, notify the Exchange in writing of such alteration and give further notice by way of publication on the Exchange web site.
        4.1 See Practice Note 8 for emergency share registration arrangements during a typhoon and/or a black rainstorm warning.

        ANNUAL ACCOUNTS

        Distribution of directors' report and annual accounts

        5. For so long as any of the listed securities are outstanding, the Issuer and the Guarantor will make available for inspection by holders of its listed securities, copies of its most recent audited financial statements and interim and, if published, quarterly financial statements at its registered office in Hong Kong, registered place of business in Hong Kong or other location (which may be a web site) acceptable to the Exchange.

        NOTIFICATION

        After board meetings

        6. The Issuer and the Guarantor shall inform the Exchange as soon as practicable after approval by or on behalf of the board of:—
        (1) any proposed change in the capital structure of the Issuer or the Guarantor which may reasonably be expected to be material or which will affect the rights of the holders of the listed securities or its suitability as an issuer or a guarantor under Chapter 15A of the Exchange Listing Rules, including any adjustment or alteration to the terms and conditions of its listed securities; and
        (2) any decision to change the general character or nature of the business of the Issuer or group in any material respect, taken as a whole.
        6.1 The statement is to be provided by way of information only.
        6.2 In discharging the obligations as set out in this paragraph 6, regard should be had to Note 2.3, and in particular to the Exchange's requirements from time to time in respect of the communication of information of an urgent nature.
        7. When requested by the Exchange, provide a list of all issues of derivative securities by the Issuer or the Guarantor, whether such further securities are to be listed or not, by way of a statement containing the brief terms and a description of each such issue.

        Changes

        8. The Issuer and the Guarantor shall inform the Exchange immediately giving full details of any decision made in regard to:—
        (1) any proposed alteration of the Issuer's or the Guarantor's (as the case may be) memorandum or articles of association or equivalent documents which would affect the rights of holders of its listed securities;
        (2) any change in the rights attaching to any class of listed securities; and
        (3) any change in its authorized representatives, auditors, registered address or registered place of business in Hong Kong.

        Basis of allotment

        9. The Issuer shall inform the Exchange of the basis of allotment of its listed securities offered to the public for subscription or sale, not later than the morning of the next business day after the allotment letters or other relevant documents of title are posted.

        Sale and Purchase of listed securities

        10. The Issuer and the Guarantor shall inform the Exchange on a periodic basis as required by the Exchange in respect of any purchase or sale, by the Issuer and the Guarantor, or any member of the group, of its listed securities and the Issuer and the Guarantor hereby authorises the Exchange to disseminate such information to such persons and in such manner as the Exchange may think fit.

        Notification of exercise or repurchase

        11. [Repealed 1 October 2013]

        Winding-up and liquidation

        12.
        (1) The Issuer and the Guarantor shall inform the Exchange on the happening of any of the following events as soon as the same shall come to the attention of the Issuer or the Guarantor (as the case may be):—
        (a) the appointment of a receiver or manager either by any court having jurisdiction or under the terms of a debenture or any application to any court having jurisdiction for the appointment of a receiver or manager, or equivalent action in the country of incorporation or other establishment, in respect of the business or any part of the business of the Issuer or the Guarantor or the property of the Issuer or that of the Guarantor, or their respective holding companies or any major subsidiary;
        (b) the presentation of any winding-up petition, or equivalent application in the country of incorporation or other establishment, or the making of any winding-up order or the appointment of a provisional liquidator, or equivalent action in the country of incorporation or other establishment, against or in respect of the Issuer or the Guarantor or their respective holding companies or any major subsidiary;
        (c) the passing of any resolution by the Issuer or the Guarantor, or their respective holding companies or any major subsidiary that it be woundup by way of members' or creditors' voluntary winding-up, or equivalent action in the country of incorporation or other establishment;
        (d) the entry into possession of or the sale by any mortgagee of a portion of the Issuer's or the Guarantor's assets which in aggregate value represents an amount in excess of 15 per cent. of the consolidated net tangible assets of the respective group; or
        (e) the making of any final judgment, declaration or order by any court or tribunal of competent jurisdiction whether on appeal or at first instance which is not subject to any or further appeal, which may adversely affect the Issuer's or the Guarantor's ownership or enjoyment of any portion of its assets which in aggregate value represents an amount in excess of 15 per cent. of the consolidated net tangible assets of their respective group.
        (2) For the purposes of (1) above, a "major subsidiary" means a subsidiary representing 15 per cent. or more of the consolidated net tangible assets or pre-tax trading profits of the group.
        12.1 [Repealed 1 October 2013]

        Other listings

        13. The Issuer and the Guarantor shall inform the Exchange immediately if any part of the listed securities of the Issuer becomes listed or dealt in on any other stock exchange, stating which stock exchange.

        ANNOUNCEMENTS, CIRCULARS AND OTHER DOCUMENTS

        Review of documents

        14. In addition to the specific requirements set out in the Exchange Listing Rules, the Issuer and the Guarantor shall:—
        (1) submit to the Exchange copies of drafts, for review before they are issued, of any announcements or advertisements the subject matter of which may involve a change in or relate to or affect arrangements regarding trading in its listed securities (including a suspension of dealings);
        (2) submit to the Exchange copies of drafts for review before they are issued, of any proposed amendment to its memorandum or articles of association or equivalent documents which would affect the rights of holders of its listed securities; and
        (3) not issue any of such documents until the Exchange has confirmed to the Issuer or the Guarantor (as the case may be) that it has no further comments thereon.
        14.1 Two copies of each document are required, which should be submitted in sufficient time for review and, if necessary, re-submission prior to final printing.
        14.2 The Exchange reserves the right to require an Issuer or the Guarantor (as the case may be) to issue a further announcement or document, particularly if the original announcement or document was not required by this Agreement or the Exchange Listing Rules to be reviewed by the Exchange, or if the original announcement or document is misleading or is likely to create a false or misinformed market.
        14.3 Every announcement or advertisement which has been reviewed by the Exchange in accordance with the provisions of paragraph 14(1) must contain on the front cover or on the top of the announcement or advertisement a prominent and legible disclaimer statement as follows:—

        "Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this advertisement/ announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this advertisement/announcement."
        14A. The Issuer hereby authorises the Exchange to file "applications" (as defined in section 2 of the Securities and Futures (Stock Market Listing) Rules) and those corporate disclosure materials within the meaning of sections 7(1) and (2) of the Securities and Futures (Stock Market Listing) Rules received by the Exchange with the Commission pursuant to sections 5(2) and 7(3) of the Securities and Futures (Stock Market Listing) Rules respectively. Applications and relevant corporate disclosure materials shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe. The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, the Issuer undertakes to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.

        Forwarding of documents, circulars, etc.

        15. The Issuer shall forward the following number of copies (or such further number as the Exchange may reasonably require), together with a soft copy, to the Exchange:—
        (1) one copy of all circulars to holders of its listed securities at the same time as they are despatched to holders of the Issuer's listed securities with registered addresses in Hong Kong or made available for inspection; and
        (2) [Repealed 1 September 2008]
        (3) one copy of (a) the directors' report and its annual accounts; (b) the interim report; and any quarterly interim financial report in accordance with the time prescribed in 15A.21.

        TRADING AND SETTLEMENT

        Certification of transfers

        16. For any listed security which is represented by definitive documents of title not in bearer form the Issuer shall:
        (1) certify transfers against certificates or temporary documents and return them by the seventh day after the date of receipt; and
        (2) split and return renounceable documents by the third business day after the date of receipt.
        16.1 Documents of title lodged for registration of probate should be returned with the minimum of delay, and, if possible, on the next business day following receipt.

        Registration services

        17. For any listed security which is represented by definitive documents of title not in bearer form:
        (1) The Issuer (or its registrar) must provide a standard securities registration service in relation to its listed securities in accordance with paragraph 18(1). The Issuer (or its registrar) may, but shall not be obliged to, provide an optional securities registration service in accordance with paragraph 18(2) and/or an expedited securities registration service in accordance with paragraph 18(3). The Issuer (or its registrar) must also provide a bulk securities registration service in accordance with paragraph 18(4) and a certificate replacement service in accordance with paragraph 18(5). Subject to sub-paragraph (2) below, the Issuer shall ensure that where the Issuer (or its registrar) charges a fee for registering transfers or cancelling, splitting, consolidating or issuing definitive certificates relating to the Issuer's listed securities, such fee must not exceed, in total, the applicable amounts prescribed in paragraph 18.
        (2) The Issuer shall ensure that where the Issuer (or its registrar) charges a fee for registering other documents relating to or affecting the title to the Issuer's listed securities (e.g. probate, letters of administration, certificates of death or marriage, powers of attorney or other instruments or memoranda and articles of association in respect of a new corporate holder) or for marking or noting documents, such fee must not exceed HK$5 per item per register:
        17.1 "per item" shall be defined to mean each of such other documents submitted for registration.
        (3) It is the responsibility of an Issuer whose registrar, as its agent, is in breach of any of the above provisions or the provisions of paragraphs 16, 18 or 19 of this Agreement to report such breach to the Exchange as soon as it becomes aware of the breach and the Exchange reserves the right to communicate such information to the Commission.
        (4) Save as provided above or in paragraph 18 the Issuer shall ensure that neither it nor its registrar or other agents will charge investors or holders any other fees for any dealings with them in connection with the transfer or transmission of its listed securities.

        Issue of certificates, registration and other fees

        18.
        (1)
        (a) Standard securities registration service: Where paragraph 17 applies the Issuer shall (or shall procure that its registrar shall) issue definitive certificates arising out of a registration of transfer or the canceling, splitting, consolidating or issuing (otherwise than pursuant to paragraph 18(5)) of certificates within:—
        (i) 10 business days of the date of expiration of any right of renunciation; or
        (ii) 10 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the standard securities registration service shall not exceed, in total, the higher of the following:
        (i) HK$2.50 multiplied by the number of certificates issued; or
        (ii) HK$2.50 multiplied by the number of certificates cancelled.
        (2)
        (a) Optional securities registration service: The Issuer (or its registrar) may, but shall not be obliged to, provide an optional securities registration service under which definitive certificates are required to be issued within:—
        (i) 6 business days of the date of expiration of any right of renunciation; or
        (ii) 6 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the optional securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$3.00 multiplied by the number of certificates issued; or
        (ii) HK$3.00 multiplied by the number of certificates cancelled.
        (c) If the Issuer (or its registrar) fails to effect any registration within the period of 6 business days specified in sub-paragraph (a) above, the fee for such registration shall be that determined in accordance with paragraph 18(1)(b).
        (3)
        (a) Expedited securities registration service: The Issuer (or its registrar) may, but shall not be obliged to, provide an expedited securities registration service under which definitive certificates are required to be issued within:—
        (i) 3 business days of the date of expiration of any right of renunciation; or
        (ii) 3 business days of the receipt of properly executed transfer or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the expedited securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$20.00 multiplied by the number of certificates issued; or
        (ii) HK$20.00 multiplied by the number of certificates cancelled.
        (c) If the Issuer (or its registrar) fails to effect any registration within the period of 3 business days specified in sub-paragraph (a) above, the registration shall be performed free of charge.
        (4)
        (a) Bulk securities registration service: The Issuer shall (or shall procure that its registrar shall) provide a bulk securities registration service, for transfers of listed securities representing 2,000 or more board lots of the Issuer's listed securities where the securities are being transferred from the name of a single holder into the name of another or the same single holder. Certificates shall be issued pursuant to the bulk securities registration service within 6 business days of the receipt of properly executed transfers or other relevant documents or the relevant certificates.
        (b) The fee for registration pursuant to the bulk securities registration service shall not exceed, in total, the higher of the following:—
        (i) HK$2.00 multiplied by the number of certificates issued; or
        (ii) HK$2.00 multiplied by the number of certificates cancelled.
        (5) Certificate replacement service: The Issuer shall (or shall procure that its registrar shall) provide a certificate replacement service. The fee for replacing certificates:—
        (a) representing securities with a market value of HK$200,000 or less (at the time the request for replacement is made) for a person named on the register shall not exceed HK$200.00, plus the costs incurred by the Issuer (or its registrar) in publishing the required public notice; or
        (b) either:—
        (i) representing securities with a market value of more than HK$200,000 (at the time the request for replacement is made); or
        (ii) for a person not named on the register (irrespective of the market value of the securities concerned);
        shall not exceed HK$400.00, plus the costs incurred by the Issuer (or its registrar) in publishing the required public notice.
        (6) For the purposes of this paragraph 18:—
        (a) the expression "business day" shall exclude Saturdays, Sundays and public holidays in Hong Kong; and
        (b) in computing any period of business days, such period shall be inclusive of the business day on which the relevant transfers, certificates or other documents were received (or, if such documents were not received on a business day, the business day next following their receipt) and of the business day on which the relevant certificates were delivered or otherwise made available.
        (7) References in paragraphs 17 and 18 to the Issuer's registrar providing a service, or to the Issuer procuring that its registrar shall provide a service, shall not relieve the Issuer of any obligations in respect of any acts or omissions of its registrar.

        Designated accounts

        19. For any listed security which is represented by definitive documents of title not in bearer form the Issuer or failing it, the Guarantor shall, if requested by holders of its listed securities, arrange for designated accounts.

        Registration arrangements

        20. In connection with paragraphs 16, 17, 18 and 19 if the Issuer does not maintain its own registration department, the Issuer, or failing which the Guarantor, shall make appropriate arrangements with the registrars to ensure compliance with the provisions of such paragraphs.

        Trading limits

        21. Where the market price of the listed securities of the Issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Exchange reserves the right to require the Issuer, or failing which the Guarantor, to arrange either a change in the trading method or proceed with a consolidation or splitting of Issuer's listed securities.

        GENERAL

        Subsequent listing

        22. The Issuer and the Guarantor shall apply for the listing of any further securities which are of the same class (i.e. the same maturity carrying the same rights) as the listed securities, prior to their issue, and shall not issue such securities unless it has applied for the listing of those securities.

        Notices to overseas holders of listed securities

        23. The Issuer and the Guarantor shall send notices to all holders of the listed securities whether or not their registered address is in Hong Kong.

        Equality of treatment

        24. The Issuer and the Guarantor shall ensure equality of treatment for all holders of the listed securities of the same class who are in the same position.

        Exercise of rights

        25.
        (1) The Issuer and the Guarantor shall ensure that all the necessary facilities and information are available to enable holders of the listed securities to exercise their rights.
        (2) The Issuer, failing whom the Guarantor, shall give notice to holders of the listed securities prior to the commencement of any suspension period (as defined in the terms and conditions of the listed securities) which will affect the exercise rights thereof.

        Such notice shall be in the form of an announcement published on the web site of the Exchange. In the event that the whole or part of a suspension period (as so defined) shall be prior to and including the last date for exercise of the listed securities, the Issuer shall also send the notice to holders of the listed securities prior to the commencement of such suspension period.

        Response to enquiries

        26. Where the Exchange makes enquiries concerning unusual movements in the price or trading volume of the Issuer's listed securities, the possible development of a false market in the securities, or any other matters, the Issuer and/or Guarantor shall respond promptly as follows:
        (1) provide to the Exchange and, if requested by the Exchange, announce, any information relevant to the subject matter(s) of the enquiries which is available to the Issuer and the Guarantor; or
        (2) if, and only if, the Issuer and/or the Guarantor (as the case may be), having made such enquiry with respect to the Issuer and/or the Guarantor as may be reasonable in the circumstances, are not aware of any matter or development that is or may be relevant to the unusual trading movement of its listed securities, or information necessary to avoid a false market, or any inside information which needs to be disclosed under the Securities and Futures Ordinance, and if requested by the Exchange, make an announcement containing a statement to that effect (see note 1 below).
        26.1 [Repealed 1 January 2013]
        26.2 [Repealed 1 January 2013]

        Notes:
        1. The form of the announcement referred to in paragraph 26(2) is as follows:

        "This announcement is made at the request of The Stock Exchange of Hong Kong Limited.

        We have noted [the recent increases/decreases in the price [or trading volume] of the structured products issued by the Company] or [We refer to the subject matter of the Exchange's enquiry]. Having made such enquiry with respect to the Issuer and/or Guarantor as is reasonable in the circumstances, we confirm that we are not aware of [any reasons for such increases/decreases] or of any information which must be announced to avoid a false market in the Issuer's structured products or of any inside information that needs to be disclosed under Part XIVA of the Securities and Futures Ordinance."

        The above statement may be given on a corporate basis.
        2. The Issuer and/or the Guarantor does not need to disclose inside information under the Rules if disclosure of the information is exempted under the Inside Information Provisions.
        3. The Exchange reserves the right to direct a trading halt of the Issuer's securities if an announcement under paragraph 26(1) or 26(2) cannot be made promptly.

        Trading halt or trading suspension

        26A. Without prejudice to the Exchange's ability to direct the halt, suspension and resumption of trading in the Issuer's listed securities, the Issuer and/or the Guarantor must, as soon as reasonably practicable, apply for a trading halt or a trading suspension in any of the following circumstances where an announcement cannot be made promptly:
        (1) the Issuer and/or the Guarantor has information which must be disclosed under paragraph 2(1)(b) or 2A; or
        (2) the Issuer and/or the Guarantor reasonably believes that there is inside information which must be disclosed under the Inside Information Provisions; or
        (3) circumstances exist where the Issuer and/or the Guarantor reasonably believes or it is reasonably likely that confidentiality may have been lost in respect of inside information which:
        (a) is the subject of an application to the Securities and Futures Commission for a waiver; or
        (b) falls within any of the exceptions to the obligation to disclose inside information under the Inside Information Provisions in section 307D(2) of the SFO.

        Note: The Issuer and/or the Guarantor does not need to disclose inside information under the Rules if disclosure of the information is exempted under the Inside Information Provisions.

        Stamp duty

        27. For a new or novel structured product, the Issuer may be required to establish whether stamp duty is payable on trading on the Exchange of the proposed structured product.

        Variation

        28.
        (1) The Exchange shall be entitled to require the publication of further information by and impose additional requirements on the Issuer and/or the Guarantor where it considers that circumstances so justify, but will allow representations by the Issuer or the Guarantor before imposing any such requirements on it which are not imposed on listed issuers generally.
        28.1 See Note 14.2
        (2) The Exchange shall be entitled, subject to the consent of the Commission, to revise the terms of this Agreement and the related notes generally, and the Issuer and the Guarantor agrees that it will comply with any such revision and will, if so required, enter into a new listing agreement in the revised form by way of confirmation.

        Law

        29. This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong and the Issuer and the Guarantor hereby submit to the jurisdiction of the courts of Hong Kong.

        IN WITNESS WHEREOF the parties hereto have hereunto set their hands this day of 20 .

        .................................
        for and on behalf of the Issuer

        .................................
        for and on behalf of the Guarantor

        .................................
        for and on behalf of the Exchange

        Note: The Exchange should be provided with a certified copy of any resolution authorising the signing of this agreement by the Issuer and Guarantor.

      • Part I [Repealed]


    • Appendix 8 Listing Fees, Transaction Levies on New Issues and Brokerage

      1. Initial Listing Fee
      (1) In the case of an issue of equity securities by a new applicant, other than units in a unit trust, redeemable shares in a mutual fund, or an issue of securities by an open-ended investment company or other collective investment scheme, an initial listing fee shall be payable on the application for listing as follows:—

      Monetary value of the equity securities to be listed Initial listing fee
      (HK$M) (HK$)
      Not exceeding 100 150,000
      200 175,000
      300 200,000
      400 225,000
      500 250,000
      750 300,000
      1,000 350,000
      1,500 400,000
      2,000 450,000
      2,500 500,000
      3,000 550,000
      4,000 600,000
      5,000 600,000
      Over 5,000 650,000


      Note: An "open-ended investment company" is an investment company which is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or collective investment schemes and which is offering for sale or has outstanding any redeemable shares or their functional equivalent of which it is the issuer.
      (2) A new applicant shall pay the initial listing fee, in advance, at the same time as it submits its listing application form, in accordance with rules 9.03 and 20.08, as appropriate.
      (3) [Repealed 15 February 2018].
      1A. Debt Securities and Structured Products
      (1) In the case of a new listing of debt securities on or after 1st July, 2002 whether by a new applicant or otherwise, where the term of such debt securities until maturity is:—
      (a) less than 2 years the listing fee payable in one lump sum upon the application of the listing of such debt securities shall be:
      (1) HK$10,000 for up to HK$100 million of debt securities issued;
      (2) HK$12,500 for more than HK$100 million but equal to or less than HK$500 million of debt securities issued;
      (3) HK$24,000 for more than HK$500 million of debt securities issued;
      (b) more than or equal to 2 years but less than or equal to 5 years, the listing fee payable in one single lump sum upon the application of the listing of such debt securities shall be:
      (1) HK$20,000 for up to HK$100 million of debt securities issued;
      (2) HK$25,000 for more than HK$100 million but equal to or less than HK$500 million of debt securities issued;
      (3) HK$39,000 for more than HK$500 million of debt securities issued;
      (c) more than 5 years but equal to or less than 10 years, the listing fee payable in one single lump sum upon the application of the listing of such debt securities shall be:
      (1) HK$25,000 for up to HK$100 million of debt securities issued;
      (2) HK$30,000 for more than HK$100 million but equal to or less than HK$500 million of debt securities issued;
      (3) HK$55,000 for more than HK$500 million of debt securities issued;
      (d) more than 10 years, the listing fee payable in one single lump sum upon the application of the listing of such securities shall be:
      (1) HK$25,000 plus an additional HK$5,000 per each year or part year that the term of the debt securities exceeds ten years for up to HK$100 million of debt securities issued, provided that the listing fee shall not exceed HK$60,000;
      (2) HK$30,000 plus an additional HK$5,000 per each year or part year that the term of the debt securities exceeds ten years for more than HK$100 million but equal to or less than HK$500 million of debt securities issued, provided that the listing fee shall not exceed HK$70,000;
      (3) HK$55,000 plus an additional HK$5,000 per each year or part year that the term of the debt securities exceeds ten years for more than HK$500 million of debt securities issued, provided that the listing fee shall not exceed HK$90,000;
      Provided that for securities listed before 1st July,2002 which had a term to maturity at the time of listing of more than ten years, a listing fee of HK$6,000 shall be payable annually from the expiry of the first ten years of the listing.
      (2)
      (a) In the case of an application in respect of a new listing, a continuance or an increase in size of a debt issuance programme, the listing fee payable upon the application of such listing, continuance or increase in size of such debt issuance programme shall be HK$15,000.
      (b) In the case of a listing of new issue of debt securities to be issued under a debt issuance programme pursuant to 1A(2)(a) above, the listing fees payable in one single lump sum upon the application of the listing of such debt securities (issued under a debt issuance programme) shall be 70% of the listing fees payable under 1A(1)(a), 1A(1)(b),1A(1)(c), or 1A(1)(d) as the case may be, rounded upwards to the nearest HK$1,000.
      (3) In the case of all those debt securities which were listed before 1st January 1997, whether by a new applicant or otherwise, the annual listing fees payable for the same shall continue to be payable in accordance with 2(1)(b) and/or 2(1)(e) (as the case may be).
      (4)
      (a) The listing fee for an issue of structured products is normally payable in one single lump sum upon the application of the listing of such structured product. The Exchange and/or HKEC may operate discount or rebate schemes for fees in respect of structured products or types of structured product. In such cases the Exchange may permit the fee to be paid net of such discounts or rebate.
      (b) In the case of an issue of structured products, except equity linked instruments and callable bull/bear contracts, the listing fees payable in one single lump sum upon the application of the listing of such structured product shall be HK$60,000 (the "Basic Fee") for the first issue launched in any calendar year by an issuer over a particular security, index, currency or other asset and HK$40,000 (the "Reduced Fee") for any subsequent issues launched in that same calendar year by that issuer over the same underlying security, index, currency or other asset. The fee for baskets shall be HK$60,000 for each issue and each subsequent issue.
      (c) In the case of an issue of equity linked instruments the listing fee, payable in one lump sum upon the application of the listing of such equity linked instrument, shall be:
      (i) HK$5,000 if the market capitalisation is equal to HK$10 million;
      (ii) HK$10,000 if the market capitalisation is greater than HK$10 million and up to or equal to HK$50 million; and
      (iii) HK$15,000 if the market capitalisation is greater than HK$50 million.
      for the first issue launched in any calendar year by an issuer over a particular security, index, currency or other asset. For any subsequent issues launched in that same calendar year by that issuer over the same underlying security, index, currency or other asset, the listing fee, payable in one lump sum upon the application of the of the listing of such equity linked instrument, shall be:
      (1) HK$3,000 if the market capitalisation is equal to HK$10 million;
      (2) HK$6,000 if the market capitalisation is greater than HK$10 million and up to or equal to HK$50 million; and
      (3) HK$9,000 if the market capitalisation is greater than HK$50 million.
      The fee for basket equity linked instruments, payable in one lump sum upon the application of the of the listing of such equity linked instrument, shall be:
      (I) HK$5,000 if the market capitalisation is equal to HK$10 million;
      (II) HK$10,000 if the market capitalisation is greater than HK$10 million and up to or equal to HK$50 million; and
      (III) HK$15,000 if the market capitalisation is greater than HK$50 million.
      (d) In the case of an issue of callable bull/bear contracts the listing fees payable in one single lump sum upon the application of the listing of such structured product shall be 30% of the Basic Fee above for the first issue launched in any calendar year by an issuer over a particular security, index, currency or other asset and 30% of the Reduced Fee above for any subsequent issues launched in that same calendar year by that issuer over the same underlying security, index, currency or other asset. The fee for baskets shall be 30% of the Basic Fee above for each issue and each subsequent issue. In all cases the listing fee shall be rounded upwards to the nearest HK$100.
      2. Annual Listing Fee
      (1) In addition to the initial listing fee, an annual listing fee (payable in advance in one installment), which shall be calculated by reference to the nominal value of the securities which are or are to be listed on the Exchange, shall be payable on each class of securities as follows:—
      (a) in the case of equity securities other than warrants, units in a unit trust, redeemable shares in a mutual fund, or securities issued by an open-ended investment company or collective investment scheme, in accordance with the following schedule:—

      (i) [Repealed 3 March 2014] (ii) Nominal value of listed equity securities
      (HK$M)
      Annual listing fee
      (HK$)
        Not exceeding 200 145,000
        300 172,000
        400 198,000
        500 224,000
        750 290,000
        1,000 356,000
        1,500 449,000
        2,000 541,000
        2,500 634,000
        3,000 726,000
        4,000 898,000
        5,000 1,069,000
        Over 5,000 1,188,000


      Notes
      1. In the case of listed issuers whose shares cease to have a nominal value subsequent to their date of listing (the "no-par event"), the nominal value per share that was used to calculate the annual listing fees immediately before the no-par event (the "notional nominal value per share") shall be used to calculate the annual listing fees from the no-par event. If an issuer conducts a subdivision of shares after the no-par event, the notional nominal value per share shall be adjusted accordingly, subject to a minimum of HK$0.25 in accordance with paragraph 2(2) of this Appendix (e.g. if an issuer conducts a 2-for-1 subdivision, and the notional nominal value per share was HK$1, the nominal value per share used to calculate annual listing fees from the subdivision will be HK$0.50).
      2. In the case of issuers whose shares have no nominal value on their date of listing, the nominal value per share shall be deemed to be HK$0.25 in accordance with paragraph 2(2) of this Appendix for calculating annual listing fees.
      (b) in the case of debt securities listed on or before 31st December 1996, HK$2,000 plus HK$5 per HK$1 million of the debt securities issued (subject to an overall minimum of HK$3,000 and maximum of HK$7,500) rounded upwards to the nearest HK$100 for the first ten years of listing provided that 1A(1)(c) shall apply thereafter.
      (c) in the case of listed warrants, in accordance with the following scale:—

        Total funds which would be raised on full exercise of the warrants
      Percentage of existing issued shares subject to warrants Not exceeding HK$100M Not exceeding HK$500M HK$500M & above
        (HK$) (HK$) (HK$)
      Not exceeding 10% 36,000 54,000 72,000
      50% 36,000 54,000 90,000
      100% 54,000 72,000 108,000
      Over 100% 72,000 90,000 135,000
      (d) in the case of derivative warrants (see Chapter 15) listed on or before 31st December 1996, the sum shall be payable in one single lump sum on 1st January 1997 and calculated on the basis of HK$15,000 each year with pro-rata payment for part of the year.
      (e) the annual listing fees for debt securities listed on or before 31st December 1996 pursuant to any debt issuance programmes listed on the Exchange will be HK$1,500 plus HK$3.50 per each HK$1 million of the debt securities issued (subject to an overall minimum of HK$2,500 and a maximum of HK$5,000) rounded upwards to the nearest HK$100.
      (2) Where an issuer has shares which have a nominal value of less than HK$0.25 then, for the purposes of calculating the annual listing fee, the nominal value of each share shall be deemed to be HK$0.25.
      (3)
      (a) Annual listing fees shall be payable in advance in one instalment. The fee shall be payable within 7 days of receiving a debit note or, in any event if earlier, before dealings in the relevant securities commence. Annual listing fees shall not be refundable. Regardless of the day of the month on which the securities are listed, the annual listing fees will be calculated from the first day of that month and pro rata payment in respect of that month is not permitted.
      (b) For the purpose of calculating the total amount payable for the year, the issuer should assume that there will be no change in the numbers upon which the fee is calculated for and throughout the year for which advance payment is being made.
      (c) If an issuer withdraws its listing or is delisted, then regardless of the date on which the issuer withdraws its listing or is delisted, as the case may be, the annual listing fee will be refundable for the period commencing with the month after the month in which the Issuer withdraws its listing or is delisted. The fee for the period including the month in which the delisting or withdrawal of listing becomes effective remains payable and is non-refundable; provided always that any payment of the upfront listing fees for the listing of debt securities or derivative warrants, irrespective of the date of such listing, shall be forfeited and not refundable if the issuer withdraws its listing or is delisted.
      (4) Notwithstanding the fact that any advance payment of the annual listing fees or any part thereof is non-refundable, where, after the making of any advance payment, there is a change in the numbers upon which the fee was calculated, the annual listing fee payable shall be adjusted with effect from the date of the change. If the change leads to a reduction in the annual listing fees payable in respect of the remainder of that year, the amount paid in advance in excess (calculated from the first day of the month immediately following the month in which the change occurred) shall be deducted from the subsequent annual listing fees, if any. The said excess in payment can only be applied to the payment of any subsequent annual listing fees or part thereof and cannot be assigned for any other payment purposes or refunded to the issuer.
      (5) Where the change leads to an increase in the annual listing fees payable in respect of the remainder of that year, the excess payable in respect of the remainder of the year shall be paid in advance by the issuer, within 7 days of receiving a debit note or, in any event if earlier, before dealings in the relevant securities commence. The excess payable in respect of the rest of that year, shall be calculated from the first day of the month in which the change occurred.
      (6) For the purpose of calculating the annual listing fees, where the relevant securities are denominated in a foreign currency, such sum should be converted into Hong Kong currency at the exchange rate specified by the Exchange from time to time.
      3. Unit Trusts, Mutual Funds, Open-ended Investment Companies and Other Collective Investment Schemes

      In the case of unit trusts, mutual funds, open-ended investment companies and other collective investment schemes, the following fixed fees shall be payable:—

        HK$
      Initial listing fee 20,000
      Annual listing fee 15,000
      4. Subsequent Issue Fee
      (1) Where a listed issuer makes a subsequent issue of equity securities which is less than 20 per cent. of its issued shares and does not issue a listing document, there shall be a fixed fee payable of HK$4,000.
      (2) Where a listed issuer makes a subsequent issue of equity securities which is 20 per cent. or more of its issued shares or in circumstances where a listing document is issued in connection with the issue, a subsequent issue fee shall be charged on the following scale:—

      Monetary value of the securities issued Subsequent issue fee
      (HK$M) (HK$)
      Not exceeding 100 25,000
      500 50,000
      1,000 80,000
      2,000 120,000
      3,000 160,000
      4,000 200,000
      Over 4,000 240,000
      (3) This charge does not apply to the issue of securities on the exercise of options, warrants or conversion rights under convertible securities, the grant or issue of which have been approved by the Exchange, or to a capitalisation issue including the issue of securities under a scrip dividend scheme, to the issue of securities as consideration for the acquisition of a listed issuer, or to the issue of units in a unit trust, redeemable shares in a mutual fund, or an issue of securities by an open-ended investment company or other collective investment scheme.
      (4) An issuer shall pay any subsequent listing fees within 7 days of receiving a debit note or, in any event if earlier, before dealings in the relevant securities commence.
      (5) This charge does not apply to an issue of securities by an issuer which is being treated for all purposes as a new applicant and which is therefore subject to the payment of the initial listing fee in respect of that issue of securities.
      5. Transaction Levy on New Issues
      (1) A transaction levy shall be payable on each of the following transactions (in each case a "Qualifying Transaction"):—
      (a) the subscription and/or purchase of securities of a class new to listing;
      (b) the subscription and/or purchase of securities of a class already listed under an offer made to the public by or on behalf of a listed issuer excluding a rights issue or open offer; and
      (c) any other transaction in securities of a class new to listing which the Exchange deems appropriate.
      Generally, any transaction involving debt securities will not be deemed to be a Qualifying Transaction, unless, in the opinion of the Exchange, such debt securities are not pure debt securities or are analogous to equity securities. The transaction levy on new issues will not be payable in the case of an introduction.
      (2) The transaction levy together with the investor compensation levy shall be calculated on an aggregated basis (rounded to the nearest cent) by applying the percentage rates as specified from time to time in the Securities and Futures (Levy) Order and the Securities and Futures (Investor Compensation Levy) Rules to the total consideration payable to the issuer by a subscriber/purchaser for each security under the relevant Qualifying Transaction.
      (3)
      (a) In the case of the subscription and/or purchase of securities, the transaction levy shall be payable by each of the issuer or vendor (as the case may be) and by the subscriber or purchaser (as the case may be).
      (b) In the case of any other Qualifying Transaction, the transaction levy shall be payable as the Exchange shall direct.
      (4) Where the consideration under a Qualifying Transaction consists of or includes consideration other than cash, the value of the consideration on which the transaction levy is payable shall be determined by the Exchange whose decision shall be final and binding.
      (5) The transaction levy shall be paid to the Exchange before dealings commence in the relevant securities, in the manner determined by the Exchange from time to time.
      (6) The transaction levy so collected by the Exchange shall be paid to the Commission in accordance with section 394 of the Securities and Futures Ordinance.
      (7) In all cases it shall be the responsibility of the issuer whose securities are to be listed to ensure that the transaction levy is paid to the Exchange.
      6. Trading Fee on New Issues
      (1) A trading fee shall be payable on every Qualifying Transaction. Generally, any transaction involving debt securities will not be deemed to be a Qualifying Transaction, unless, in the opinion of the Exchange, such debt securities are not pure debt securities or are analogous to equity securities. The trading fee on new issues will not be payable in the case of an introduction.
      (2) The trading fee shall be calculated at the rate of 0.005 per cent. (rounded to the nearest cent) of the amount of the consideration payable to the issuer by a subscriber/purchaser for each security under the relevant Qualifying Transaction or such other rate determined by the Exchange from time to time.
      (3)
      (a) In the case of the subscription and/or purchase of securities, the trading fee shall be payable by each of the issuer or vendor (as the case may be) and by the subscriber or purchaser (as the case may be).
      (b) In the case of any other Qualifying Transaction, the trading fee shall be payable in the manner determined by the Exchange from time to time.
      (4) Where the consideration under a Qualifying Transaction consists of or includes consideration other than cash, the value of the consideration on which the trading fee is payable shall be determined by the Exchange whose decision shall be final and binding.
      (5) The trading fee shall be paid to the Exchange before dealings commence in the relevant securities, in the manner determined by the Exchange from time to time.
      (6) In all cases it shall be the responsibility of the issuer whose securities are to be listed to ensure that the trading fee is paid to the Exchange.
      7. Brokerage
      (1) In respect of every Qualifying Transaction, except for any placing of securities by an investment company which complies with the requirements of Chapter 21, brokerage will be payable by the person subscribing for or purchasing the securities at a rate of 1% of the subscription or purchase price.
      (2) In respect of every successful application for securities to be issued, sold or disposed of which bears, at the time when the application is lodged, the chop or in the case of electronic application instruction, the broker number of an Exchange Participant through whom such application is actually made or arranged, the brokerage paid by the applicant in respect of that application shall be passed on by the issuer to that Exchange Participant via electronic transfer to that Exchange Participant s bank account or by way of a cheque made payable to that Exchange Participant which shall be sent to the Exchange which will forward it to that Exchange Participant.
      (3) In respect of every successful application for securities to be issued, sold or disposed of which does not bear, at the time when the application is lodged, the chop or in the case of electronic application instruction, the broker number of an Exchange Participant and in respect of every successful preferential application the brokerage paid by the applicant in respect of the application shall be passed on by the issuer to the Exchange via electronic transfer to the Exchange s designated bank account or by way of a cheque made payable to the Exchange which will retain such amount.
      (4) Brokerage which would be payable in respect of any securities taken up by an under writer or sub-underwriter in accordance with a normal underwriting or sub-underwriting agreement may be retained by such underwriter or sub-underwriter.
      8. Transaction Levy on Offers for Sale

      A listed issuer must notify the Exchange of every purchase and sale of its listed securities made under an offer for sale by or on behalf of a substantial shareholder. Every such purchase and sale is subject to the transaction levy payable to the Commission pursuant to section 394 of the Securities and Futures Ordinance. The transaction levy payable shall be paid to the Exchange by the issuer and the Exchange shall pay such amount to the Commission in accordance with that section.
      9. Trading Fee on Offers for Sale
      (1) A trading fee shall be payable to the Exchange by the issuer on every purchase and sale of listed securities made under an offer for sale by or on behalf of a substantial shareholder.
      (2) The trading fee shall be calculated at the rate of 0.005 per cent (rounded to the nearest cent) of the amount of the consideration and shall be payable by each of the vendor and the purchaser. The trading fee shall be payable in the manner determined by the Exchange from time to time.
      10. System Charges

      [Repealed 1 October 2009]
      11. Secondary Listings

      In the case of an overseas issuer, whose primary listing is or is to be on another stock exchange, the fees payable shall be as follows:—
      (1) initial listing fee — normally 25 per cent. of the fees listed in 1(1) above, subject to a minimum payment of HK$150,000, provided that the Exchange reserves the right to charge the same amount as the fee payable in the case of a primary listing if, in its sole opinion, the majority of the trading in the relevant securities is likely to be on the Exchange;
      (2) annual listing fee — normally 25 per cent. of the fees listed in 2(1)(a) or (c) above as appropriate, provided that the Exchange reserves the right to charge the same amount as the fee payable in the case of a primary listing if, in its sole opinion, the majority of the trading in the relevant securities is likely to be on the Exchange during the period to which the fee relates; and
      (3) all other fees shall be payable as for a primary listing.

      Note: For the purpose of this Appendix, listing of debt securities or derivative warrants shall be considered only as a primary listing on the Exchange notwithstanding that the debt securities or derivative warrants are listed on other stock exchange(s).
      12. General

      All fees or charges payable to the Exchange under this Appendix shall be net of all taxes, levies and duties. The Exchange reserves the right to revise any of the fees or charges prescribed above at any time, subject to the approval of the Commission pursuant to section 76 and section 24 of the Securities and Futures Ordinance. The Exchange may also at its sole discretion in any specific case reduce or waive the fees or charges prescribed above, except for the transaction levy on Qualifying Transactions in respect of which any reduction or waiver must be approved in writing by the Commission.

    • Appendix 9 Model Code for Sponsors [Repealed]

      [Repealed 1 January 2005]

    • Appendix 10 Model Code for Securities Transactions by Directors of Listed Issuers

      Basic Principles

      1. This code (both the basic principles and the rules) sets a required standard against which directors must measure their conduct regarding transactions in securities of their listed issuers. Any breach of such required standard will be regarded as a breach of the Exchange Listing Rules. A director must seek to secure that all dealings in which he is or is deemed to be interested be conducted in accordance with this code.
      2. A listed issuer may adopt its own code on terms no less exacting than those set out in this code if it so wishes. Any breach of such code will not be a breach of the Exchange Listing Rules unless it is also a breach of the required standard contained in this code.
      3. The Exchange regards it as highly desirable that directors of a listed issuer should hold securities in the listed issuer.
      4. Directors wishing to deal in any securities in a listed issuer must first have regard to the provisions of Parts XIII and XIV of the Securities and Futures Ordinance with respect to insider dealing and market misconduct. However, there are occasions where directors should not be free to deal in the listed issuer's securities even though the statutory requirements will not be contravened.
      5. The single most important thrust of this code is that directors who are aware of or privy to any negotiations or agreements related to intended acquisitions or disposals which are notifiable transactions under Chapter 14 of the Listing Rules or connected transactions under Chapter 14A of the Listing Rules or any inside information must refrain from dealing in the issuer's securities as soon as they become aware of them or privy to them until the information has been announced. Directors who are privy to relevant negotiations or agreements or any inside information should caution those directors who are not so privy that there may be inside information and that they must not deal in the issuer's securities for a similar period.
      6. In addition, a director must not make any unauthorised disclosure of confidential information, whether to co-trustees or to any other person (even those to whom he owes a fiduciary duty) or make any use of such information for the advantage of himself or others.

      Interpretation

      7. For the purpose of this code:
      (a) "dealing" includes, subject to paragraph (d) below, any acquisition, disposal or transfer of, or offer to acquire, dispose of or transfer, or creation of pledge, charge or any other security interest in, any securities of the listed issuer or any entity whose assets solely or substantially comprise securities of the listed issuer, and the grant, acceptance, acquisition, disposal, transfer, exercise or discharge of any option (whether call, put or both) or other right or obligation, present or future, conditional or unconditional, to acquire, dispose of or transfer securities, or any interest in securities, of the listed issuer or any such entity, in each case whether or not for consideration and any agreements to do any of the foregoing, and "deal" shall be construed accordingly;
      (b) "beneficiary" includes any discretionary object of a discretionary trust (where the director is aware of the arrangement) and any beneficiary of a non-discretionary trust;
      (c) "securities" means listed securities and any unlisted securities that are convertible or exchangeable into listed securities and structured products (including derivative warrants), such as those described in Chapter 15A of the Exchange Listing Rules, issued in respect of the listed securities of a listed issuer;
      (d) notwithstanding the definition of "dealing" in paragraph (a) above, the following dealings are not subject to the provisions of this code:
      (i) taking up of entitlements under a rights issue, bonus issue, capitalisation issue or other offer made by the listed issuer to holders of its securities (including an offer of shares in lieu of a cash dividend) but, for the avoidance of doubt, applying for excess shares in a rights issue or applying for shares in excess of an assured allotment in an open offer is a "dealing";
      (ii) allowing entitlements to lapse under a rights issue or other offer made by the listed issuer to holders of its securities (including an offer of shares in lieu of a cash dividend);
      (iii) undertakings to accept, or the acceptance of, a general offer for shares in the listed issuer made to shareholders other than those that are concert parties (as defined under the Takeovers Code) of the offeror;
      (iv) exercise of share options or warrants or acceptance of an offer for shares pursuant to an agreement entered into with a listed issuer before a period during which dealing is prohibited under this code at the pre-determined exercise price, being a fixed monetary amount determined at the time of grant of the share option or warrant or acceptance of an offer for shares;
      (v) an acquisition of qualification shares where, under the listed issuer's constitutional documents, the final date for acquiring such shares falls within a period when dealing is prohibited under this code and such shares cannot be acquired at another time;
      (vi) dealing where the beneficial interest or interests in the relevant security of the listed issuer do not change;
      (vii) dealing where a shareholder places out his existing shares in a "top-up" placing where the number of new shares subscribed by him pursuant to an irrevocable, binding obligation equals the number of existing shares placed out and the subscription price (after expenses) is the same as the price at which the existing shares were placed out; and
      (viii) dealing where the beneficial ownership is transferred from another party by operation of law.
      8. For the purpose of this code, the grant to a director of an option to subscribe or purchase his company's securities shall be regarded as a dealing by him, if the price at which such option may be exercised is fixed at the time of such grant. If, however, an option is granted to a director on terms whereby the price at which such option may be exercised is to be fixed at the time of exercise, the dealing is to be regarded as taking place at the time of exercise.

      RULES

      A. Absolute prohibitions
      1. A director must not deal in any of the securities of the issuer at any time when he possesses inside information in relation to those securities, or where clearance to deal is not otherwise conferred upon him under rule B.8 of this code.
      2. A director must not deal in the securities of an issuer when by virtue of his position as a director of another issuer, he possesses inside information in relation to those securities.
      3.
      (a) A director must not deal in any securities of the listed issuer on any day on which its financial results are published and:
      (i) during the period of 60 days immediately preceding the publication date of the annual results or, if shorter, the period from the end of the relevant financial year up to the publication date of the results; and
      (ii) during the period of 30 days immediately preceding the publication date of the quarterly results (if any) and half-year results or, if shorter, the period from the end of the relevant quarterly or half-year period up to the publication date of the results,
      unless the circumstances are exceptional, for example, where a pressing financial commitment has to be met as described in section C below. In any event, the director must comply with the procedure in rules B.8 and B.9 of this code.
      (b) The listed issuer must notify the Exchange in advance of the commencement of each period during which directors are not allowed to deal under rule A.3(a).
      Note: Directors should note that the period during which they are not allowed to deal under rule A.3 will cover any period of delay in the publication of a results announcement.
      4. Where a director is a sole trustee, the provisions of this code will apply to all dealings of the trust as if he were dealing on his own account (unless the director is a bare trustee and neither he nor any of his close associates is a beneficiary of the trust, in which case the provisions of this code will not apply).
      5. Where a director deals in the securities of a listed issuer in his capacity as a co-trustee and he has not participated in or influenced the decision to deal in the securities and is not, and none of his close associates is, a beneficiary of the trust, dealings by the trust will not be regarded as his dealings.
      6. The restrictions on dealings by a director contained in this code will be regarded as equally applicable to any dealings by the director's spouse or by or on behalf of any minor child (natural or adopted) and any other dealings in which for the purposes of Part XV of the Securities and Futures Ordinance he is or is to be treated as interested. It is the duty of the director, therefore, to seek to avoid any such dealing at a time when he himself is not free to deal.
      7. When a director places investment funds comprising securities of the listed issuer under professional management, discretionary or otherwise, the managers must nonetheless be made subject to the same restrictions and procedures as the director himself in respect of any proposed dealings in the listed issuer's securities.
      B. Notification
      8. A director must not deal in any securities of the issuer without first notifying in writing the chairman or a director (otherwise than himself) designated by the board for the specific purpose and receiving a dated written acknowledgement. In his own case, the chairman must first notify the board at a board meeting, or alternatively notify a director (otherwise than himself) designated by the board for the purpose and receive a dated written acknowledgement before any dealing. The designated director must not deal in any securities of the issuer without first notifying the chairman and receiving a dated written acknowledgement. In each case,
      (a) a response to a request for clearance to deal must be given to the relevant director within five business days of the request being made; and
      (b) the clearance to deal in accordance with (a) above must be valid for no longer than five business days of clearance being received.
      Note: For the avoidance of doubt, the restriction under A.1 of this code applies if inside information develops following the grant of clearance.
      9. The procedure established within the listed issuer must, as a minimum, provide for there to be a written record maintained by the listed issuer that the appropriate notification was given and acknowledged pursuant to rule B.8 of this code, and for the director concerned to have received written confirmation to that effect.
      10. Any director of the listed issuer who acts as trustee of a trust must ensure that his co-trustees are aware of the identity of any company of which he is a director so as to enable them to anticipate possible difficulties. A director having funds under management must likewise advise the investment manager.
      11. Any director who is a beneficiary, but not a trustee, of a trust which deals in securities of the listed issuer must endeavour to ensure that the trustees notify him after they have dealt in such securities on behalf of the trust, in order that he in turn may notify the listed issuer. For this purpose, he must ensure that the trustees are aware of the listed issuers of which he is a director.
      12. The register maintained in accordance with Section 352 of the Securities and Futures Ordinance should be made available for inspection at every meeting of the board.
      13. The directors of a company must as a board and individually endeavour to ensure that any employee of the company or director or employee of a subsidiary company who, because of his office or employment in the company or a subsidiary, is likely to possess inside information in relation to the securities of any issuer does not deal in those securities when he would be prohibited from dealing by this code if he were a director.
      C. Exceptional circumstances
      14. If a director proposes to sell or otherwise dispose of securities of the listed issuer under exceptional circumstances where the sale or disposal is otherwise prohibited under this code, the director must, in addition to complying with the other provisions of this code, comply with the provisions of rule B.8 of this code regarding prior written notice and acknowledgement. The director must satisfy the chairman or the designated director that the circumstances are exceptional and the proposed sale or disposal is the only reasonable course of action available to the director before the director can sell or dispose of the securities. The listed issuer shall give written notice of such sale or disposal to the Exchange as soon as practicable stating why it considered the circumstances to be exceptional. The listed issuer shall publish an announcement in accordance with rule 2.07C immediately after any such sale or disposal and state that the chairman or the designated director is satisfied that there were exceptional circumstances for such sale or disposal of securities by the director. An example of the type of circumstances which may be considered exceptional for such purposes would be a pressing financial commitment on the part of the director that cannot otherwise be satisfied.
      D. Disclosure
      15. In relation to securities transactions by directors, a listed issuer shall disclose in its interim reports (and summary interim reports, if any) and the Corporate Governance Report contained in its annual reports (and summary financial reports, if any):
      (a) whether the listed issuer has adopted a code of conduct regarding securities transactions by directors on terms no less exacting than the required standard set out in this code;
      (b) having made specific enquiry of all directors, whether its directors have complied with, or whether there has been any non-compliance with, the required standard set out in this code and its code of conduct regarding securities transactions by directors; and
      (c) in the event of any non-compliance with the required standard set out in this code, details of such non-compliance and an explanation of the remedial steps taken by the listed issuer to address such non-compliance.

    • Appendix 11 Model Form of Formal Notice

      • Form A Model Form of Formal Notice for Offers for Sale or Subscription

        Form A

        MODEL FORM OF FORMAL NOTICE

        FOR OFFERS FOR SALE OR SUBSCRIPTION

        Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

        This advertisement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

        [XYZ Limited]

        (Incorporated in [Hong Kong] under the [Companies Ordinance])

        NEW ISSUE

        of

        200,000,000 ordinary shares of 10 cents each

        at

        HK$1.00 per share

        Underwritten by

        Lead Manager [and Sponsor]

        ABC & Co.

        Joint Managers

        DEF & Co.  GHI & Co.  JKL & Co.  MNO & Co.

        [Sponsor]

        [RST & Co.]

        Copies of the listing document required by the Listing Rules of The Stock Exchange of Hong Kong Limited together with application forms are available during normal office hours up to and including [XXX, 20 ] from:—

        Any Exchange Participant of The Stock Exchange of Hong Kong Limited

        Application for the shares will only be considered on the basis of the listing document dated [XXX, 20 ].

        Application has been made to The Stock Exchange of Hong Kong Limited for listing of and permission to deal in the shares of XYZ Limited in issue and to be issued as described in the listing document. Dealings are expected to commence on [XXX, 20 ].

        Dated                    , 20        .

      • Form B Model Form of Formal Notice for Introductions

        Form B

        MODEL FORM OF FORMAL NOTICE

        [INTRODUCTIONS] [TRANSFERS FROM GEM TO THE MAIN BOARD]

        Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

        This advertisement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares.

        [XYZ Limited]
        (incorporated in [Hong Kong] under the [Companies Ordinance])
        (Stock code on Main Board: xxxx)
        [(Stock code on GEM: xxxx)]

        Notice of the [INTRODUCTION] [TRANSFER FROM GEM TO THE MAIN BOARD]
        of the whole of the issued share capital
        comprising 200,000,000 ordinary shares
        of HK$1.00 each

        on

        THE STOCK EXCHANGE OF HONG KONG LIMITED

        [Sponsor]

        ABC & Co.

        [Sponsor]

        [DEF & Co.]

        Copies of the listing document required by the Listing Rules of The Stock Exchange of Hong Kong Limited are available for information purposes only from the Sponsor at [                                                 ] for a period of [14] days from the date of this Notice.

        Application has been made to The Stock Exchange of Hong Kong Limited for listing of and for permission to deal in the above securities. Dealings in the above securities are expected to commence on [XXX, 20        ].

        Dated                  , 20        .

      • Form C Model Form of Formal Notice for Placings

        Form C

        MODEL FORM OF FORMAL NOTICE

        FOR PLACINGS

        Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

        This advertisement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

        [XYZ Limited]
        (incorporated in [Hong Kong] under the [Companies Ordinance])

        NOTICE OF LISTING BY WAY OF PLACING ON

        THE STOCK EXCHANGE OF HONG KONG LIMITED

        200,000,000 ordinary shares of HK$1.00 each

        of which [                      ] are to be placed with

        [                      ] and [                      ] are to be made available to members

        of the general public

        by

        Lead Manager [and Sponsor]

        ABC & Co.

        Joint Managers

        DEF & Co   GHI & Co.   JKL & Co.   MNO & Co.

        [Sponsor]

        [RST & Co.]

        Copies of the listing document required by the Listing Rules of The Stock Exchange of Hong Kong Limited together with application forms are available during normal office hours up to and including [XXX, 20        ] from:

        Application for the shares will only be considered on the basis of the listing document dated [XXX, 20        ].

        Application has been made to The Stock Exchange of Hong Kong Limited for listing of and permission to deal in the [securities] [the whole of the ordinary share capital of XYZ Limited, issued and to be issued] as described in the listing document. Dealings are expected to commence on [XXX, 20        ].

        Dated               , 20        .

      • Form D Model Form of Formal Notice for Debt Issues to Professional Investors Only

        Form D

        MODEL FORM OF FORMAL NOTICE FOR DEBT ISSUES TO PROFESSIONAL INVESTORS ONLY

        Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

        This advertisement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

        NOTICE OF LISTING ON THE STOCK EXCHANGE OF HONG KONG LIMITED

        $[AGGREGATE NOMINAL AMOUNT]

        [ISSUER]

        (incorporated in [Hong Kong] under the [Companies Ordinance])

        [BONDS]/[NOTES]

        [guaranteed by]

        [GUARANTOR]

        (incorporated in [Hong Kong] under the [Companies Ordinance])

        Sponsor

        [                    ]

        Lead Manager[s]

        [                    ]

        Co-Managers

        [                    ]

        Application has been made to The Stock Exchange of Hong Kong Limited for listing of and permission to deal in [$ aggregate nominal amount] [Issuer] [Bonds] (guaranteed by [                    ]) ("the [Bonds]") as described in the Listing Document and such permission to deal in the Bonds is expected to become effective on [                    ], 20[      ].

        [                    ], 20[      ]

    • Appendix 12 Securities and Futures (Stock Market Listing) Rules

      (Made by the Securities and Futures Commission under section 36(1) of the Securities and Futures Ordinance (Cap.571) after consultation with the Financial Secretary and The Stock Exchange of Hong Kong Limited)

      • Part I Preliminary

        • 1. Commencement

          These Rules shall come into operation on the day appointed for the commencement of the Securities and Futures Ordinance (Cap.571)

        • 2. Interpretation

          In these Rules, unless the context otherwise requires —

          "applicant" (申請人) means a corporation or other body which has submitted an application under section 3;

          "application" (申請) means an application submitted under section 3 and all documents in support of or in connection with the application including any replacement of and amendment and supplement to the application;

          "approved share registrar" (認可股份登記員) means a share registrar who is a member of an association of persons approved by the Commission under section 12;

          "issuer" (發行人) means a corporation or other body the securities of which are listed, or proposed to be listed, on a recognized stock market;

          "share registrar" (股份登記員) means any person who maintains in Hong Kong the register of members of a corporation the securities of which are listed, or proposed to be listed, on a recognized stock market.

      • Part II Stock Market Listing

        • 3. Requirements for listing applications

          An application for the listing of any securities issued or to be issued by the applicant shall —

          (a) comply with the rules and requirements of the recognized exchange company to which the application is submitted (except to the extent that compliance is waived or not required by the recognized exchange company);
          (b) comply with any provision of law applicable; and
          (c) contain such particulars and information which, having regard to the particular nature of the applicant and the securities, is necessary to enable an investor to make an informed assessment of the activities, assets and liabilities and financial position, of the applicant at the time of the application and its profits and losses and of the rights attaching to the securities.

        • 4. Exemptions from sections 3 and 5

          Sections 3 and 5 do not apply to the listing of any —

          (a) securities issued or allotted —
          (i) by a capitalization issue pro rata (apart from fractional entitlements) to existing shareholders, whether or not they are shareholders whose addresses registered in the books of the corporation are in a place outside Hong Kong and to whom the securities are not actually issued or allotted because of restrictions imposed by legislation of that place; or
          (ii) pursuant to a scrip dividend scheme which has been approved by the corporation in general meeting;
          (b) securities offered on a pre-emptive basis, pro rata (apart from fractional entitlements) to existing holdings, to holders of the relevant class of shares in the corporation, whether or not they are shareholders whose addresses registered in the books of the corporation are in a place outside Hong Kong and to whom the securities are not actually offered because of restrictions imposed by legislation of that place;
          (c) shares issued in substitution for shares listed on a recognized stock market, if the issue of the shares does not involve any increase in the issued share capital of the corporation;
          (d) shares issued or allotted pursuant to the exercise of options granted to existing employees as part of their remuneration under a scheme approved by the shareholders of the corporation in a general meeting.

        • 5. Copy of application to be filed with the Commission

          (1) An applicant shall file a copy of its application with the Commission within one business day after the day on which the application is submitted to a recognized exchange company.
          (2) An applicant is regarded as having complied with subsection (1) on the day it submits the application to a recognized exchange company if, prior to or at the time of submitting the application to the recognized exchange company, the applicant has authorized the recognized exchange company in writing to file the application with the Commission on its behalf.

        • 6. Powers of the Commission to require further information and to object to listing

          (1) Subject to subsection (8), the Commission may, by notice to an applicant and a recognized exchange company given within 10 business days from the date the applicant files a copy of its application with the Commission (or if there is more than one such date, the latest date), require the applicant to supply to the Commission such further information as the Commission may reasonably require for the performance of its functions under these Rules.
          (2) The Commission may, within the period specified in subsection (6), by notice to an applicant and a recognized exchange company, object to a listing of any securities to which an application relates if it appears to the Commission that —
          (a) the application does not comply with a requirement under section 3;
          (b) the application is false or misleading as to a material fact or is false or misleading through the omission of a material fact;
          (c) the applicant has failed to comply with a requirement under subsection (1) or, in purported compliance with the requirement has furnished the Commission with information which is false or misleading in any material particular; or
          (d) it would not be in the interest of the investing public or in the public interest for the securities to be listed.
          (3) The Commission may, within the period specified in subsection (6), notify an applicant and a recognized exchange company that —
          (a) it does not object to the listing of any securities to which an application relates; or
          (b) it does not object to the listing of any securities to which an application relates subject to such conditions as the Commission may think fit to impose.
          (4) A recognized exchange company may list the securities to which an application relates only if —
          (a) the Commission has not, within the period specified in subsection (6), given a notice in relation to the application under subsection (2) or (3)(b);
          (b) the Commission has given a notice in relation to the application under subsection (3)(a); or
          (c) the conditions referred to in subsection (3)(b) in relation to the application have been complied with.
          (5) Where the Commission objects to a listing under subsection (2) or imposes any condition under subsection (3)(b), the objection or imposition shall take effect immediately.
          (6) The period specified for the purposes of subsections (2), (3) and (4) is 10 business days —
          (a) where the Commission has not given a notice under subsection (1) in relation to the application, from the date the applicant files a copy of the application with the Commission (or if there is more than one such date, the latest date); or
          (b) where the Commission has given a notice under subsection (1) in relation to the application, from the date when the further information is supplied.
          (7) A notice given under subsection (2) shall be accompanied by a statement specifying the reasons for the objection.
          (8) The Commission shall not give any notice to an applicant under subsection (1) after —
          (a) it has given a notice in relation to the application under subsection (3)(a); or
          (b) the conditions referred to in subsection (3)(b) in relation to the application have been complied with.

        • 7. Copy of ongoing disclosure materials to be filed with the Commission

          (1) An issuer shall file with the Commission a copy of any announcement, statement, circular, or other document made or issued by it or on its behalf to the public or to a group of persons comprising members of the public (including its shareholders) —
          (a) under the rules and requirements of a recognized exchange company or any provision of law applicable; or
          (b) pursuant to the terms of any listing agreement between the issuer and a recognized exchange company under the rules of the recognized exchange company,
          within one business day following the day on which such announcement, statement, circular or other document is made or issued.
          (2) A person shall file with the Commission a copy of any announcement, statement, circular or other document made or issued by the person or on his behalf to the public or to a group of persons comprising members of the public (including holders of the securities of an issuer) under any codes published by the Commission under section 399(2)(a) and (b) of the Ordinance within one business day following the day on which such announcement, statement, circular or other document is made or issued.
          (3) An issuer or a person is regarded as having complied with subsection (1) or (2) if the issuer or the person has —
          (a) filed with the recognized exchange company concerned; and
          (b) authorized the recognized exchange company in writing to file with the Commission on behalf of the issuer or the person, as the case may be,
          a copy of the relevant announcement, statement, circular or other document.

      • Part III Suspension of Dealings

        • 8. Suspension of dealings in securities

          (1) Where it appears to the Commission that —
          (a) any materially false, incomplete or misleading information has been included in any —
          (i) document (including but not limited to any prospectus, circular, introduction document and document containing proposals for an arrangement or reconstruction of a corporation) issued in connection with a listing of securities on a recognized stock market; or
          (ii) announcement, statement, circular or other document made or issued by or on behalf of an issuer in connection with its affairs;
          (b) it is necessary or expedient in the interest of maintaining an orderly and fair market in securities traded through the facilities of a recognized exchange company on the recognized stock market it operates;
          (c) it is in the interest of the investing public or in the public interest, or it is appropriate for the protection of investors generally or for the protection of investors in any securities listed on a recognized stock market; or
          (d) there has been a failure to comply with any condition imposed by the Commission under section 9(3)(c),
          the Commission may, by notice to the recognized exchange company, direct the recognized exchange company to suspend all dealings in any securities specified in the notice.
          (2) The recognized exchange company shall comply with any notice given under subsection (1) without delay.

        • 9. Powers of the Commission upon the suspension under this Part of dealings in any securities

          (1) An issuer which is aggrieved by a direction given by the Commission under section 8 may make representations in writing to the Commission and where an issuer makes such representations, the Commission shall notify the recognized exchange company.
          (2) In respect of a direction given by the Commission under section 8, the recognized exchange company may make representations in writing to the Commission irrespective of whether representations in respect of that direction have been made by an issuer under subsection (1) and where the recognized exchange company makes such representations, the Commission shall notify the issuer.
          (3) Where the Commission has —
          (a) directed a recognized exchange company to suspend dealings in any securities under section 8(1); and
          (b) considered any —
          (i) representations made by the issuer under subsection (1);
          (ii) representations made by the recognized exchange company under subsection (2); and
          (iii) further representations made by the issuer or the recognized exchange company,
          the Commission may, by notice to the recognized exchange company —
          (c) permit dealings in the securities to recommence subject to such conditions as the Commission may think fit to impose, being conditions of the nature specified in subsection (4); or
          (d) direct the recognized exchange company to cancel the listing of the securities on a recognized stock market operated by it if the Commission —
          (i) is satisfied that there has been a failure to comply with any requirement in respect of listing set out in these Rules or in any other rules made under section 36 of the Ordinance; or
          (ii) considers that the cancellation of the listing is necessary to maintain an orderly market in Hong Kong,
          and the recognized exchange company shall comply with the direction without delay.
          (4) The conditions which may be imposed under subsection (3)(c) are —
          (a) where the Commission has given a direction under section 8(1)(a) or (d), conditions imposed with the object of ensuring, so far as is reasonably practicable, that the issuer remedies the default by reason of which the suspension of dealings was directed;
          (b) where the Commission has given a direction under section 8(1)(b), such conditions as the Commission may consider necessary or expedient in the interest of maintaining an orderly and fair market in securities traded through the facilities of the recognized exchange company mentioned in that section;
          (c) where the Commission has given a direction under section 8(1)(c), such conditions as the Commission may consider to be in the interest of the investing public or in the public interest, or to be appropriate for the protection of nvestors generally or for the protection of the investors mentioned in that section.
          (5) In subsection (3), "further representations" (進一步申述) means representations either in writing or orally or both in writing and orally as the issuer or the recognized exchange company may determine which are submitted within such reasonable time as the Commission may determine.
          (6) The powers of the Commission under this section may only be exercised by a meeting of the Commission and are not delegable.
          (7) A member of the Commission who made the decision in the exercise of the Commission 's powers under section 8 shall not participate in the deliberations or voting of the Commission in the performance of its functions under this section as regards that exercise of the Commission 's powers.
          (8) Notwithstanding subsection (7), the member of the Commission referred to in that subsection may attend any meeting or proceeding of the Commission in the performance of its functions under this section as regards the exercise of the Commission 's powers under section 8 and may make such explanations of his decision as he thinks necessary.

        • 10. Provisions supplementary to sections 8 and 9

          (1) At any hearing held by the Commission to receive oral representations made to it under section 9(3)(b)(iii), the issuer and the recognized exchange company each have the right to be represented by its counsel or solicitor.
          (2) If representations are made under section 9(1) or (2) against a direction made under section 8(1) then, pending the decision of the Commission under section 9(3), all dealings in the securities concerned shall remain suspended.

        • 11. Restriction on re-listing

          No security the listing of which has been cancelled under section 9(3)(d) shall be listed again on a recognized stock market except in accordance with Part 2.

      • Part IV Approved Share Registrars

        • 12. Approval of share registrars

          (1) The Commission may approve an association of persons as an association each of whose members shall be an approved share registrar for the purposes of these Rules.
          (2) The Commission may cancel the approval of any association of persons approved under subsection (1).
          (3) The Commission shall maintain a list of associations of persons approved under subsection (1).

        • 13. Securities not to be listed where approved share registrar not employed

          No application made by a corporation to a recognized exchange company for the listing of any securities issued or to be issued by that applicant shall be approved by the recognized exchange company unless the applicant is an approved share registrar or employs an approved share registrar as its share registrar.

        • 14. Suspension of dealings on cessation of employment, etc. of approved share registrar

          (1) Where —
          (a) the securities of a corporation are listed on a recognized stock market; and
          (b) the corporation ceases either to be an approved share registrar or to employ an approved share registrar as its share registrar,
          the recognized exchange company shall give the corporation a notice of its intention to suspend dealings in the securities of the corporation unless, before the date specified in the notice, being 3 months after the date on which the recognized exchange company first learned of such cessation or 21 days from the date of the notice, whichever is the later, the corporation becomes an approved share registrar or employs an approved share registrar as its share registrar.
          (2) Where the corporation fails to comply with the requirement stated in the notice given under subsection (1), the recognized exchange company shall suspend dealings in the securities of the corporation.
          (3) The Commission may require a recognized exchange company to give notice under subsection (1) to a corporation which has ceased either to be an approved share registrar or to employ an approved share registrar as its share registrar if, in the opinion of the Commission, the recognized exchange company has failed or neglected to do so within a reasonable time, and the recognized exchange company shall comply with the requirement without delay.
          (4) A recognized exchange company which has suspended dealings in the securities of any corporation under subsection (2) shall permit the recommencement of dealings in those securities when it is satisfied that the corporation has become an approved share registrar or has employed an approved share registrar as its share registrar.

        • 15. Power to exempt

          (1) The Commission may exempt all or any particular class of securities issued by a corporation specified in a notice under subsection (2) from all or any of the provisions of this Part.
          (2) An exemption granted under subsection (1) shall be notified by the Commission to the corporation specified in the notice and to the recognized exchange company which operates the recognized stock market on which the exempted class of securities is, or is proposed to be, listed.
          (3) The Commission may withdraw any exemption granted under subsection (1), and the withdrawal shall be notified in the same manner as an exemption is required to be notified under subsection (2).
          (4) Where an exemption in respect of any securities of a corporation has been withdrawn under subsection (3), the recognized exchange company shall suspend dealings in those securities unless —
          (a) at the date of notification of the withdrawal, the corporation is an approved share registrar or employs an approved share registrar as its share registrar; or
          (b) within 3 months after the date of notification of the withdrawal, the corporation becomes an approved share registrar or employs an approved share registrar as its share registrar.

        • 16. Appeal against suspension

          (1) Where a recognized exchange company suspends dealings in the securities of a corporation under section 14 or 15(4) the corporation may, within 21 days of the suspension, appeal in writing to the Commission against the suspension.
          (2) An appeal under subsection (1) shall be accompanied by such submissions in writing as the corporation wishes to make.
          (3) On any appeal under subsection (1), the Commission may —
          (a) dismiss the appeal;
          (b) direct the recognized exchange company to permit the recommencement of dealings in the securities; or
          (c) direct the recognized exchange company to permit the recommencement of dealings in the securities subject to such conditions as the Commission thinks fit.

      • Part V Miscellaneous

        • 17. Waiver of requirements of Parts 2 and 3

          The Commission may, by notice to an applicant or an issuer and a recognized exchange company, modify or waive, subject to such reasonable conditions as the Commission may think fit to impose, any requirement of Parts 2 and 3 where the Commission is of the opinion that —

          (a) the applicant or issuer, as the case may be, cannot comply with the requirement or it would be unreasonable or unduly burdensome for the applicant or issuer to do so;
          (b) the requirement has no relevance to the circumstances of the applicant or issuer, as the case may be; or
          (c) compliance with the requirement would be detrimental to the commercial interests of the applicant or issuer, as the case may be, or to the interests of the holders of its securities.

        • 18. Suspensions, etc. by a recognized exchange company to be notified to the Commission

          (1) If a recognized exchange company intends to suspend dealings in any securities it shall, where reasonably practicable, inform the Commission of its intention prior to such suspension or, if not so practicable, inform the Commission of the suspension as soon as possible after the suspension
          (2) If a recognized exchange company, after having suspended dealings in any securities, intends to permit dealings in the securities to recommence, it shall, where reasonably practicable, inform the Commission of its intention to permit dealings to recommence or, if not so practicable, inform the Commission as soon as possible after permitting dealings to recommence.
          (3) A recognized exchange company shall not cancel the listing of any securities unless it gives the Commission at least 48 hours' notice of its intention to do so.
          (4) This section applies only to the suspension of dealings in any securities or the cancellation of dealings in any securities by a recognized exchange company other than in accordance with a direction of the Commission under section 8 or 9.

        • 19. Notices, etc. to be in writing

          Any notice or direction under these Rules shall be in writing.

        • 20. Transitional

          (1) Where —
          (a) before the commencement of these Rules, any power could have been, but was not, exercised under rule 9 or 10 of the Securities (Stock Exchange Listing) Rules (Cap.333 sub. leg.) which has been repealed under section 406 of the Ordinance ("the repealed Rules"); or
          (b) before such commencement any power has been exercised under any provision referred to in paragraph (a), and the exercise of the power would, but for the commencement, continue to have force and effect on or after such commencement,
          then —
          (c)
          (i) where paragraph (a) applies, the power may be exercised; or
          (ii) where paragraph (b) applies, the exercise of the power shall continue to have force and effect,
          as if the repealed Rules had not been repealed; and
          (d) the provisions of the repealed Rules shall continue to apply to the exercise of the power and to any matters relating thereto (including any right to make representations in respect of the exercise of the power under rule 9) as if the repealed Rules had not been repealed.
          (2) Subject to subsection (3), where before the commencement of these Rules, an application is made under rule 3 of the repealed Rules and immediately before such commencement the application has not been approved, refused or withdrawn, the application shall upon such commencement be treated as an application under section 3 and the provisions of these Rules (except section 3) shall apply accordingly.
          (3) Section 5 shall apply only to any part of an application submitted on or after the commencement of these Rules.

          Andrew Len Tao SHENG
          Chairman,
          Securities and Futures Commission

          9 December 2002

          Explanatory Note

          These Rules are made by the Securities and Futures Commission under section 36(1) of the Securities and Futures Ordinance (Cap.571). The Rules —

          (a) prescribe certain requirements to be met before securities may be listed, including requirements for applications for the listing of securities and the employment of approved share registrars;
          (b) provide for the cancellation of the listing of securities if the requirements are not met;
          (c) prescribe the circumstances in which and the conditions subject to which a recognized exchange company shall suspend dealings in securities;
          (d) provide for the filing with the Commission of copies of applications for the listing of securities and information disclosed to the public by issuers and certain other persons; and
          (e) provide for other requirements to be complied with by a recognized exchange company.

    • Appendix 13 Additional Requirements in Respect of Certain Jurisdictions

      • Part A Bermuda

        PART A

        BERMUDA

        Section 1. Additional Requirements for memorandum and bye-laws

        Section 2. Modifications and additional requirements

        • Section 1 Additional Requirements for the Memorandum and Bye-Laws of Issuers Incorporated or Otherwise Established in Bermuda

          In addition to the provisions of Appendix 3, the bye-laws of issuers incorporated or otherwise established in Bermuda whose primary listing is or is to be on the Exchange must conform with the following provisions:—

          1. As regards the memorandum and bye-laws

          The memorandum and bye-laws must stipulate that they may not be changed without a special resolution, and the bye-laws shall define "special resolution" to mean a resolution passed by members holding three-fourths of the voting rights of those present and voting in person or by proxy at a meeting of members.
          2. As regards share capital
          (1) The bye-laws shall stipulate that for the purposes of Section 47 of the Companies Act 1981 of Bermuda the specified proportion of the holders of shares of a particular class required to sanction a resolution passed at a separate meeting of those holders to approve a variation of class rights shall be members holding three-fourths of the voting rights of that class present and voting in person or by proxy at such meeting.
          (2) Where the issuer is permitted by Bermudian law so to do, the bye-laws shall provide that a proxy need not be a member of the issuer.
          3. As regards shareholders

          The bye-laws shall stipulate that any annual general meeting must be called by notice of at least 21 days, and that any other general meeting (including an extraordinary general meeting) must be called by notice of at least 14 days.

          Note: The bye-laws may provide that issuers may convene a general meeting on shorter notice than required under this provision or the companies' bye-laws if it is agreed:
          (a) in the case of an annual general meeting, by all the members entitled to attend and vote at the meeting; and
          (b) in any other case, by a majority in number of the members having the right to attend and vote at the meeting, being a majority together representing at least 95% of the total voting rights at the meeting of all the members.
          4. As to accounts
          (1) The bye-laws shall require the issuer to keep proper books of account necessary to give a true and fair view of the issuer's affairs.
          (2) The bye-laws shall provide that accounts shall be laid before members at the annual general meeting which must be held in each year; not more than 15 months (or such longer period as the Exchange may authorise) may elapse between the date of one annual general meeting and the next.
          5. As to directors

          The bye-laws shall stipulate that the issuer in general meeting must approve the payment to any director or past director of any sum by way of compensation for loss of office or as consideration for or in connection with his retirement from office (not being a payment to which the director is contractually entitled).
          6. As to corporate representatives

          The bye-laws shall provide that if a recognised clearing house within the meaning of Part 1 of Schedule 1 to the Securities and Futures Ordinance is a member of the company it may authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the company or at any meeting of any class of members of the company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. A person authorised pursuant to this provision shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual shareholder of the company.

        • Section 2 Modifications and Additional Requirements (see rules 19.05(6)(a)(ii), 19.08(4) and 19.10(2), (3) and (5)(a))

          1. In the case of an introduction in the circumstances set out in rule 7.14(3):—
          (1) the summary of the provisions of the constitutive documents of the overseas issuer, which is required by rule 19.10(2);
          (2) the summary of the relevant regulatory provisions (statutory or otherwise) of the jurisdiction in which the overseas issuer is incorporated or otherwise established, which is required by rule 19.10(3); and
          (3) the comparison between those constitutive documents and the listed Hong Kong issuer's existing articles of association, which is required by rule 19.10(5)(a),
          may be offered for inspection rather than set out in the listing document.
          2. In such cases the details of the articles of association or equivalent document required to be set out in the listing document by paragraph 7 of Part A of Appendix 1 may be limited to a summary of the changes, if any, between the Hong Kong issuer's articles of association and the overseas issuer's proposed constitutive documents, in respect of each of the areas set out in that paragraph, provided that the summary also includes details of any differences or additional provisions in the proposed new constitutive documents which confer on directors of the overseas issuer any special powers, the exercise of which would affect the rights or interests of the shareholders.
          3. The summary and, where relevant, comparison of the constitutive documents required by rules 19.10(2) and 19.10(5)(a), must be set out under the following headings and where any item is not applicable the words "not applicable" should be inserted under the relevant heading:—
          (1) directors
          (a) power to allot and issue shares
          (i) summary
          (ii) differences
          (b) power to dispose of the overseas issuer's or any of its subsidiaries' assets
          (i) summary
          (ii) differences
          (c) compensation or payments for loss of office
          (i) summary
          (ii) differences
          (d) loans to directors
          (i) summary
          (ii) differences
          (e) giving of financial assistance to purchase the overseas issuer's or any of its subsidiaries' shares
          (i) summary
          (ii) differences
          (f) disclosure of interests in contracts with the overseas issuer or any of its subsidiaries
          (i) summary
          (ii) differences
          (g) remuneration
          (i) summary
          (ii) differences
          (h) retirement, appointment, removal
          (i) summary
          (ii) differences
          (i) borrowing powers
          (i) summary
          (ii) differences
          (2) alterations to constitutional documents
          (i) summary
          (ii) differences
          (3) variation of rights of existing shares or classes of shares
          (i) summary
          (ii) differences
          (4) special resolutions — majority required
          (i) summary
          (ii) differences
          (5) voting rights (generally and on a poll)
          (i) summary
          (ii) differences
          (6) requirements for annual general meetings
          (i) summary
          (ii) differences
          (7) accounts and audit
          (i) summary
          (ii) differences
          (8) notice of meetings and business to be conducted thereat
          (i) summary
          (ii) differences
          (9) transfer of shares
          (i) summary
          (ii) differences
          (10) power of overseas issuer to purchase its own shares
          (i) summary
          (ii) differences
          (11) power for any subsidiary of the overseas issuer to own shares in its parent
          (i) summary
          (ii) differences
          (12) dividends and other methods of distribution
          (i) summary
          (ii) differences
          (13) proxies
          (i) summary
          (ii) differences
          (14) calls on shares and forfeiture of shares
          (i) summary
          (ii) differences
          (15) inspection of register of members
          (i) summary
          (ii) differences
          (16) quorum for meetings and separate class meetings
          (i) summary
          (ii) differences
          (17) rights of the minorities in relation to fraud or oppression thereof
          (i) summary
          (ii) differences
          (18) procedures on liquidation
          (i) summary
          (ii) differences
          (19) any other provisions material to the overseas issuer or the shareholders thereof.
          4. [Repealed 2 November 2009]

          Additional Documents on Display
          5. The requirements of Chapter 19 and this Appendix mean that in the case of an introduction in the circumstances set out in rule 7.14(3) the following additional documents must be offered for inspection:—
          (1) a summary of the relevant regulatory provisions (statutory or otherwise) of the country where the overseas issuer is incorporated or otherwise established together with a copy of all relevant statutes and/or regulations;
          (2) a summary of the provisions of the proposed new constitutive documents of the overseas issuer and a comparison between the overseas issuer's constitutive documents and the constitutive documents of the listed Hong Kong issuer or issuers whose securities have been exchanged; and
          (3) copies of the full valuation report in respect of any property valuations which are only summarised in the listing document (see rule 19.10(5)(e)).

      • Part B The Cayman Islands

        PART B

        THE CAYMAN ISLANDS

        Section 1. Additional requirements for memorandum and articles of association

        Section 2. Modifications and additional requirements

        • Section 1 Additional Requirements for the Memorandum and Articles of Association of Issuers Incorporated or Otherwise Established in the Cayman Islands

          In addition to the provisions of Appendix 3, the articles of association of issuers incorporated or otherwise established in the Cayman Islands whose primary listing is or is to be on the Exchange must conform with the following provisions:—

          1. As regards the memorandum and articles of association

          To the extent that the same is permissible under Cayman Islands law, the memorandum and articles of association must stipulate that they may not be changed without a special resolution, and the articles of association shall define "special resolution" to mean a resolution passed by members holding three-fourths of the voting rights of those present and voting in person or by proxy at a meeting of members.
          2. As regards share capital
          (1) The articles of association shall stipulate that if at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied only with the consent in writing of the holders of three-fourths in nominal value of the issued shares of the class in question or with the sanction of a resolution passed at a separate general meeting of the holders of the shares of that class by members holding shares representing three-fourths in nominal value of the shares present in person or by proxy and voting at such meeting. The articles of association shall provide that to every such separate general meeting the provisions of the articles of association relating to general meetings shall mutatis mutandis apply, but the articles of association may vary the quorum provisions relevant to any such meeting.
          (2) The articles of association shall provide that every member shall be entitled to appoint a proxy who need not necessarily be a member of the issuer and that every shareholder being a corporation shall be entitled to appoint a representative to attend any general meeting of the issuer and, where a corporation is so represented, it shall be treated as being present at any meeting in person.
          (3) [Repealed 1 January 2009]
          3. As regards shareholders
          (1) The articles of association shall stipulate that any annual general meeting must be called by notice of at least 21 days, and that any other general meeting (including an extraordinary general meeting) must be called by notice of at least 14 days. The articles of association shall stipulate that the notice convening a meeting shall contain particulars of the resolutions to be considered at that meeting.

          Note: The articles of association may provide that issuers may convene a general meeting on shorter notice than required under this provision or the companies' articles of association if it is agreed:
          (a) in the case of an annual general meeting, by all the members entitled to attend and vote at the meeting; and
          (b) in any other case, by a majority in number of the members having the right to attend and vote at the meeting, being a majority together representing at least 95% of the total voting rights at the meeting of all the members.
          (2) The articles of association shall provide for the branch register of members in Hong Kong to be open for inspection by members but may permit the company to close the register in terms equivalent to section 632 of the Companies Ordinance.
          (3) The articles of association shall require an annual general meeting to be held in each year and shall provide that the audited accounts shall be sent to members at the same time as the notice of annual general meeting.
          4. As to accounts
          (1) The articles of association shall require the issuer to keep proper books of account necessary to give a true and fair view of the issuer's affairs.
          (2) The articles of association shall provide that accounts shall be audited and shall be laid before members at the annual general meeting which must be held in each year; not more than 15 months (or such longer period as the Exchange may authorise) may elapse between the date of one annual general meeting and the next.
          5. As to directors
          (1) The articles of association shall provide that directors may be removed at any time by ordinary resolution of the members.
          (2) The articles of association shall restrict the making of loans to directors and their close associates and shall import provisions at least equivalent to the provisions of Hong Kong law prevailing at the time of the adoption of the articles of association.
          (3) The articles of association shall contain provisions requiring the directors to declare their material interests in any contracts with the issuer at the earliest meeting of the board of directors of the issuer at which it is practicable for them to do so either specifically or by way of a general notice stating that, by reason of facts specified in the notice, they are to be regarded as interested in any contracts of a specified description which may subsequently be made by the issuer.
          (4) The articles of association shall stipulate that the issuer in general meeting must approve the payment to any director or past director of any sum by way of compensation for loss of office or as consideration or in connection with his retirement from office (not being a payment to which the director is contractually entitled).
          6. As to corporate representatives

          The articles of association shall provide that if a recognised clearing house within the meaning of Part 1 of Schedule 1 to the Securities and Futures Ordinance is a member of the company it may authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the company or at any meeting of any class of members of the company provided that, if more than one person is so authorised, the authorisation shall specify the number and class of shares in respect of which each such person is so authorised. A person authorised pursuant to this provision shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual shareholder of the company.

        • Section 2 Modifications and Additional Requirements (see rules 19.05(6)(a)(ii), 19.08(4) and 19.10(2), (3) and (5)(a))

          1. In the case of an introduction in the circumstances set out in rule 7.14(3):—
          (1) the summary of the provisions of the constitutive documents of the overseas issuer, which is required by rule 19.10(2);
          (2) the summary of the relevant regulatory provisions (statutory or otherwise) of the jurisdiction in which the overseas issuer is incorporated or otherwise established, which is required by rule 19.10(3); and
          (3) the comparison between those constitutive documents and the listed Hong Kong issuer's existing articles of association, which is required by rule 19.10(5)(a),
          may be offered for inspection rather than set out in the listing document.
          2. In such cases the details of the articles of association or equivalent document required to be set out in the listing document by paragraph 7 of Part A of Appendix 1 may be limited to a summary of the changes, if any, between the Hong Kong issuer's articles of association and the overseas issuer's proposed constitutive documents, in respect of each of the areas set out in that paragraph, provided that the summary also includes details of any differences or additional provisions in the proposed new constitutive documents which confer on directors of the overseas issuer any special powers, the exercise of which would affect the rights or interests of the shareholders.
          3. The summary and, where relevant, comparison of the constitutive documents required by rules 19.10(2) and 19.10(5)(a), must be set out under the following headings and where any item is not applicable the words "not applicable" should be inserted under the relevant heading:—
          (1) directors
          (a) power to allot and issue shares
          (i) summary
          (ii) differences
          (b) power to dispose of the overseas issuer's or any of its subsidiaries' assets
          (i) summary
          (ii) differences
          (c) compensation or payments for loss of office
          (i) summary
          (ii) differences
          (d) loans to directors
          (i) summary
          (ii) differences
          (e) giving of financial assistance to purchase the overseas issuer's or any of its subsidiaries' shares
          (i) summary
          (ii) differences
          (f) disclosure of interests in contracts with the overseas issuer or any of its subsidiaries
          (i) summary
          (ii) differences
          (g) remuneration
          (i) summary
          (ii) differences
          (h) retirement, appointment, removal
          (i) summary
          (ii) differences
          (i) borrowing powers
          (i) summary
          (ii) differences
          (2) alterations to constitutional documents
          (i) summary
          (ii) differences
          (3) variation of rights of existing shares or classes of shares
          (i) summary
          (ii) differences
          (4) special resolutions — majority required
          (i) summary
          (ii) differences
          (5) voting rights (generally and on a poll)
          (i) summary
          (ii) differences
          (6) requirements for annual general meetings
          (i) summary
          (ii) differences
          (7) accounts and audit
          (i) summary
          (ii) differences
          (8) notice of meetings and business to be conducted thereat
          (i) summary
          (ii) differences
          (9) transfer of shares
          (i) summary
          (ii) differences
          (10) power of overseas issuer to purchase its own shares
          (i) summary
          (ii) differences
          (11) power for any subsidiary of the overseas issuer to own shares in its parent
          (i) summary
          (ii) differences
          (12) dividends and other methods of distribution
          (i) summary
          (ii) differences
          (13) proxies
          (i) summary
          (ii) differences
          (14) calls on shares and forfeiture of shares
          (i) summary
          (ii) differences
          (15) inspection of register of members
          (i) summary
          (ii) differences
          (16) quorum for meetings and separate class meetings
          (i) summary
          (ii) differences
          (17) rights of the minorities in relation to fraud or oppression thereof
          (i) summary
          (ii) differences
          (18) procedures on liquidation
          (i) summary
          (ii) differences
          (19) any other provisions material to the overseas issuer or the shareholders thereof.
          4. [Repealed 2 November 2009]

          Additional Documents on Display
          5. The requirements of Chapter 19 and this Appendix mean that in the case of an introduction in the circumstances set out in rule 7.14(3) the following additional documents must be offered for inspection:—
          (1) a summary of the relevant regulatory provisions (statutory or otherwise) of the country where the overseas issuer is incorporated or otherwise established together with a copy of all relevant statutes and/or regulations;
          (2) a summary of the provisions of the proposed new constitutive documents of the overseas issuer and a comparison between the overseas issuer's constitutive documents and the constitutive documents of the listed Hong Kong issuer or issuers whose securities have been exchanged; and
          (3) copies of the full valuation report in respect of any property valuations which are only summarised in the listing document (see rule 19.10(5)(e)).

      • Part C The Cook Islands [Repealed]

        PART C

        THE COOK ISLANDS

        THIS APPENDIX HAS BEEN REPEALED

        [Repealed 26 April 1999]

      • Part D The People's Republic of China

        Part D

        THE PEOPLE'S REPUBLIC OF CHINA

        Section 1. Additional required provisions for articles of association

        Section 2. Modifications and additional requirements

        • Section 1 Additional Requirements for the Articles of Association of Issuers Incorporated in the People's Republic of China

          In addition to the provisions of Appendix 3 (see also rules 19A.46 to 19A.49), the articles of association of issuers incorporated in the People's Republic of China whose primary listing is or is to be on the Exchange (see rules 19A.01 to 19A.03) must include:—

          (a) the Mandatory Provisions for Companies Listing Overseas set forth in Zheng Wei Fa (1994) No. 21 issued on 27 August 1994 by the State Council Securities Policy Committee and the State Commission for Restructuring the Economic System (the "Mandatory Provisions");
          (b) in addition to article 36 of the Mandatory Provisions, a provision to the effect that the part of the register of holders of overseas listed foreign shares relating to holders of shares listed on the Exchange shall be maintained in Hong Kong;
          (c) in addition to article 140 of the Mandatory Provisions, a provision to the effect that for its overseas listed foreign shares listed on the Exchange, the issuer shall appoint as receiving agents a company which is registered as a trust company under the Trustee Ordinance of Hong Kong;
          (d) in addition to article 104 of the Mandatory Provisions, provisions that set out the voting procedures of the supervisory committee and must include provisions to the following effect:—
          (i) the election or removal of the chairman of the supervisory committee shall be decided by two-thirds or more of the supervisors; and
          (ii) decisions of the supervisory committee shall be made by the affirmative vote of two-thirds or more of the supervisors;
          (e) in addition to article 148 of the Mandatory Provisions, provisions that set out the procedures for the change, removal and resignation of auditors and must include provisions to the following effect:—
          (i) Where a resolution at a general meeting of shareholders is passed to appoint as auditor a person other than an incumbent auditor, to fill a casual vacancy in the office of auditor, to reappoint as auditor a retiring auditor who was appointed by the board of directors to fill a casual vacancy, or to remove an auditor before the expiration of his term of office, the following provisions shall apply:—
          (A) A copy of the proposal shall be sent before notice of meeting is given to the shareholders to the person proposed to be appointed or the auditor proposing to leave his post or the auditor who has left his post (leaving includes leaving by removal, resignation and retirement).
          (B) If the auditor leaving his post makes representations in writing and requests their notification to the shareholders, the issuer shall (unless the representations are received too late):—
          (x) in any notice of the resolution given to shareholders, state the fact of the representations having been made; and
          (y) send a copy of the representations to every shareholder entitled to notice of general meetings.
          (C) If the auditor's representations are not sent under [article corresponding to (B) above] the auditor may (in addition to his right to be heard) require that the representations be read out at the meeting.
          (D) An auditor who is leaving his post shall be entitled to attend:—
          (x) the general meeting at which his term of office would otherwise have expired;
          (y) any general meeting at which it is proposed to fill the vacancy caused by his removal; and
          (z) any general meeting convened on his resignation;
          and to receive all notices of, and other communications relating to, any such meeting, and to be heard at any such meeting which he attends on any part of the business of the meeting which concerns him as former auditor of the issuer.
          (ii) An auditor may resign his office by depositing at the issuer's seat a notice in writing to that effect and containing:—
          (A) a statement to the effect that there are no circumstances connected with his resignation which he considers should be brought to the notice of the shareholders or creditors of the issuer; or
          (B) a statement of any such circumstances.
          Any such notice shall terminate his office on the date on which it is deposited or on such later date as may be specified therein.
          (iii) Where a notice is deposited under [article corresponding to 1(e)(ii)], the issuer shall within 14 days send a copy of the notice to the competent authority. If the notice contained a statement under [article corresponding to 1(e)(ii)(B)], a copy of the notice shall also be sent to every person entitled to obtain a copy of the issuer's financial statements.
          (iv) Where the auditor's notice of resignation contains a statement under [article corresponding to 1(e)(ii)(B)], he may require the board of directors to convene an extraordinary general meeting of shareholders for the purpose of receiving an explanation of the circumstances connected with his resignation; and
          (f) a provision to the following effect:—

          In addition to holders of other classes of shares, holders of domestic shares and overseas listed foreign shares are deemed to be different classes of shareholders; provided however that the special procedures for approval by separate class shareholders shall not apply to the following circumstances:
          (i) where the issuer issues, upon approval by a special resolution of its shareholders in a general meeting, either separately or concurrently once every twelve months, not more than twenty per cent. of each of the existing issued domestic shares and overseas listed foreign shares of the issuer; or
          (ii) where the issuer's plan to issue domestic shares and overseas listed foreign shares on establishment is implemented within fifteen months from the date of approval by the China Securities Regulatory Commission.

        • Section 2 Modifications and Additional Requirements (see rule 19A.27(2))

          1. A summary of the constitutive documents required by rule 19A.27(2) must be set out under the following headings and where any item is not applicable the words "not applicable" should be inserted under the relevant heading:—
          (1) directors
          (a) power to allot and issue shares
          (i) summary
          (ii) differences
          (b) power to dispose of the PRC issuer's or any of its subsidiaries' assets
          (i) summary
          (ii) differences
          (c) compensation or payments for loss of office
          (i) summary
          (ii) differences
          (d) loans to directors
          (i) summary
          (ii) differences
          (e) giving of financial assistance to purchase the PRC issuer's or any of its subsidiaries' shares
          (i) summary
          (ii) differences
          (f) disclosure of interests in contracts with the PRC issuer or any of its subsidiaries
          (i) summary
          (ii) differences
          (g) remuneration
          (i) summary
          (ii) differences
          (h) retirement, appointment, removal
          (i) summary
          (ii) differences
          (i) borrowing powers
          (i) summary
          (ii) differences
          (2) alterations to constitutional documents
          (i) summary
          (ii) differences
          (3) variation of rights of existing shares or classes of shares
          (i) summary
          (ii) differences
          (4) special resolutions — majority required
          (i) summary
          (ii) differences
          (5) voting rights (generally and on a poll)
          (i) summary
          (ii) differences
          (6) requirements for annual general meetings
          (i) summary
          (ii) differences
          (7) accounts and audit
          (i) summary
          (ii) differences
          (8) notice of meetings and business to be conducted thereat
          (i) summary
          (ii) differences
          (9) transfer of shares
          (i) summary
          (ii) differences
          (10) power of the PRC issuer to purchase its own shares
          (i) summary
          (ii) differences
          (11) power of any subsidiary of the PRC issuer to own shares in its parent
          (i) summary
          (ii) differences
          (12) dividends and other methods of distribution
          (i) summary
          (ii) differences
          (13) proxies
          (i) summary
          (ii) differences
          (14) calls on shares and forfeiture of shares
          (i) summary
          (ii) differences
          (15) inspection of register of members
          (i) summary
          (ii) differences
          (16) quorum for meetings and separate class meetings
          (i) summary
          (ii) differences
          (17) rights of the minorities in relation to fraud or oppression thereof
          (i) summary
          (ii) differences
          (18) procedures on liquidation
          (i) summary
          (ii) differences
          (19) any other provisions material to the PRC issuer or the shareholders thereof.
          2. [Repealed 2 November 2009]

    • Appendix 14 Corporate Governance Code and Corporate Governance Report

      • The Code

        This Code sets out the principles of good corporate governance, and two levels of recommendations: (a) code provisions; and (b) recommended best practices.

        Issuers are expected to comply with, but may choose to deviate from, the code provisions. The recommended best practices are for guidance only. Issuers may also devise their own code on corporate governance on the terms they consider appropriate.

        Issuers must state whether they have complied with the code provisions for the relevant accounting period in their interim reports (and summary interim reports, if any) and annual reports (and summary financial reports, if any).

        Every issuer must carefully review each code provision and, where it deviates from any of them, it must give considered reasons:

        (a) in annual reports (and summary financial reports), in the Corporate Governance Report; and
        (b) in interim reports (and summary interim reports), either:
        (i) by giving considered reasons for each deviation; or
        (ii) to the extent that it is reasonable and appropriate, by referring to the Corporate Governance Report in the preceding annual report, and providing details of any changes with considered reasons for any deviation not reported in that annual report. The references must be clear and unambiguous and the interim report (or summary interim report) must not contain only a cross-reference without any discussion of the matter.

        Issuers are encouraged, but not required, to state whether they have complied with the recommended best practices and give considered reasons for any deviation.

      • Corporate Governance Report

        Issuers must include a Corporate Governance Report prepared by the board of directors in their summary financial reports (if any) under paragraph 50 of Appendix 16 and annual reports under paragraph 34 of Appendix 16. The Corporate Governance Report must contain all the information set out in Paragraphs G to Q of this Appendix. Any failure to do so will be regarded as a breach of the Exchange Listing Rules.

        To a reasonable and appropriate extent, the Corporate Governance Report included in an issuer's summary financial report may be a summary of the Corporate Governance Report contained in the annual report and may also incorporate information by reference to its annual report. The references must be clear and unambiguous and the summary must not contain only a cross-reference without any discussion of the matter. The summary must contain, as a minimum, a narrative statement indicating overall compliance with and highlighting any deviation from the code provisions.

        Issuers are also encouraged to disclose information set out in Paragraphs R to T of this Appendix in their Corporate Governance Reports.

      • What is "comply or explain"?

        1. The Code sets out a number of "principles" followed by code provisions and recommended best practices. It is important to recognise that the code provisions and recommended best practices are not mandatory rules. The Exchange does not envisage a "one size fits all" approach. Deviations from code provisions are acceptable if the issuer considers there are more suitable ways for it to comply with the principles.
        2. Therefore the Code permits greater flexibility than the Rules, reflecting that it is impractical to define in detail the behaviour necessary from all issuers to achieve good corporate governance. To avoid "box ticking", issuers must consider their own individual circumstances, the size and complexity of their operations and the nature of the risks and challenges they face. Where an issuer considers a more suitable alternative to a code provision exists, it should adopt it and give reasons. However, the issuer must explain to its shareholders why good corporate governance was achieved by means other than strict compliance with the code provision.
        3. Shareholders should not consider departures from code provisions and recommended best practices as breaches. They should carefully consider and evaluate explanations given by issuers in the "comply or explain" process, taking into account the purpose of good corporate governance.
        4. An informed, constructive dialogue between issuers and shareholders is important to improving corporate governance.

      • PRINCIPLES OF GOOD GOVERNANCE, CODE PROVISIONS AND RECOMMENDED BEST PRACTICES

        • A. DIRECTORS

          • A.1 The Board

            • Principle

              An issuer should be headed by an effective board which should assume responsibility for its leadership and control and be collectively responsible for promoting its success by directing and supervising its affairs. Directors should take decisions objectively in the best interests of the issuer.

              The board should regularly review the contribution required from a director to perform his responsibilities to the issuer, and whether he is spending sufficient time performing them.

            • Code Provisions

              • A.1.1

                The board should meet regularly and board meetings should be held at least four times a year at approximately quarterly intervals. It is expected regular board meetings will normally involve the active participation, either in person or through electronic means of communication, of a majority of directors entitled to be present. So, a regular meeting does not include obtaining board consent through circulating written resolutions.

              • A.1.2

                Arrangements should be in place to ensure that all directors are given an opportunity to include matters in the agenda for regular board meetings.

              • A.1.3

                Notice of at least 14 days should be given of a regular board meeting to give all directors an opportunity to attend. For all other board meetings, reasonable notice should be given.

              • A.1.4

                Minutes of board meetings and meetings of board committees should be kept by a duly appointed secretary of the meeting and should be open for inspection at any reasonable time on reasonable notice by any director.

              • A.1.5

                Minutes of board meetings and meetings of board committees should record in sufficient detail the matters considered and decisions reached, including any concerns raised by directors or dissenting views expressed. Draft and final versions of minutes should be sent to all directors for their comment and records respectively, within a reasonable time after the board meeting is held.

              • A.1.6

                There should be a procedure agreed by the board to enable directors, upon reasonable request, to seek independent professional advice in appropriate circumstances, at the issuer's expense. The board should resolve to provide separate independent professional advice to directors to assist them perform their duties to the issuer.

              • A.1.7

                If a substantial shareholder or a director has a conflict of interest in a matter to be considered by the board which the board has determined to be material, the matter should be dealt with by a physical board meeting rather than a written resolution. Independent non-executive directors who, and whose close associates, have no material interest in the transaction should be present at that board meeting.

                Note: Subject to the issuer's constitutional documents, and the law and regulations of its place of incorporation, a director's attendance by electronic means including telephonic or videoconferencing may be counted as attendance at a physical board meeting.

              • A.1.8

                An issuer should arrange appropriate insurance cover in respect of legal action against its directors.

          • A.2 Chairman and Chief Executive

            • Principle

              There are two key aspects of the management of every issuer — the management of the board and the day-to-day management of business. There should be a clear division of these responsibilities to ensure a balance of power and authority, so that power is not concentrated in any one individual.

            • Code Provisions

              • A.2.1

                The roles of chairman and chief executive should be separate and should not be performed by the same individual. The division of responsibilities between the chairman and chief executive should be clearly established and set out in writing.

              • A.2.2

                The chairman should ensure that all directors are properly briefed on issues arising at board meetings.

              • A.2.3

                The chairman should be responsible for ensuring that directors receive, in a timely manner, adequate information which must be accurate, clear, complete and reliable.

              • A.2.4

                One of the important roles of the chairman is to provide leadership for the board. The chairman should ensure that the board works effectively and performs its responsibilities, and that all key and appropriate issues are discussed by it in a timely manner. The chairman should be primarily responsible for drawing up and approving the agenda for each board meeting. He should take into account, where appropriate, any matters proposed by the other directors for inclusion in the agenda. The chairman may delegate this responsibility to a designated director or the company secretary.

              • A.2.5

                The chairman should take primary responsibility for ensuring that good corporate governance practices and procedures are established.

              • A.2.6

                The chairman should encourage all directors to make a full and active contribution to the board's affairs and take the lead to ensure that it acts in the best interests of the issuer. The chairman should encourage directors with different views to voice their concerns, allow sufficient time for discussion of issues and ensure that board decisions fairly reflect board consensus.

              • A.2.7

                The chairman should at least annually hold meetings with the independent non-executive directors without the presence of other directors.

              • A.2.8

                The chairman should ensure that appropriate steps are taken to provide effective communication with shareholders and that their views are communicated to the board as a whole.

              • A.2.9

                The chairman should promote a culture of openness and debate by facilitating the effective contribution of non-executive directors in particular and ensuring constructive relations between executive and non-executive directors.

          • A.3 Board composition

            • Principle

              The board should have a balance of skills, experience and diversity of perspectives appropriate to the requirements of the issuer's business. It should ensure that changes to its composition can be managed without undue disruption. It should include a balanced composition of executive and non-executive directors (including independent non-executive directors) so that there is a strong independent element on the board, which can effectively exercise independent judgement. Non-executive directors should be of sufficient calibre and number for their views to carry weight.

            • Code Provisions

              • A.3.1

                The independent non-executive directors should be identified in all corporate communications that disclose the names of directors.

              • A.3.2

                An issuer should maintain on its website and on the Exchange's website an updated list of its directors identifying their role and function and whether they are independent non-executive directors.

            • Recommended Best Practice

              • A.3.3

                The board should state its reasons if it determines that a proposed director is independent notwithstanding that the individual holds cross-directorships or has significant links with other directors through involvements in other companies or bodies.

                Note: A cross-directorship exists when two (or more) directors sit on each other's boards.

          • A.4 Appointments, re-election and removal

            • Principle

              There should be a formal, considered and transparent procedure for the appointment of new directors. There should be plans in place for orderly succession for appointments. All directors should be subject to re-election at regular intervals. An issuer must explain the reasons for the resignation or removal of any director.

            • Code Provisions

              • A.4.1

                Non-executive directors should be appointed for a specific term, subject to re-election.

              • A.4.2

                All directors appointed to fill a casual vacancy should be subject to election by shareholders at the first general meeting after appointment. Every director, including those appointed for a specific term, should be subject to retirement by rotation at least once every three years.

              • A.4.3

                Serving more than 9 years could be relevant to the determination of a non-executive director's independence. If an independent non-executive director serves more than 9 years, his further appointment should be subject to a separate resolution to be approved by shareholders. The papers to shareholders accompanying that resolution should include the reasons why the board believes he is still independent and should be re-elected.

          • A.5 Nomination Committee

            • Principle

              In carrying out its responsibilities, the nomination committee should give adequate consideration to the Principles under A.3 and A.4.

            • Code Provisions

              • A.5.1

                Issuers should establish a nomination committee which is chaired by the chairman of the board or an independent non-executive director and comprises a majority of independent non-executive directors.

              • A.5.2

                The nomination committee should be established with specific written terms of reference which deal clearly with its authority and duties. It should perform the following duties:—

                (a) review the structure, size and composition (including the skills, knowledge and experience) of the board at least annually and make recommendations on any proposed changes to the board to complement the issuer's corporate strategy;
                (b) identify individuals suitably qualified to become board members and select or make recommendations to the board on the selection of individuals nominated for directorships;
                (c) assess the independence of independent non-executive directors; and
                (d) make recommendations to the board on the appointment or re-appointment of directors and succession planning for directors, in particular the chairman and the chief executive.

              • A.5.3

                The nomination committee should make available its terms of reference explaining its role and the authority delegated to it by the board by including them on the Exchange's website and issuer's website.

              • A.5.4

                Issuers should provide the nomination committee sufficient resources to perform its duties. Where necessary, the nomination committee should seek independent professional advice, at the issuer's expense, to perform its responsibilities.

              • A.5.5

                Where the board proposes a resolution to elect an individual as an independent non-executive director at the general meeting, it should set out in the circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting:

                1. the process used for identifying the individual and why the board believes the individual should be elected and the reasons why it considers the individual to be independent;
                2. if the proposed independent non-executive director will be holding their seventh (or more) listed company directorship, why the board believes the individual would still be able to devote sufficient time to the board;
                3. the perspectives, skills and experience that the individual can bring to the board; and
                4. how the individual contributes to diversity of the board.

              • A.5.6

                Repealed.

          • A.6 Responsibilities of directors

            • Principle

              Every director must always know his responsibilities as a director of an issuer and its conduct, business activities and development. Given the essential unitary nature of the board, non-executive directors have the same duties of care and skill and fiduciary duties as executive directors.

            • Code Provisions

              • A.6.1

                Every newly appointed director of an issuer should receive a comprehensive, formal and tailored induction on appointment. Subsequently he should receive any briefing and professional development necessary to ensure that he has a proper understanding of the issuer's operations and business and is fully aware of his responsibilities under statute and common law, the Exchange Listing Rules, legal and other regulatory requirements and the issuer's business and governance policies.

              • A.6.2

                The functions of non-executive directors should include:

                (a) participating in board meetings to bring an independent judgement to bear on issues of strategy, policy, performance, accountability, resources, key appointments and standards of conduct;
                (b) taking the lead where potential conflicts of interests arise;
                (c) serving on the audit, remuneration, nomination and other governance committees, if invited; and
                (d) scrutinising the issuer's performance in achieving agreed corporate goals and objectives, and monitoring performance reporting.

              • A.6.3

                Every director should ensure that he can give sufficient time and attention to the issuer's affairs and should not accept the appointment if he cannot do so.

              • A.6.4

                The board should establish written guidelines no less exacting than the Model Code for relevant employees in respect of their dealings in the issuer's securities. "Relevant employee" includes any employee or a director or employee of a subsidiary or holding company who, because of his office or employment, is likely to possess inside information in relation to the issuer or its securities.

              • A.6.5

                All directors should participate in continuous professional development to develop and refresh their knowledge and skills. This is to ensure that their contribution to the board remains informed and relevant. The issuer should be responsible for arranging and funding suitable training, placing an appropriate emphasis on the roles, functions and duties of a listed company director.

                Note: Directors should provide a record of the training they received to the issuer.

              • A.6.6

                Each director should disclose to the issuer at the time of his appointment, and in a timely manner for any change, the number and nature of offices held in public companies or organisations and other significant commitments. The identity of the public companies or organisations and an indication of the time involved should also be disclosed. The board should determine for itself how frequently this disclosure should be made.

              • A.6.7

                Independent non-executive directors and other non-executive directors, as equal board members, should give the board and any committees on which they serve the benefit of their skills, expertise and varied backgrounds and qualifications through regular attendance and active participation. Generally they should also attend general meetings to gain and develop a balanced understanding of the views of shareholders.

              • A.6.8

                Independent non-executive directors and other non-executive directors should make a positive contribution to the development of the issuer's strategy and policies through independent, constructive and informed comments.

          • A.7 Supply of and access to information

            • Principle

              Directors should be provided in a timely manner with appropriate information in the form and quality to enable them to make an informed decision and perform their duties and responsibilities.

            • Code Provisions

              • A.7.1

                For regular board meetings, and as far as practicable in all other cases, an agenda and accompanying board papers should be sent, in full, to all directors. These should be sent in a timely manner and at least 3 days before the intended date of a board or board committee meeting (or other agreed period).

              • A.7.2

                Management has an obligation to supply the board and its committees with adequate information, in a timely manner, to enable it to make informed decisions. The information supplied must be complete and reliable. To fulfil his duties properly, a director may not, in all circumstances, be able to rely purely on information provided voluntarily by management and he may need to make further enquiries. Where any director requires more information than is volunteered by management, he should make further enquiries where necessary. So, the board and individual directors should have separate and independent access to the issuer's senior management

                Note: In this Code, "senior management" refers to the same persons referred to in the issuer's annual report and required to be disclosed under paragraph 12 of Appendix 16.

              • A.7.3

                All directors are entitled to have access to board papers and related materials. These papers and related materials should be in a form and quality sufficient to enable the board to make informed decisions on matters placed before it. Queries raised by directors should receive a prompt and full response, if possible.

        • B. REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT AND BOARD EVALUATION

          • B.1 The level and make-up of remuneration and disclosure

            • Principle

              An issuer should disclose its directors' remuneration policy and other remuneration related matters. The procedure for setting policy on executive directors' remuneration and all directors' remuneration packages should be formal and transparent. Remuneration levels should be sufficient to attract and retain directors to run the company successfully without paying more than necessary. No director should be involved in deciding his own remuneration.

            • Code Provisions

              • B.1.1

                The remuneration committee should consult the chairman and/or chief executive about their remuneration proposals for other executive directors. The remuneration committee should have access to independent professional advice if necessary.

              • B.1.2

                The remuneration committee's terms of reference should include, as a minimum:—

                (a) to make recommendations to the board on the issuer's policy and structure for all directors' and senior management remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;
                (b) to review and approve the management's remuneration proposals with reference to the board's corporate goals and objectives;
                (c) either:
                (i) to determine, with delegated responsibility, the remuneration packages of individual executive directors and senior management; or
                (ii) to make recommendations to the board on the remuneration packages of individual executive directors and senior management.
                This should include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment;
                (d) to make recommendations to the board on the remuneration of non-executive directors;
                (e) to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the group;
                (f) to review and approve compensation payable to executive directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
                (g) to review and approve compensation arrangements relating to dismissal or removal of directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; and
                (h) to ensure that no director or any of his associates is involved in deciding his own remuneration.

              • B.1.3

                The remuneration committee should make available its terms of reference, explaining its role and the authority delegated to it by the board by including them on the Exchange's website and the issuer's website.

              • B.1.4

                The remuneration committee should be provided with sufficient resources to perform its duties.

              • B.1.5

                Issuers should disclose details of any remuneration payable to members of senior management by band in their annual reports.

            • Recommended Best Practices

              • B.1.6

                If B.1.2(c)(ii) is adopted, where the board resolves to approve any remuneration or compensation arrangements with which the remuneration committee disagrees, the board should disclose the reasons for its resolution in its next Corporate Governance Report.

              • B.1.7

                A significant proportion of executive directors' remuneration should link rewards to corporate and individual performance.

              • B.1.8

                Issuers should disclose details of any remuneration payable to members of senior management, on an individual and named basis, in their annual reports.

              • B.1.9

                The board should conduct a regular evaluation of its performance.

        • C. ACCOUNTABILITY AND AUDIT

          • C.1 Financial reporting

            • Principle

              The board should present a balanced, clear and comprehensible assessment of the company's performance, position and prospects.

            • Code Provisions

              • C.1.1

                Management should provide sufficient explanation and information to the board to enable it to make an informed assessment of financial and other information put before it for approval.

              • C.1.2

                Management should provide all members of the board with monthly updates giving a balanced and understandable assessment of the issuer's performance, position and prospects in sufficient detail to enable the board as a whole and each director to discharge their duties under Rule 3.08 and Chapter 13.

                Note: The information provided may include background or explanatory information relating to matters to be brought before the board, copies of disclosure documents, budgets, forecasts and monthly and other relevant internal financial statements such as monthly management accounts and management updates. For budgets, any material variance between the projections and actual results should also be disclosed and explained.

              • C.1.3

                The directors should acknowledge in the Corporate Governance Report their responsibility for preparing the accounts. There should be a statement by the auditors about their reporting responsibilities in the auditors' report on the financial statements. Unless it is inappropriate to assume that the company will continue in business, the directors should prepare the accounts on a going concern basis, with supporting assumptions or qualifications as necessary. Where the directors are aware of material uncertainties relating to events or conditions that may cast significant doubt on the issuer's ability to continue as a going concern, they should be clearly and prominently disclosed and discussed at length in the Corporate Governance Report. The Corporate Governance Report should contain sufficient information for investors to understand the severity and significance of matters. To a reasonable and appropriate extent, the issuer may refer to other parts of the annual report. These references should be clear and unambiguous and the Corporate Governance Report should not contain only a cross-reference without any discussion of the matter.

              • C.1.4

                The directors should include in the separate statement containing a discussion and analysis of the group's performance in the annual report, an explanation of the basis on which the issuer generates or preserves value over the longer term (the business model) and the strategy for delivering the issuer's objectives.

                Note: An issuer should have a corporate strategy and a long term business model. Long term financial performance as opposed to short term rewards should be a corporate governance objective. An issuer's board should not take undue risks to make short term gains at the expense of long term objectives.

              • C.1.5

                The board should present a balanced, clear and understandable assessment in annual and interim reports and other financial disclosures required by the Listing Rules. It should also do so for reports to regulators and information disclosed under statutory requirements.

            • Recommended Best Practices

              • C.1.6

                An issuer should announce and publish quarterly financial results within 45 days after the end of the relevant quarter. These should disclose sufficient information to enable shareholders to assess the issuer's performance, financial position and prospects. An issuer's quarterly financial results should be prepared using the accounting policies of its half-year and annual accounts.

              • C.1.7

                Once an issuer announces quarterly financial results, it should continue to do so for each of the first 3 and 9 months periods of subsequent financial years. Where it decides not to continuously announce and publish its financial results for a particular quarter, it should announce the reason(s) for this decision.

          • C.2 Risk management and internal control

            • Principle

              The board is responsible for evaluating and determining the nature and extent of the risks it is willing to take in achieving the issuer's strategic objectives, and ensuring that the issuer establishes and maintains appropriate and effective risk management and internal control systems. The board should oversee management in the design, implementation and monitoring of the risk management and internal control systems, and management should provide a confirmation to the board on the effectiveness of these systems.

            • Code Provisions

              • C.2.1

                The board should oversee the issuer's risk management and internal control systems on an ongoing basis, ensure that a review of the effectiveness of the issuer's and its subsidiaries' risk management and internal control systems has been conducted at least annually and report to shareholders that it has done so in its Corporate Governance Report. The review should cover all material controls, including financial, operational and compliance controls.

              • C.2.2

                The board's annual review should, in particular, ensure the adequacy of resources, staff qualifications and experience, training programmes and budget of the issuer's accounting, internal audit and financial reporting functions.

              • C.2.3

                The board's annual review should, in particular, consider:

                (a) the changes, since the last annual review, in the nature and extent of significant risks, and the issuer's ability to respond to changes in its business and the external environment;
                (b) the scope and quality of management's ongoing monitoring of risks and of the internal control systems, and where applicable, the work of its internal audit function and other assurance providers;
                (c) the extent and frequency of communication of monitoring results to the board (or board committee(s)) which enables it to assess control of the issuer and the effectiveness of risk management;
                (d) significant control failings or weaknesses that have been identified during the period. Also, the extent to which they have resulted in unforeseen outcomes or contingencies that have had, could have had, or may in the future have, a material impact on the issuer's financial performance or condition; and
                (e) the effectiveness of the issuer's processes for financial reporting and Listing Rule compliance.

              • C.2.4

                Issuers should disclose, in the Corporate Governance Report, a narrative statement on how they have complied with the risk management and internal control code provisions during the reporting period. In particular, they should disclose:

                (a) the process used to identify, evaluate and manage significant risks;
                (b) the main features of the risk management and internal control systems;
                (c) an acknowledgement by the board that it is responsible for the risk management and internal control systems and reviewing their effectiveness. It should also explain that such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss;
                (d) the process used to review the effectiveness of the risk management and internal control systems and to resolve material internal control defects; and
                (e) the procedures and internal controls for the handling and dissemination of inside information.

              • C.2.5

                The issuer should have an internal audit function. Issuers without an internal audit function should review the need for one on an annual basis and should disclose the reasons for the absence of such a function in the Corporate Governance Report.

                Notes:

                1 An internal audit function generally carries out the analysis and independent appraisal of the adequacy and effectiveness of the issuer's risk management and internal control systems.
                2 A group with multiple listed issuers may share group resources to carry out the internal audit function for members of the group.

            • Recommended Best Practices

              • C.2.6

                The board may disclose in the Corporate Governance Report that it has received a confirmation from management on the effectiveness of the issuer's risk management and internal control systems.

              • C.2.7

                The board may disclose in the Corporate Governance Report details of any significant areas of concern.

          • C.3 Audit Committee

            • Principle

              The board should establish formal and transparent arrangements to consider how it will apply financial reporting, risk management and internal control principles and maintain an appropriate relationship with the issuer's auditors. The audit committee established under the Listing Rules should have clear terms of reference.

            • Code Provisions

              • C.3.1

                Full minutes of audit committee meetings should be kept by a duly appointed secretary of the meeting (who should normally be the company secretary). Draft and final versions of minutes of the meetings should be sent to all committee members for their comment and records, within a reasonable time after the meeting.

              • C.3.2

                A former partner of the issuer's existing auditing firm should be prohibited from acting as a member of its audit committee for a period of two years from the date of the person ceasing:

                (a) to be a partner of the firm; or
                (b) to have any financial interest in the firm,
                whichever is later.

              • C.3.3

                The audit committee's terms of reference should include at least:—

                Relationship with the issuer's auditors

                (a) to be primarily responsible for making recommendations to the board on the appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of its resignation or dismissal;
                (b) to review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. The audit committee should discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences;
                (c) to develop and implement policy on engaging an external auditor to supply non-audit services. For this purpose, "external auditor" includes any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the audit firm nationally or internationally. The audit committee should report to the board, identifying and making recommendations on any matters where action or improvement is needed;

                Review of the issuer's financial information

                (d) to monitor integrity of the issuer's financial statements and annual report and accounts, half-year report and, if prepared for publication, quarterly reports, and to review significant financial reporting judgements contained in them. In reviewing these reports before submission to the board, the committee should focus particularly on:-
                (i) any changes in accounting policies and practices;
                (ii) major judgmental areas;
                (iii) significant adjustments resulting from audit;
                (iv) the going concern assumptions and any qualifications;
                (v) compliance with accounting standards; and
                (vi) compliance with the Listing Rules and legal requirements in relation to financial reporting;
                (e) Regarding (d) above:-
                (i) members of the committee should liaise with the board and senior management and the committee must meet, at least twice a year, with the issuer's auditors; and
                (ii) the committee should consider any significant or unusual items that are, or may need to be, reflected in the report and accounts, it should give due consideration to any matters that have been raised by the issuer's staff responsible for the accounting and financial reporting function, compliance officer or auditors;

                Oversight of the issuer's financial reporting system, risk management and internal control systems

                (f) to review the issuer's financial controls, and unless expressly addressed by a separate board risk committee, or by the board itself, to review the issuer's risk management and internal control systems;
                (g) to discuss the risk management and internal control systems with management to ensure that management has performed its duty to have effective systems. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the issuer's accounting and financial reporting function;
                (h) to consider major investigation findings on risk management and internal control matters as delegated by the board or on its own initiative and management's response to these findings;
                (i) where an internal audit function exists, to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the issuer, and to review and monitor its effectiveness;
                (j) to review the group's financial and accounting policies and practices;
                (k) to review the external auditor's management letter, any material queries raised by the auditor to management about accounting records, financial accounts or systems of control and management's response;
                (l) to ensure that the board will provide a timely response to the issues raised in the external auditor's management letter;
                (m) to report to the board on the matters in this code provision; and
                (n) to consider other topics, as defined by the board.

                Notes: These are only intended to be suggestions on how compliance with this code provision may be achieved and do not form part of it.

                1 The audit committee may wish to consider establishing the following procedure to review and monitor the independence of external auditors:—
                (i) consider all relationships between the issuer and the audit firm (including non-audit services);
                (ii) obtain from the audit firm annually, information about policies and processes for maintaining independence and monitoring compliance with relevant requirements, including those for rotation of audit partners and staff; and
                (iii) meet with the auditor, at least annually, in the absence of management, to discuss matters relating to its audit fees, any issues arising from the audit and any other matters the auditor may wish to raise.
                2 The audit committee may wish to consider agreeing with the board the issuer's policies on hiring employees or former employees of the external auditors and monitoring the application of these policies. The audit committee should then be in a position to consider whether there has been or appears to be any impairment of the auditor's judgement or independence for the audit.
                3 The audit committee should ensure that an external auditor's provision of non-audit services does not impair its independence or objectivity. When assessing the external auditor's independence or objectivity in relation to non-audit services, the audit committee may wish to consider:
                (i) whether the skills and experience of the audit firm make it a suitable supplier of non-audit services;
                (ii) whether there are safeguards in place to ensure that there is no threat to the objectivity and independence of the audit because the external auditor provides non-audit services;
                (iii) the nature of the non-audit services, the related fee levels and fee levels individually and in total relative to the audit firm; and
                (iv) criteria for compensation of the individuals performing the audit.
                4 For further guidance, issuers may refer to the "Principles of Auditor Independence and the Role of Corporate Governance in Monitoring an Auditor's Independence" issued by the Technical Committee of the International Organization of Securities Commissions in October 2002 and "A Guide for Effective Audit Committees" published by the Hong Kong Institute of Certified Public Accountants in February 2002. Issuers may also adopt the terms of reference in those guides, or any other comparable terms of reference for establishing an audit committee.

              • C.3.4

                The audit committee should make available its terms of reference, explaining its role and the authority delegated to it by the board by including them on the Exchange's website and the issuer's website.

              • C.3.5

                Where the board disagrees with the audit committee's view on the selection, appointment, resignation or dismissal of the external auditors, the issuer should include in the Corporate Governance Report a statement from the audit committee explaining its recommendation and also the reason(s) why the board has taken a different view.

              • C.3.6

                The audit committee should be provided with sufficient resources to perform its duties.

              • C.3.7

                The terms of reference of the audit committee should also require it:

                (a) to review arrangements employees of the issuer can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. The audit committee should ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action; and
                (b) to act as the key representative body for overseeing the issuer's relations with the external auditor.

            • Recommended Best Practice

              • C.3.8

                The audit committee should establish a whistleblowing policy and system for employees and those who deal with the issuer (e.g. customers and suppliers) to raise concerns, in confidence, with the audit committee about possible improprieties in any matter related to the issuer.

        • D. DELEGATION BY THE BOARD

          • D.1 Management functions

            • Principle

              An issuer should have a formal schedule of matters specifically reserved for board approval. The board should give clear directions to management on the matters that must be approved by it before decisions are made on the issuer's behalf.

            • Code Provisions

              • D.1.1

                When the board delegates aspects of its management and administration functions to management, it must, at the same time, give clear directions as to the management's powers, in particular, where management should report back and obtain prior board approval before making decisions or entering into any commitments on the issuer's behalf.

                Note: The board should not delegate matters to a board committee, executive directors or management to an extent that would significantly hinder or reduce the ability of the board as a whole to perform its functions.

              • D.1.2

                An issuer should formalise the functions reserved to the board and those delegated to management. It should review those arrangements periodically to ensure that they remain appropriate to the issuer's needs.

              • D.1.3

                An issuer should disclose the respective responsibilities, accountabilities and contributions of the board and management.

              • D.1.4

                Directors should clearly understand delegation arrangements in place. Issuers should have formal letters of appointment for directors setting out the key terms and conditions of their appointment.

          • D.2 Board Committees

            • Principle

              Board committees should be formed with specific written terms of reference which deal clearly with their authority and duties.

            • Code Provisions

              • D.2.1

                Where board committees are established to deal with matters, the board should give them sufficiently clear terms of reference to enable them to perform their functions properly.

              • D.2.2

                The terms of reference of board committees should require them to report back to the board on their decisions or recommendations, unless there are legal or regulatory restrictions on their ability to do so (such as a restriction on disclosure due to regulatory requirements).

          • D.3 Corporate Governance Functions

            • Code Provisions

              • D.3.1

                The terms of reference of the board (or a committee or committees performing this function) should include at least:

                (a) to develop and review an issuer's policies and practices on corporate governance and make recommendations to the board;
                (b) to review and monitor the training and continuous professional development of directors and senior management;
                (c) to review and monitor the issuer's policies and practices on compliance with legal and regulatory requirements;
                (d) to develop, review and monitor the code of conduct and compliance manual (if any) applicable to employees and directors; and
                (e) to review the issuer's compliance with the code and disclosure in the Corporate Governance Report.

              • D.3.2

                The board should be responsible for performing the corporate governance duties set out in the terms of reference in D.3.1 or it may delegate the responsibility to a committee or committees.

        • E. COMMUNICATION WITH SHAREHOLDERS

          • E.1 Effective communication

            • Principle

              The board should be responsible for maintaining an on-going dialogue with shareholders and in particular, use annual general meetings or other general meetings to communicate with them and encourage their participation.

            • Code Provisions

              • E.1.1

                For each substantially separate issue at a general meeting, a separate resolution should be proposed by the chairman of that meeting. Issuers should avoid "bundling" resolutions unless they are interdependent and linked forming one significant proposal. Where the resolutions are "bundled", issuers should explain the reasons and material implications in the notice of meeting.

                Note: An example of a substantially separate issue is the nomination of persons as directors. Accordingly, each person should be nominated by means of a separate resolution.

              • E.1.2

                The chairman of the board should attend the annual general meeting. He should also invite the chairmen of the audit, remuneration, nomination and any other committees (as appropriate) to attend. In their absence, he should invite another member of the committee or failing this his duly appointed delegate, to attend. These persons should be available to answer questions at the annual general meeting. The chairman of the independent board committee (if any) should also be available to answer questions at any general meeting to approve a connected transaction or any other transaction that requires independent shareholders' approval. An issuer's management should ensure the external auditor attend the annual general meeting to answer questions about the conduct of the audit, the preparation and content of the auditors' report, the accounting policies and auditor independence.

              • E.1.3

                The issuer should arrange for the notice to shareholders to be sent for annual general meetings at least 20 clear business days before the meeting and to be sent at least 10 clear business days for all other general meetings.

              • E.1.4

                The board should establish a shareholders' communication policy and review it on a regular basis to ensure its effectiveness.

              • E.1.5

                The issuer should have a policy on payment of dividends and should disclose it in the annual report.

          • E.2 Voting by Poll

            • Principle

              The issuer should ensure that shareholders are familiar with the detailed procedures for conducting a poll.

            • Code Provisions

              • E.2.1

                The chairman of a meeting should ensure that an explanation is provided of the detailed procedures for conducting a poll and answer any questions from shareholders on voting by poll.

        • F. COMPANY SECRETARY

          • Principle

            The company secretary plays an important role in supporting the board by ensuring good information flow within the board and that board policy and procedures are followed. The company secretary is responsible for advising the board through the chairman and/or the chief executive on governance matters and should also facilitate induction and professional development of directors.

          • Code Provisions

            • F.1.1

              The company secretary should be an employee of the issuer and have day-to-day knowledge of the issuer's affairs. Where an issuer engages an external service provider as its company secretary, it should disclose the identity of a person with sufficient seniority (e.g. chief legal counsel or chief financial officer) at the issuer whom the external provider can contact.

            • F.1.2

              The board should approve the selection, appointment or dismissal of the company secretary.

              Note: A board meeting should be held to discuss the appointment and dismissal of the company secretary and the matter should be dealt with by a physical board meeting rather than a written resolution.

            • F.1.3

              The company secretary should report to the board chairman and/or the chief executive.

            • F.1.4

              All directors should have access to the advice and services of the company secretary to ensure that board procedures, and all applicable law, rules and regulations, are followed.

      • CORPORATE GOVERNANCE REPORT

        • MANDATORY DISCLOSURE REQUIREMENTS

          To provide transparency, the issuers must include the following information for the accounting period covered by the annual report and significant subsequent events for the period up to the date of publication of the annual report, to the extent possible:

          • G. CORPORATE GOVERNANCE PRACTICES

            (a) A narrative statement explaining how the issuer has applied the principles in the Code, enabling its shareholders to evaluate how the principles have been applied;
            (b) a statement as to whether the issuer meets the code provisions. If an issuer has adopted its own code that exceeds the code provisions, it may draw attention to this fact in its annual report; and
            (c) for any deviation from the code provisions, details of the deviation during the financial year (including considered reasons).

          • H. DIRECTORS' SECURITIES TRANSACTIONS

            For the Model Code set out in Appendix 10:

            (a) whether the issuer has adopted a code of conduct regarding directors' securities transactions on terms no less exacting than the required standard set out in the Model Code;
            (b) having made specific enquiry of all directors, whether the directors of the issuer have complied with, or whether there has been any non-compliance with, the required standard set out in the Model Code and its code of conduct regarding directors' securities transactions; and
            (c) for any non-compliance with the required standard set out in the Model Code, if any, details of these and an explanation of the remedial steps taken by the issuer to address them.

          • I. BOARD OF DIRECTORS

            (a) Composition of the board, by category of directors, including name of chairman, executive directors, non-executive directors and independent non-executive directors;
            (b) number of board meetings held during the financial year;
            (c) attendance of each director, by name, at the board and general meetings;

            Notes:
            1 Subject to the issuer's constitutional documents and the law and regulations of its place of incorporation, attendance by a director at a meeting by electronic means such as telephonic or videoconferencing may be counted as physical attendance.
            2 If a director is appointed part way during a financial year, his attendance should be stated by reference to the number of board meetings held during his tenure.
            (d) for each named director, the number of board or committee meetings he attended and separately the number of board or committee meetings attended by his alternate. Attendance at board or committee meetings by an alternate director should not be counted as attendance by the director himself;
            (e) a statement of the respective responsibilities, accountabilities and contributions of the board and management. In particular, a statement of how the board operates, including a high level statement on the types of decisions taken by the board and those delegated to management;
            (f) details of non-compliance (if any) with rules 3.10(1) and (2), and 3.10A and an explanation of the remedial steps taken to address non-compliance. This should cover non-compliance with appointment of a sufficient number of independent non-executive directors and appointment of an independent non-executive director with appropriate professional qualifications, or accounting or related financial management expertise;
            (g) reasons why the issuer considers an independent non-executive director to be independent where he/she fails to meet one or more of the guidelines for assessing independence set out in rule 3.13;
            (h) relationship (including financial, business, family or other material/relevant relationship(s)), if any, between board members and in particular, between the chairman and the chief executive; and
            (i) how each director, by name, complied with A.6.5.

          • J. CHAIRMAN AND CHIEF EXECUTIVE

            (a) The identity of the chairman and chief executive; and
            (b) whether the roles of the chairman and chief executive are separate and exercised by different individuals.

          • K. NON-EXECUTIVE DIRECTORS

            The term of appointment of non-executive directors.

          • L. BOARD COMMITTEES

            The following information for each of the remuneration committee, nomination committee, audit committee, risk committee, and corporate governance functions:

            (a) the role and function of the committee;
            (b) the composition of the committee and whether it comprises independent non-executive directors, non-executive directors and executive directors (including their names and identifying the chairman of the committee);
            (c) the number of meetings held by the committee during the year to discuss matters and the record of attendance of members, by name, at meetings held during the year; and
            (d) a summary of the work during the year, including:
            (i) for the remuneration committee, disclosing the policy for the remuneration of executive directors, assessing performance of executive directors and approving the terms of executive directors' service contracts, performed by the remuneration committee. Disclose which of the two models of remuneration committee described in B.1.2(c) was adopted;
            (ii) for the nomination committee, disclosing the policy for the nomination of directors, performed by the nomination committee or the board of directors (if there is no nomination committee) during the year. This includes the nomination procedures and the process and criteria adopted by the nomination committee or the board of directors (if there is no nomination committee) to select and recommend candidates for directorship during the year. This section should also include the board's policy or a summary of the policy on board diversity, including any measurable objectives that it has set for implementing the policy, and progress on achieving those objectives;
            (iii) for corporate governance, determining the policy for the corporate governance of the issuer, and duties performed by the board or the committee(s) under D.3.1; and
            (iv) for the audit committee, a report on how it met its responsibilities in its review of the quarterly (if relevant), half-yearly and annual results, and unless expressly addressed by a separate risk committee, or the board itself, its review of the risk management and internal control systems, the effectiveness of the issuer's internal audit function, and its other duties under the Code. Details of non-compliance with rule 3.21 (if any) and an explanation of the remedial steps taken by the issuer to address non-compliance with establishment of an audit committee; and
            (v) for the risk committee (if any), a report on how it met its responsibilities in its review of the risk management and internal control systems and the effectiveness of the issuer's internal audit function.

          • M. AUDITOR'S REMUNERATION

            An analysis of remuneration in respect of audit and non-audit services provided by the auditors (including any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party having knowledge of all relevant information would reasonably conclude as part of the audit firm nationally or internationally) to the issuer. The analysis must include, in respect of each significant non-audit service assignment, details of the nature of the services and the fees paid.

            Note: The code provisions expect issuers to make certain specified disclosures in the Corporate Governance Report. Where issuers choose not to make the expected disclosure, they must give considered reasons for not doing so under paragraph G(c). For ease of reference, the specific disclosure expectations of the code provisions are:

            1 directors' acknowledgement of their responsibility for preparing the accounts and a statement by the auditors about their reporting responsibilities (C.1.3 of the Code);
            2 report on material uncertainties, if any, relating to events or conditions that may cast significant doubt upon the issuer's ability to continue as a going concern (C.1.3 of the Code);
            3 a statement that the board has conducted a review of the effectiveness of the internal control system of the issuer and its subsidiaries (C.2.1 of the Code); and
            4 a statement from the audit committee explaining its recommendation and the reason(s) why the board has taken a different view from the audit committee on the selection, appointment, resignation or dismissal of external auditors (C.3.5 of the Code).

          • N. COMPANY SECRETARY

            (a) Where an issuer engages an external service provider as its company secretary, its primary corporate contact person at the issuer (including his/her name and position); and
            (b) details of non-compliance with rule 3.29.

          • O. SHAREHOLDERS' RIGHTS

            (a) How shareholders can convene an extraordinary general meeting;
            (b) the procedures by which enquiries may be put to the board and sufficient contact details to enable these enquiries to be properly directed; and
            (c) the procedures and sufficient contact details for putting forward proposals at shareholders' meetings.

          • P. INVESTOR RELATIONS

            Any significant changes in the issuer's constitutional documents during the year.

          • Q. RISK MANAGEMENT AND INTERNAL CONTROL

            Where an issuer includes the board's statement that it has conducted a review of its risk management and internal control systems in the annual report under code provision C.2.1, it must disclose the following:

            (a) whether the issuer has an internal audit function;
            (b) how often the risk management and internal control systems are reviewed, the period covered, and where an issuer has not conducted a review during the year, an explanation why not; and
            (c) a statement that a review of the effectiveness of the risk management and internal control systems has been conducted and whether the issuer considers them effective and adequate.

        • RECOMMENDED DISCLOSURES

          The disclosures set out in the following paragraphs on corporate governance matters are provided for issuers' reference. They are not intended to be exhaustive or mandatory. They are intended to show the areas which issuers may comment on in their Corporate Governance Report. The level of detail needed varies with the nature and complexity of issuers' business activities. Issuers are encouraged to include the following information in their Corporate Governance Report:

          • R. SHARE INTERESTS OF SENIOR MANAGEMENT

            The number of shares held by senior management (i.e. those individuals whose biographical details are disclosed in the annual report).

          • S. INVESTOR RELATIONS

            (a) Details of shareholders by type and aggregate shareholding;
            (b) details of the last shareholders' meeting, including the time and venue, major items discussed and voting particulars;
            (c) indication of important shareholders' dates in the coming financial year; and
            (d) public float capitalisation at the year end.

          • T. MANAGEMENT FUNCTIONS

            The division of responsibility between the board and management.

            Note: Issuers may consider that some of the information recommended under paragraphs R to T is too lengthy and detailed to be included in the Corporate Governance Report. As an alternative to full disclosure in the Corporate Governance Report, issuers may choose to include some or all of this information:

            (a) on its website and highlight to investors where they can:
            (i) access the soft copy by giving a hyperlink direct to the relevant webpage; and/or
            (ii) collect a hard copy of the relevant information free of charge; or
            (b) where the information is publicly available, by stating where the information can be found. Any hyperlink should be direct to the relevant webpage.

    • Appendix 15 [Repealed]

      [Repealed 31 December 2015]

    • Appendix 16 Disclosure of Financial Information

      This appendix sets out the minimum financial information that a listed issuer shall include in its preliminary announcements of results, interim reports, summary interim reports, annual reports, summary financial reports, listing documents andcirculars in relation to equity securities. The following requirements are supplementary to and do not supplant any other disclosures required by the Exchange Listing Rules. This appendix also sets out certain recommended disclosure items on discussion and analysis (see paragraph 52) that listed issuers are encouraged to include in their interim and annual reports. These recommended disclosure items are not obligatory, but merely items relating to good practice which are recommended for disclosure.

      Definitions

      1. Unless stated to the contrary references in this appendix to financial statements of a listed issuer or to the revenue, net income, profit or loss, activities, business, or assets of a listed issuer should be taken as referring to the consolidated financial statements of the listed issuer or the revenue, net income, profit or loss, activities, business or assets of the listed issuer as set out in its consolidated financial statements. Throughout this appendix, the following terms, save where the context otherwise requires, shall have the following meanings:

      "banking company" a bank, restricted licence bank and deposit taking company as defined in the Banking Ordinance
      "entitled person" a person who is entitled to be sent copies of the reporting documents for the financial year under section 430 of the Companies Ordinance
      "Hong Kong issuer" the same meaning as in Chapter 1 of the Exchange Listing Rules
      "new applicant" the same meaning as in Chapter 1 of the Exchange Listing Rules
      "overseas issuer" the same meaning as in Chapter 1 of the Exchange Listing Rules
      "PRC issuer" the same meaning as in Chapter 1 of the Exchange Listing Rules
      "securities*" any and all equity securities and, unless the context otherwise provides, debt securities issued from time to time by an issuer or if applicable, by any of its subsidiaries, whether or not listed on the Exchange

      Requirement for all Financial Statements

      2. Each set of financial statements presented in an annual report, listing document or circular shall provide a true and fair view of the state of affairs of the listed issuer and of the results of its operations and its cashflows.
      2.1 Annual financial statements of a listed issuer are required, subject to Notes 2.4 and 2.6, to conform with:—
      (a) Hong Kong Financial Reporting Standards (HKFRS); or
      (b) International Financial Reporting Standards (IFRS); or
      (c) China Accounting Standards for Business Enterprises (CASBE) in the case of a PRC issuer that has adopted CASBE for the preparation of its annual financial statements.
      2.2 An issuer must apply one of the bodies of standards referred to in Note 2.1 consistently and shall not normally change from one body of standards to the other unless there are reasonable grounds to justify such a change. All reasons for any such change must be disclosed in the annual financial statements.
      2.3 [Repealed 15 December 2010]
      2.4 An overseas issuer, which has a secondary listing on the Exchange, may prepare annual financial statements drawn up in conformity with Generally Accepted Accounting Principles in the United States of America (US GAAP).
      2.5 If an accounting estimate reported in prior interim period of the current financial year is changed during the subsequent interim period of the same financial year and has a material effect in that subsequent interim period, the nature and amount of a change in an accounting estimate that has a material effect in the current financial year or which is expected to have a material effect in subsequent periods should be disclosed. If it is impracticable to quantify the amount, this fact should be disclosed.
      2.6 Where the Exchange, in exceptional circumstances, allows the annual financial statements of an overseas issuer to be drawn up otherwise than in conformity with accounting standards referred to in Note 2.1, the Exchange will normally require the annual financial statements to contain a statement of the financial effect of the material differences (if any) from either HKFRS or IFRS referred to in Note 2.1 above.
      2.7 References to financial statements in a circular relate to circumstances where the Exchange Listing Rules require a listed issuer to provide financial statements in a circular to shareholders. There may be financial statements of the listed issuer or of other companies.
      2.8 Where there have been material changes in group structure during the period covered by the accountants' report prior to the proposed listing date of a new applicant, the new applicant should consult with the Exchange at the earliest opportunity in respect of the contents and presentation of the cash flow statement in the listing document.
      3. If the financial statements do not give a true and fair view of the state of affairs of the listed issuer and of the results of its operations and its cashflows, more detailed and/or additional information must be provided.
      3.1 If a listed issuer is in doubt as to what more detailed and/or additional information should be provided, it should apply to the Exchange for guidance.
      3.2 If a listed issuer is not required to draw up its financial statements so as to give a true and fair view (in accordance with any statutory provisions applicable in the listed issuer's place of incorporation or establishment) but is required to draw them up to an equivalent standard, the Exchange may allow its financial statements to be drawn up to that standard. Reference must, however, be made to the Exchange. If a listed issuer is in doubt as to what more detailed and/or additional information should be provided, it should contact the Exchange for guidance.

      Basic Financial Information

      4. Financial statements referred to in paragraph 2 shall include the disclosures required under the relevant accounting standards adopted and the information set out below. This information may be included in the notes to the financial statements. In the case of banking companies, the information on results and financial position set out in the Guideline on the Application of the Banking (Disclosure) Rules issued by the Hong Kong Monetary Authority must be provided in place of that set out in paragraph 4(1) and paragraph 4(2) as regards the disclosure requirements for preliminary announcements of results, interim reports, annual reports, listing documents and circulars.
      (1) Statement of profit or loss and other comprehensive income
      (a) profit (or loss) on sale of properties.
      4.1 Where the item of information specified in sub-paragraph 4(1) is unsuited to a listed issuer's activities, appropriate adjustments should be made. Where the requirements of this appendix are unsuited to a listed issuer's activities or circumstances, the Exchange may require suitable adaptations to be made.
      (2) Statement of financial position
      (a) ageing analysis of accounts receivable; and
      (b) ageing analysis of accounts payable.
      4.2 The ageing analysis should normally be presented on the basis of the date of the relevant invoice or demand note and categorised into time-bands based on analysis used by an issuer's management to monitor the issuer's financial position. The basis on which the ageing analysis is presented should be disclosed.
      (3) Dividends

      Rates of dividend paid or proposed on each class of shares (with particulars of each such class) and amounts absorbed thereby (or an appropriate negative statement).
      5. In the accounting policies section a listed issuer shall state which body of accounting standards have been followed in the preparation of its financial statements. Where applicable, a listed issuer should include a statement by the directors as to the reasons for any significant departure from an accounting standard that forms part of this body of accounting standards.

      Information in annual reports

      6. A listed issuer shall include the information as set out in paragraphs 8 to 34A in its annual report. Unless stated to the contrary the financial information specified in these paragraphs may be included outside the financial statements and will therefore be outside the scope of the auditors' report on the financial statements. Banking companies shall, in addition, comply with the Guideline on the Application of the Banking (Disclosure) Rules or other regulations in relation to the contents of annual report issued or specified from time to time by the Hong Kong Monetary Authority.
      6.1 The Exchange may authorise the omission from an annual report of specified items of information if it considers that disclosure of such information would be contrary to the public interest or seriously detrimental to the listed issuer. The Exchange will only authorise such omission provided it is satisfied that the omission is not likely to mislead the public with regard to facts and circumstances, knowledge of which is essential for the assessment of the securities in question. The listed issuer or its representatives will be responsible for the correctness and relevance of the facts on which any application for such exemption is based.
      6.2 The term financial year refers to the period covered by a listed issuer's financial statements even where the period is not a calendar year.
      6.3 An annual report shall contain the following information required under other parts of the Listing Rules:
      (a) competing business under rules 8.10(2)(b) and 8.10(2)(c);
      (b) a monthly breakdown of purchases of shares under rule 10.06(4)(b);
      (c) advance to an entity under rule 13.20;
      (d) pledging of shares by the controlling shareholder under rule 13.21;
      (e) loan agreements with covenants relating to specific performance of the controlling shareholder under rule 13.21;
      (f) breach of loan agreement by an issuer under rule 13.21;
      (g) financial assistance and guarantees to affiliated companies of an issuer under rule 13.22;
      (h) provision of information in respect of and by directors, supervisors and chief executives under rule 13.51B(1);
      (i) information of profit guarantee provided by a connected person regarding the financial performance of the company or business acquired from the connected person under rule 14A.63;
      (j) share option schemes under rules 17.07, 17.08 and 17.09;
      (k) for an issuer involving in mining activities, continuing disclosure obligations arise under rules 18.14 to 18.17, where appropriate;
      (l) for investment companies, continuing disclosure obligations arise under rule 21.12(1);
      (m) disclosure of interests information under Practice Note 5; and
      (n) provision of information in respect of corporate governance code provisions B.1.5 (remuneration payable to members of senior management by band) and C.1.4(discussion and analysis of group's performance) of Appendix 14 or explain reason for deviation.
      6.4 Issuers must publish ESG reports in accordance with Rule 13.91 and the ESG Reporting Guide contained in Appendix 27.
      7. [Repealed 31 December 2015]
      8.
      (1) In relation to connected transactions (including continuing connected transactions) that are not exempt from annual reporting requirement in Chapter 14A, a listed issuer shall include particulars of the transactions pursuant to rule 14A.71.
      (2) Where a listed issuer includes in its annual report particulars of a related party transaction or continuing related party transaction (as the case may be) in accordance with applicable accounting standards adopted for the preparation of its annual financial statements, it must specify whether or not the transaction falls under the definition of "connected transaction" or "continuing connected transaction" (as the case may be) in Chapter 14A of the Exchange Listing Rules. The listed issuer must also confirm whether or not it has complied with the disclosure requirements in accordance with Chapter 14A of the Exchange Listing Rules.
      9. A listed issuer shall include in its financial statements a statement showing:-
      (1) the name of every subsidiary, its principal country of operation and its country of incorporation or other establishment, and, in the case of a subsidiary established in the PRC, the kind of legal entity it is registered as under PRC law (such as a contractual or cooperative joint venture); and
      (2) particulars of the issued share capital and debt securities of every subsidiary.
      9.1 In the case of a subsidiary incorporated in the PRC, reference to securities shall mean and refer to securities*.
      9.2 If a listed issuer has an excessive number of subsidiaries, the statement need only include details for subsidiaries which, in the opinion of the directors, materially contribute to the net income of the group or hold a material portion of the assets or liabilities of the group.
      10. In relation to transactions in its securities, or securities of its subsidiaries during the financial year a listed issuer shall include:-
      (1) details of the classes, numbers and terms of any convertible securities, options, warrants or similar rights issued or granted by the listed issuer or any of its subsidiaries, together with the consideration received by the listed issuer or any of its subsidiaries therefor;
      (2) particulars of any exercise of any conversion or subscription rights under any convertible securities, options, warrants or similar rights issued or granted at any time by the listed issuer or any of its subsidiaries;
      (3) particulars of any redemption or purchase or cancellation by the listed issuer or any of its subsidiaries of its redeemable securities and the amount of such securities outstanding at the end of the relevant financial year; and
      (4) particulars of any purchase, sale or redemption by the listed issuer, or any of its subsidiaries, of its listed securities during the financial year, or an appropriate negative statement. Such statement must include the aggregate price paid or received by the listed issuer for such purchases, sales or redemptions and should distinguish between those securities purchased or sold:-
      (a) on the Exchange;
      (b) on another stock exchange;
      (c) by private arrangement; and
      (d) by way of a general offer.
      Any such statement must also distinguish between those listed securities which are purchased by the listed issuer (and, therefore, cancelled) and those which are purchased by a subsidiary of the listed issuer;
      10.1 In the case of a PRC issuer or a listed issuer with subsidiaries incorporated in the PRC, references to securities in sub-paragraphs 10(1) to 10(4) inclusive shall mean and refer to securities*.
      11. In the case of any issue for cash of equity securities (including securities convertible into equity securities) , a listed issuer shall disclose:-
      (1) the reasons for making the issue;
      (2) the classes of equity securities issued;
      (3) as respect each class of equity securities, the number issued, their aggregate nominal value, if any;
      (4) the issue price of each security;
      (5) the net price to the listed issuer of each security;
      (6) the names of the allottees, if less than six in number, and, in the case of six or more allottees, a brief generic description of them;
      (7) the market price of the securities concerned on a named date, being the date on which the terms of the issue were fixed; and
      (8) the total funds raised from the issue and details of the use of proceeds including:
      (a) a detailed breakdown and description of the proceeds for each issue and the purposes for which they are used during the financial year;
      (b) if there is any amount not yet utilized, a detailed breakdown and description of the intended use of the proceeds for each issue and the purposes for which they are used and the expected timeline; and
      (c) whether the proceeds were used, or are proposed to be used, according to the intentions previously disclosed by the issuer, and the reasons for any material change or delay in the use of proceeds.
      Note: Issuers are recommended to present the above information in tabular format to show separately the amounts used and the purposes for which they are used, and compare each of the actual or intended uses against the intention and expected timeframe previously disclosed by the issuer.
      11.1 In the case of a PRC issuer, references to securities in this paragraph shall mean and refer to securities*.
      11A. To the extent that there are proceeds brought forward from any issue of equity securities (including securities convertible into equity securities) made in previous financial year(s), the listed issuer shall disclose the amount of proceeds brought forward and details of the use of such proceeds as set out in paragraph 11(8).
      12. A listed issuer should provide brief biographical details of its directors and senior managers. Such details will include name, age, positions held with the listed issuer and other members of the listed issuer's group, length of service with the issuer and the group and such other information (which may include business experience) of which shareholders should be aware, pertaining to the ability or integrity of such persons. Where any of the directors or senior managers are related, having with any other director or senior manager any one of the relationships set out below, that fact should be stated. The relationships are spouse; any person cohabiting with the director or senior manager as a spouse; and any relative meaning a child or step-child regardless of age, a parent or step-parent, a brother, sister, step-brother or step-sister, a mother-in-law, a father-in law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Where any director of the listed issuer is a director or employee of a company which has an interest in the shares and underlying shares of the listed issuer which would fall to be disclosed to the listed issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, that fact shall be stated.
      12.1 It is the responsibility of the directors of the listed issuer to determine which individual or individuals constitute senior management. Senior management may include directors of subsidiaries; heads of divisions, departments or other operating units within the group as, in the opinion of the listed issuer's directors, is appropriate.
      12.2 In the case of a PRC issuer, references to directors and senior managers in this paragraph shall also mean and include supervisors.
      12A. In relation to an independent non-executive director appointed by a listed issuer during the financial year, the listed issuer shall disclose the reasons why such an independent non-executive director was and is considered to be independent if he has failed to meet any of the independence guidelines set out in rule 3.13.
      12B. A listed issuer must confirm whether it has received from each of its independent non-executive directors an annual confirmation of his independence pursuant to rule 3.13 and whether it still considers the independent non-executive directors to be independent.
      13. A listed issuer shall include the information relating to interests of directors, the chief executive and others as follows:-
      (1) subject to sub-paragraph 13(2), a statement as at the end of the relevant financial year showing the interests and short positions of each director and chief executive of the listed issuer in the shares, underlying shares and debentures of the listed issuer or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance):
      (a) as recorded in the register required to be kept under section 352 of the Securities and Futures Ordinance; or
      (b) as otherwise notified to the listed issuer and the Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (which for purposes of this sub-paragraph shall be deemed to apply to the PRC Issuer's supervisors to the same extent as it applies to directors); or
      (c) if there is no such interest or right that has been granted or exercised, a statement of that fact,
      provided that the Exchange may agree, in its sole discretion, that compliance with this sub-paragraph may be modified or waived in respect of any associated corporation if, in the opinion of the Exchange, the number of associated corporations in respect of which each director and chief executive is taken or deemed to have an interest or short position under Part XV of the Securities and Futures Ordinance is such that compliance with this sub-paragraph would result in particulars being given which are not material in the context of the group and are of excessive length;
      (2) the statement required by sub-paragraph 13(1) must specify the company in which the interests or short positions are held, the class to which those securities belong and the number of such securities held. The statement need not disclose:
      (a) the interests of a director in the shares of the listed issuer or any of its subsidiaries if such interest is held solely in a non-beneficial capacity and is for the purpose of holding the requisite qualifying shares;
      (b) the non-beneficial interests of directors in the shares of any subsidiary of the listed issuer in so far as that interest comprises the holding of shares subject to the terms of a written, valid and legally enforceable declaration of trust in favour of the parent company of that subsidiary or the listed issuer and such interest is held solely for the purpose of ensuring that the relevant subsidiary has more than one member;
      13.1 Where interests in securities arising from the holding of such securities as qualifying shares are not disclosed pursuant to the exception provided in this paragraph, a general statement should nevertheless be made to indicate that the directors hold qualifying shares.
      (3) a statement as at the end of the relevant financial year, showing the interests or short positions of every person, other than a director or chief executive of the listed issuer, in the shares and underlying shares of the listed issuer as recorded in the register required to be kept under section 336 of the Securities and Futures Ordinance and the amount of such interests and short positions, or if there is no such interests and short positions recorded in the register, a statement of that fact; and
      13.2 For the purposes of sub-paragraphs 13(2) and (3) particulars should be given of the extent of any duplication which occurs.
      13.3 In the case of a PRC issuer:-
      (a) references to director or chief executive in sub-paragraphs 13(1) to 13(3) inclusive shall also mean and include supervisors;
      (b) references to securities in sub-paragraphs 13(1) to 13(3) inclusive shall mean and refer to securities*.
      14. A listed issuer shall include a statement as to the period unexpired of any service contract, which is not determinable by the employer within one year without payment of compensation (other than statutory compensation), of any director proposed for re-election at the forthcoming annual general meeting or, if there are no such service contracts, a statement of that fact.
      14.1 In the case of a PRC issuer, reference to director under this paragraph shall also mean and include supervisor.
      14A. A listed issuer must include particulars of any service contracts that are exempt under rule 13.69.
      15. A listed issuer shall include particulars (nature and extent) of any transaction, arrangement or contract of significance subsisting during or at the end of the financial year in which a director of the listed issuer or an entity connected with a director is or was materially interested, either directly or indirectly, or, if there has been no such transaction, arrangement or contract, a statement of that fact.
      15.1 In the case of a PRC issuer, reference to director under this paragraph shall also mean and include supervisor.
      15.2 A "transaction, arrangement or contract of significance" is one where any of the percentage ratios (as defined under rule 14.04(9)) of the transaction is 1% or more.
      15.3 Notwithstanding the percentage specified in Note 15.2, a transaction, arrangement or contract is regarded as a "transaction, arrangement or contract of significance" to a listed issuer if the omission of information relating to that transaction, arrangement or contract could have changed or influenced the judgement or decision of a person relying on the relevant information.
      15.4 A reference to an entity connected with a director has the meaning given by section 486 of the Companies Ordinance.
      16. A listed issuer shall include:-
      (1) particulars of any contract of significance between the listed issuer, or one of its subsidiary companies, and a controlling shareholder or any of its subsidiaries;
      16.1 For the purposes of this sub-paragraph and of sub-paragraph 16(2), the words "controlling shareholder" mean any shareholder entitled to exercise, or control the exercise of:-
      (i) in the case of a PRC issuer, 30 per cent (or such other amount as may from time to time be specified in applicable PRC law as being the level for triggering a mandatory general offer or for otherwise establishing legal or management control over a business enterprise);
      (ii) in other cases, 30 per cent (or such other amount as may from time to time be specified in the Takeovers Code as being the level for triggering a mandatory general offer);
      or more of the voting power at general meetings of the listed issuer or one which is in a position to control the composition of a majority of the board of directors of the listed issuer.
      (2) particulars of any contract of significance for the provision of services to the listed issuer or any of its subsidiaries by a controlling shareholder or any of its subsidiaries.

      16.2 See Notes 15.2 and 16.1
      17. A listed issuer shall include particulars of any arrangement under which a shareholder has waived or agreed to waive any dividends.
      17.1 Where a shareholder has agreed to waive future dividends, particulars of such waiver(s) must be given together with those relating to dividends which were payable during the past financial year. Waivers of dividends of minor amount may be disregarded provided that some payment has been made on each share during the relevant calendar year.
      18. If net income shown in the financial statements differs materially from any profit forecast published by the listed issuer, the listed issuer must include an explanation of the difference.
      19. A listed issuer shall include a summary, in the form of a comparative table, of the published results and of the assets and liabilities of the group for the last five financial years. Where the published results and statement of assets and liabilities have not been prepared on a consistent basis this must be explained in the summary.
      20. An overseas issuer or a PRC issuer shall include a statement, where applicable, that no pre-emptive rights exist in the jurisdiction in which the listed issuer is incorporated or otherwise established.
      20.1 Where the listed issuer's primary listing is or is to be on another stock exchange which does not impose pre-emptive rights and the listed issuer is not otherwise subject to such rights, the Exchange expects that issues for cash of shares or securities convertible into shares or options, warrants or similar rights to subscribe for any shares or such convertible securities, made by the overseas listed issuer or by a major subsidiary so as materially to dilute the percentage interests of the listed issuer's shareholders, will not be made on terms likely to detract significantly from the value of their interests. In the case of a PRC issuer, references to securities shall mean and refer to securities*.
      21. An overseas issuer or a PRC issuer shall include the information necessary to enable holders of its listed securities to obtain any relief from taxation to which they are entitled by reason of their holding of such securities.
      22. In relation to loans and borrowings a listed issuer shall provide in its financial statements, except where the listed issuer is a banking company, an analysis as at the date of statement of financial position, firstly of bank loans and overdrafts and, secondly of other borrowings, showing the aggregate amounts repayable:-
      (a) on demand or within a period not exceeding one year;
      (b) within a period of more than one year but not exceeding two years;
      (c) within a period of more than two years but not exceeding five years; and
      (d) within a period of more than five years.
      23. Where any of the percentage ratios (as defined under rule 14.04(9)) of a listed issuer's properties held for development and/or sale or for investment purposes exceeds 5%, the listed issuer shall include the following information:-
      (1) in the case of property held for development and/or sale:-
      (a) an address sufficient to identify the property, which generally must include the postal address, lot number and such further designation as is registered with the appropriate government authorities in the jurisdiction in which the property is located;
      (b) if in the course of construction, the stage of completion as at the date of the annual report;
      (c) if in the course of construction, the expected completion date;
      (d) the existing use (e.g. shops, offices, factories, residential, etc.);
      (e) the site and gross floor area of the property; and
      (f) the percentage interest in the property.
      (2) in the case of property held for investment:-
      (a) an address sufficient to identify the property, which generally must include the postal address, lot number and such further designation as is registered with the appropriate government authorities in the jurisdiction in which the property is located;
      (b) the existing use (e.g. shops, offices, factories, residential, etc.); and
      (c) whether the property is held on short lease, medium term lease or long lease or, if situated outside Hong Kong, is freehold.
      If a listed issuer has an excessive number of the properties, the statement need only include details for properties which in the opinion of the directors are material.
      24. An issuer must disclose in its financial statements details of director's and past director's emoluments, by name as follows:-
      (1) the directors' fees for the financial year;
      (2) the directors' basic salaries, housing allowances, other allowances and benefits in kind;
      (3) the contributions to pension schemes for directors or past directors for the financial year;
      (4) the bonuses paid or receivable by directors which are discretionary or are based on the listed issuer's, the group's or any member of the group's performance (excluding amounts disclosed in (5) and (6) below) for the financial year;
      (5) the amounts paid during the financial year or receivable by directors as an inducement to join or upon joining the listed issuer; and
      (6) the compensation paid during the financial year or receivable by directors or past directors for the loss of office as a director of any member of the group or of any other office in connection with the management of the affairs of any member of the group distinguishing between contractual and other payments (excluding amounts disclosed in (2) to (5) above).
      24.1 Sub-paragraphs (2) to (6) above inclusive require an analysis of the amounts to be disclosed in the listed issuer's financial statements under the provisions of section 383(1)(a) to (c)(inclusive) of the Companies Ordinance.
      24.2 Where a director is contractually entitled to bonus payments which are fixed in amount such payments are more in the nature of basic salary and accordingly must be disclosed under sub-paragraph (2) above.
      24.3 In addition to discretionary bonus payments, all bonus payments to which a director is contractually entitled and which are not fixed in amount, together with the basis upon which they are determined, must be disclosed under sub-paragraph (4) above.
      24.4 In the case of a PRC issuer, references to directors or past directors shall also mean and include supervisors and past supervisors (as appropriate).
      24.5 References to "director" in paragraph 24 include a chief executive who is not a director.
      24A. A listed issuer shall include particulars of any arrangement under which a director has waived or agreed to waive any emoluments.
      24A.1 Where a director has agreed to waive future emoluments, particulars of such waiver must be given together with those relating to emoluments which accrued during the past financial year. This applies in respect to emoluments from the listed issuer or any of its subsidiaries or other person.
      24B. A listed issuer shall include the following information in respect of the group's emolument policy:
      (1) a general description of the emolument policy and any long-term incentive schemes of the group; and
      (2) the basis of determining the emolument payable to its directors.
      25. An issuer must disclose in its financial statements information in respect of the five highest paid individuals during the financial year. For this purpose amounts paid or payable by way of commissions on sales generated by the individual are to be ignored. Where all five of these individuals are directors and the information required by this paragraph has been disclosed in the emoluments of directors, this must be stated and no additional disclosure is required. Where the details of one or more of the individuals whose emoluments were the highest have not been included in the emoluments of directors, the following information must be disclosed:-
      (1) the aggregate of basic salaries, housing allowances, other allowances and benefits in kind for the financial year;
      (2) the aggregate of contributions to pension schemes for the financial year;
      (3) the aggregate of bonuses paid or receivable which are discretionary or are based on the issuer's, the group's or any member of the group's performance (excluding amounts disclosed in (4) and (5) below) for the financial year;
      (4) the aggregate of amounts paid during the financial year or receivable as an inducement to join or upon joining the issuer;
      (5) the aggregate of compensation paid during the financial year or receivable for the loss of any office in connection with the management of the affairs of any member of the group distinguishing between contractual payments and other payments (excluding amounts disclosed in (1) to (3) above); and
      (6) an analysis showing the number of individuals whose remuneration (being amounts paid under (1) to (5) above) fell within bands from HK$nil up to HK$1,000,000 or into higher bands (where the higher limit of the band is an exact multiple of HK$500,000 and the range of the band is HK$499,999).
      25.1 It is not necessary to disclose the identity of the highest paid individuals, unless any of them are directors of the issuer.
      26. A listed issuer shall include the following information in addition to the information required under the relevant accounting standard in respect of pension schemes:-
      (1) a brief outline of how contributions are calculated or benefits funded;
      (2) in the case of defined contribution schemes, details of whether forfeited contributions (by employers on behalf of employees who leave the scheme prior to vesting fully in such contributions) may be used by the employer to reduce the existing level of contributions and if so, the amounts so utilised in the course of the year and available at the date of statement of financial position for such use; and
      (3) in the case of defined benefit plans, an outline of the results of the most recent formal independent actuarial valuation (which should be as at a date not earlier than 3 years prior to the date of statement of financial position) or later formal independent review of the scheme on an ongoing basis. This should include disclosure of:-
      (a) the name and qualifications of the actuary, the actuarial method used and a brief description of the main actuarial assumptions;
      (b) the market value of the scheme assets at the date of their valuation or review (unless the assets are administered by an independent trustee in which case this information may be omitted);
      (c) the level of funding expressed in percentage terms; and
      (d) comments on any material surplus or deficiency (including quantification of the deficiency) indicated by (c) above.
      27. If an issuer has valued any property interests (under Chapter 5) or has valued any other tangible assets and included such a valuation in the prospectus relating to its initial public offer and those assets are not stated at valuation (or at subsequent valuation) in its first annual financial statements published after listing, then the issuer is required to disclose the following additional information in its first annual report published after listing:-
      (1) the amount of such valuation of those properties or other tangible assets as included in the prospectus; and
      (2) the additional depreciation (if any) that would be charged against the statement of profit or loss and other comprehensive income had those assets been stated at such valuation (or subsequent valuation).
      28. A listed issuer (whether or not it is incorporated in Hong Kong) shall include disclosures required under the following provisions of the Companies Ordinance and subsidiary legislation:-
      (1) in financial statements
      (a) Section 383 — Notes to financial statements to contain information on directors' emoluments etc.;
      (b) Schedule 4 — Accounting Disclosures relating to:
      (i) Part 1(1) Aggregate amount of authorized loans;
      (ii) Part 1(2) Statement of financial position to be contained in notes to annual consolidated financial statements;
      (iii) Part 1(3) Subsidiary's financial statements must contain particulars of ultimate parent undertaking;
      (iv) Part 2(1) Remuneration of auditor; and
      (c) Companies (Disclosure of Information about Benefits of Directors) Regulation; and
      (2) in directors' report
      (a) Section 390 — Contents of directors' report: general;
      (b) Section 470 — Permitted indemnity provision to be disclosed in directors' report;
      (c) Section 543 — Disclosure of management contract;
      (d) Schedule 5 — Content of Directors' Report: Business Review; and
      (e) Companies (Directors' Report) Regulation.
      28.1 Directors must prepare the directors' report which complies with section 388 of the Companies Ordinance and the directors' report must be approved and signed, which complies with section 391 of the Companies Ordinance.
      28.2 Section 390(3)(b) of the Companies Ordinance requires a company to disclose the name(s) of the director(s) of its subsidiaries. Notwithstanding the disclosure provisions in sub-paragraph 2(a) above, a listed issuer not incorporated in Hong Kong is not required to disclose the name(s) of its subsidiaries' director(s).
      29. A listed issuer shall include a statement of the reserves available for distribution to shareholders by the listed issuer as at the date of its statment of financial position:-
      (1) in the case of a Hong Kong issuer, as calculated under the provisions of sections 291, 297 and 299 of the Companies Ordinance; and
      (2) in other cases, as calculated in accordance with any statutory provisions applicable in the listed issuer's place of incorporation or, in the absence of such provisions, with generally accepted accounting principles.
      30. A listed issuer shall include details of any change in its auditors in any of the preceding three years.
      31. A listed issuer shall include information in respect of its major customers (meaning, other than in relation to consumer goods or services, the ultimate customer, and in relation to consumer goods or services the ultimate wholesale or retailer as the case may be) and its major suppliers (meaning the ultimate supplier of items which are not of a capital nature) as follows:-
      (1) a statement of the percentage of purchases attributable to the largest supplier;
      (2) a statement of the percentage of purchases attributable to the 5 largest suppliers combined;
      (3) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the largest customer;
      (4) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the 5 largest customers combined;
      (5) a statement of the interests of any of the directors; their close associates; or any shareholder (which to the knowledge of the directors own more than 5% of the number of issued shares of the listed issuer) in the suppliers or customers disclosed under (1) to (4) above or if there are no such interests a statement to that effect;
      (6) in the event that the percentage which would fall to be disclosed under (2) above is less than 30, a statement of that fact shall be given and the information required in (1), (2) and (5) (in respect of suppliers) may be omitted; and
      (7) in the event that the percentage which would fall to be disclosed under (4) above is less than 30, a statement of that fact shall be given and the information required in (3), (4) and (5) (in respect of customers) may be omitted;
      31.1 Paragraph 31 applies to all listed issuers whose businesses comprise, in whole or in part, the supply of goods or services of whatever nature, and in the case of service references to customers includes the clients of such listed issuers.
      31.2 In relation to consumer goods, references to customers are to the ultimate wholesaler or retailer, except when the listed issuer's business incorporates the wholesaling or retailing operation. In all other cases references to customers are to ultimate customer.
      31.3 References to suppliers are primarily to those who provide goods or services which are specific to a listed issuer's business and which are required on a regular basis to enable the listed issuer to continue to supply or service its customers. Suppliers of goods and services which are freely available from a range of suppliers at similar prices or which are otherwise freely available (such as utilities) are excluded. In particular, it is recognised that an obligation on listed issuers who are providers of financial services (such as banks and insurance companies) to give information about suppliers would be of limited or no value, and there is therefore no disclosure requirement in respect of suppliers to such listed issuers.
      31.4 The Exchange must be consulted if there is any doubt about the application of paragraph 31.
      32. A listed issuer shall include in its annual report a discussion and analysis of the group's performance during the financial year and the material factors underlying its results and financial position. It should emphasize trends and identify significant events or transactions during the financial year under review. As a minimum the directors of the listed issuer should comment on the following:-
      (1) the group's liquidity and financial resources. This may include comments on the level of borrowings at the end of the period under review, the seasonality of borrowing requirements, and the maturity profile of borrowings and committed borrowing facilities. Reference may also be made to the funding requirements for capital expenditure commitments and authorisations;
      (2) the capital structure of the group in terms of maturity profile of debt and obligation, type of capital instruments used, currency and interest rate structure. The discussion may cover:
      (a) funding and treasury policies and objectives in terms of the manner in which treasury activities are controlled;
      (b) the currencies in which borrowings are made and in which cash and cash equivalents are held;
      (c) the extent to which borrowings are at fixed interest rates;
      (d) the use of financial instruments for hedging purposes; and
      (e) the extent to which foreign currency net investments are hedged by currency borrowings and other hedging instruments;
      (3) the state of the group's order book (where applicable) and prospects for new business including new products and services introduced or announced;
      (4) significant investments held, their performance during the financial year and their future prospects;
      (5) details of material acquisitions and disposals of subsidiaries, associates and joint ventures in the course of the financial year;
      (6) comments on segmental information. This may cover changes in the industry segment, developments within the segment and their effect on the results of that segment. It may also include changes in the market conditions, new products and services introduced or announced and their impact on the group's performance and changes in revenue and margins;
      (7) where applicable, details of the number and remuneration of employees, remuneration policies, bonus and share option schemes and training schemes;
      (8) details of charges on group assets;
      (9) details of future plans for material investments or capital assets and their expected sources of funding in the coming year;
      32.1 It is the responsibility of the directors of the listed issuer to determine what investment or capital asset is material in the context of the listed issuer's business, operations and financial performance. The materiality of investment or capital asset varies from one listed issuer to another according to its financial performance, assets and capitalisation, the nature of its operations and other factors. An event that is "material" in the context of a smaller listed issuer's business and affairs is often not material to a large listed issuer. The directors of the listed issuer are in the best position to determine materiality. The Exchange recognises that decisions on disclosure require careful subjective judgements, and encourages listed issuers to consult the Exchange when in doubt as to whether disclosure should be made.
      (10) gearing ratio;
      32.2 The basis on which the gearing ratio is computed should be disclosed.
      (11) exposure to fluctuations in exchange rates and any related hedges; and
      (12) details of contingent liabilities, if any.
      32.3 If the above information required in this paragraph has been disclosed in a business review in the directors' report as set out in paragraph 28, no additional disclosure is required.
      33. [Repealed 31 December 2015]
      34. An issuer must include, in respect of the group, a separate Corporate Governance Report prepared by the board on its corporate governance practices. The report must, as a minimum, contain the information required under paragraphs G to Q of Appendix 14 regarding the accounting period covered by the annual report. To the extent that it is reasonable and appropriate, the issuer may incorporate by reference information in its annual report into the Corporate Governance Report. Any such references must be clear and unambiguous and the Corporate Governance Report must not contain only a cross-reference without any discussion of the matter.
      34A. A listed issuer shall include a statement of sufficiency of public float. The statement should be based on information that is publicly available to the listed issuer and within the knowledge of its directors as at the latest practicable date prior to the issue of the annual report.
      35. [Repealed 31 December 2015]
      36. [Repealed 31 December 2015]

      Information to accompany interim reports

      37. A listed issuer shall prepare an interim report in respect of the first six months of its financial year, unless that financial year is of six months or less. Banking companies shall, in addition, comply with the Guideline on the Application of the Banking (Disclosure) Rules issued by the Hong Kong Monetary Authority as regards the disclosure requirements for an interim report.
      37.1 If a change in the financial year is proposed, the Exchange should be consulted as to the period or periods to be covered by the interim report.
      37.2 A listed issuer should apply the same accounting policies in its interim financial statements as are applied in its annual financial statements except where the change in accounting policy is required by an accounting standard which came into effect during the interim period. Accounting policies which have been consistently applied and which were disclosed in the listed issuer's most recent published audited financial statements or for a newly listed issuer in its recent prospectus may be omitted from the interim report. Any significant changes in accounting policies, including those required by an accounting standard, should be disclosed together with the reason for changing the accounting