This section sets out the procedures that an issuer must follow to apply for listing of securities or listing of a debt programme. An application involves determining whether an issuer is eligible for listing and whether securities are eligible for listing. The Exchange will use the information that an issuer supplies to make these assessments. The documents an issuer submits must be in English or Chinese or translated into one of these languages.
An issuer must submit the following:
(a) completed application form. If an issue is guaranteed the guarantor must also complete the application form. This is set out in Appendix 5, part C.
(b) listing fee as provided in Appendix 9.
(c) draft listing document.
(d) draft formal notice of listing.
(e) [Repealed 1 November 2020]
(f) [Repealed 1 November 2020]
(g) [Repealed 1 November 2020]
(h) [Repealed 1 November 2020]
(i) if an issue is convertible into shares a copy of the approvals authorising the issue and listing of those shares.
(j) a written statement by the issuer’s duly authorised representative confirming:
(1) where the issuer is not listed on the Exchange, the issuer has been validly incorporated or established in its place of incorporation or establishment; and
(2) the issuer has obtained all necessary internal authorisations to issue and allot the debt securities, make an application for listing and issue the listing document.
(k) if an issue is guaranteed, a written statement by the guarantor’s duly authorised representative confirming:
(1) where the guarantor is not listed on the Exchange, the guarantor has been validly incorporated or established in its place of incorporation or establishment; and
(2) the guarantor has obtained all necessary internal authorisations to approve the listing application and the issuing of the listing document.
An issuer may submit drafts of the application form in (a) and the confirmation in (j) and (k) to enable the Exchange to consider whether an issue and issuer are eligible for listing. The final confirmation in (j) and (k) may be submitted after the listing application but before listing.
After the Exchange has considered an application it will issue a Listing Eligibility letter. In this letter it will advise an issuer whether it and its debt securities are eligible for listing. The Exchange will also indicate whether it requires inclusion of additional information in the listing document. The letter is valid for three months from the date of issue. For routine applications the Exchange aims to issue this letter 5 business days after it receives the application.
An issuer must not issue the listing document in final form until the Exchange has confirmed that the issuer may issue it. A draft may be circulated for the purpose of arranging underwriting, syndication and marketing of the offering to Professional Investors.
In the period from when the listing document is issued to the date of listing an issuer must advise the Exchange of any material event that it would have disclosed in the listing document if it had been aware of the event before the listing document was finalised.
An issuer must publish a formal notice before listing. The notice must be in English or Chinese. A model form of notice is set out in Appendix 10.
An issuer must also publish on the Exchange’s website the listing document (in English or Chinese) on the listing date. For debt issuance programmes this requirement applies to the base listing document and the supplementary listing document (including but not limited to the pricing supplement) for each issue of listed debt securities under the programme.