• APPENDICES

    • Appendix 1 Contents of Listing Documents

      • Equity Securities (of an issuer no part of whose share capital is already listed)

        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 GEM of 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, 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, 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 2 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, 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 24 months 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. (Notes 3 and 9)
        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.
        (2) A statement that all necessary arrangements have been made enabling the securities to be admitted into CCASS;
        (3) A statement to the effect that dealings in securities of the issuer may be settled through CCASS and that investors should seek the advice of their stockbroker or other professional adviser for details of those settlement arrangements and how such arrangements will affect their rights and interests; and
        (4) A statement of the minimum prescribed percentage applicable to the securities pursuant to rule 11.23. If the minimum prescribed percentage cannot be determined as at the date of the document, an indicative range should be provided.
        15.
        (1) The nature and amount of the issue including the number (or, if not yet determinable, the minimum and maximum 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) Whether or not, and if so to what extent, the issue has been underwritten and, if not fully underwritten, the minimum amount of capital, if any, which the issuer must raise for the issue to proceed. (See also paragraph 48).
        (3) 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) full details of the basis on which securities are to be offered including the total amount of the public or private issue and the number of securities offered, where applicable, by category and full details of the basis on which shares are to be allocated having regard to the provisions of rules 13.01 and 13.02;
        (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;
        (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;
        (Note 5)
        (g) the methods of and time limits for delivery of the securities and a statement whether temporary documents of title will be issued;
        (h) in the case of the issue being partly/fully underwritten, 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 (if any) 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 an offer for subscription or offer for sale and the basis of allotment will be published on the GEM website as required by rule 16.13 and the newspaper (if any) in which the announcement is expected to appear and the date or appropriate date on which it is expected that the results of a placing will be published on the GEM website as required by rule 16.16.
        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 24 months 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 detailed statement as to how such proceeds were or are intended to be applied. (Note 8)
        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 11)
        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 1 class of shares, the rights of each class of shares 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 2 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 participants under a share option 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 2 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 per cent 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). (Note 9)
        (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) 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 1 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 24 months 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 24 months.
        (7) The number of people employed by the group and changes therein in the last 24 months, 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.
        (1) Particulars of any restriction affecting the remittance of profits or repatriation of capital into Hong Kong from outside Hong Kong.
        (2) A statement of whether or not any issuer that is an overseas issuer will have sufficient foreign exchange to pay forecasted or planned dividends and to meet its foreign exchange liabilities as they become due, with particulars of the anticipated sources of foreign exchange. If an overseas issuer has no exposure to foreign exchange liabilities, a negative statement to that effect.

        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.
        (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

        Intra-group liabilities should normally be disregarded, a statement to that effect being made where necessary. (Notes 3 and 4)

        33.
        (1) A statement showing the revenue of the group during the 2 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 2 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 2 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 2 financial years immediately preceding the issue of the listing document;
        (d) the aggregate of bonuses paid to or receivable by the 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 2 financial years immediately preceding the issue of the listing document;
        (e) the aggregate of amounts paid to or receivable by the directors for each of the 2 financial years immediately preceding the issue of the listing document as an inducement to join or upon joining the issuer;
        (f) the aggregate of compensation paid to or receivable by the directors or past directors for each of the 2 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 2 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 GEM 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.

        The information required pursuant to sub-paragraph (2) above must be analysed by individual director or past director and such that it is apparent as to which are the independent nonexecutive directors (if any) (but without any obligation to disclose any individual by name). (Note 9)
        (3) Additional information in respect of those 5 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 5 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 1 or more of the individuals whose emoluments were the highest have not been included in directors' emoluments, the following information shall be disclosed:—
        (a) the aggregate of basic salaries, housing allowances, other allowances and benefits in kind for each of the 2 financial years immediately preceding the issue of the listing document;
        (b) the aggregate of contributions to pension schemes for each of the 2 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 2 financial years immediately preceding the issue of the listing document;
        (d) the aggregate of amounts paid or receivable for each of the 2 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 or receivable for paid each of the 2 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) 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. 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 it has satisfied itself 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 8.01(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.
        (2) Details (if applicable) of the information set out in rules 17.15 to 17.21 concerning the financial exposure of the issuer to borrowers and other relevant information.
        35. A statement of whether or not the reporting accountants issue a modified report and if so, such modification must be reproduced in full and the reasons for such modification 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: 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 7.
        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. Where a director or proposed director has any former name or alias, such information should also be disclosed. 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. 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 17.50(2). 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 or underlying shares of the issuer which would fall to be disclosed to the issuer under Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, that fact shall be stated. (Notes 9 and 12)

        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.
        (2) Where the issuer is a Mineral Company and wishes to apply for a waiver of the trading record period requirement under rule 18A.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.
        (1) The full names and professional qualifications, if any, of:—
        (a) the secretary of the issuer;
        (b) the compliance officer of the issuer appointed pursuant to rule 5.19.
        (2) The names of the individuals appointed to the issuer's audit committee, their background and directorships (and past directorships), if any, of other companies listed on GEM, the Main Board or other exchanges, and a description of the functions of the audit committee.
        43. The situation of the registered office and, if different, the head office and transfer office.
        44. Details of any share option schemes to which Chapter 23 applies.
        45.
        (1) A statement showing the interests or 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 rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by directors 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 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 paragraph would result in particulars being given which are not material in the context of the group and are excessive in length.
        (2) The information required to be included by virtue of paragraph 45(1) of Appendix 1A must specify the company in which interests or short positions are held, the class to which those securities belong and the number of such securities held, but need not disclose:
        (a) the interests of a director or a chief executive officer 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; or
        (b) the non-beneficial interests of directors or chief executive officers 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.
        (3) 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 or 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 expected, directly or indirectly, to be interested in 10 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)

        (Notes 6 and 9)
        (4) Statements disclosing interests and short positions in shares, underlying shares and debentures have to separately refer to three categories of persons, namely, directors and chief executives, substantial shareholders and other persons who are required to disclose their interests. Such statements should describe the capacity in which such interests and short positions are held and the nature of such interests and short positions as disclosed in the prescribed forms required to be used, when giving notice pursuant to sections 324 and 347 of Part XV of the Securities and Futures Ordinance. Where interests or short positions are attributable on account of holdings through corporations that are not wholly-owned by the person making disclosure, the percentage interests held by such person in such corporations should be disclosed.
        45A. For directors and chief executives, the statements should show details of the following matters as recorded in the register required to be kept under section 352 of the Securities and Futures Ordinance:
        (1) aggregate long position in shares and (in respect of positions held pursuant to equity derivatives) underlying shares and in debentures of the issuer and its associated corporation(s) showing separately for each entity:
        (a) interests in shares (other than pursuant to equity derivatives such as share options, warrants to subscribe or convertible bonds);
        (b) interests in debentures; and
        (c) interests under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives;
        (ii) cash settled equity derivatives;
        (iii) other equity derivatives.
        Notes:
        (1) In the case of issuers and associated corporations, the statements should include the percentage which the aggregate long position in shares represents to the issued voting shares of the issuer or associated corporation.
        (2) A long position arises where a person is a party to an equity derivative, by virtue of which the person:
        (i) has a right to take the underlying shares;
        (ii) is under an obligation to take the underlying shares;
        (iii) has a right to receive money if the price of the underlying shares increases; or
        (iv) has a right to avoid or reduce a loss if the price of the underlying shares increases.
        (3) For (c)(i) above, in respect of options granted to directors or chief executives pursuant to share option schemes under Chapter 23 of the GEM Listing Rules, the statements should show such details as are required to be disclosed under Rule 23.07(1) of the GEM Listing Rules.
        (2) aggregate short position in shares and (in respect of positions held pursuant to equity derivatives) underlying shares and in debentures of the issuer and its associated corporation(s) showing separately for each entity:
        (a) short positions in respect of shares arising under a stock borrowing and lending agreement; and
        (b) short positions under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives;
        (ii) cash settled equity derivatives; and
        (iii) other equity derivatives.
        Notes:
        (1) In the case of issuers or associated corporations, the statements should include the percentage which the aggregate short position in shares represents to the issued voting shares of the issuer or associated corporation.
        (2) A short position arises:
        (i) where the person is the borrower of shares under a securities borrowing and lending agreement, or has an obligation to deliver the underlying shares to another person who has lent shares;
        (ii) where the person is the holder, writer or issuer of any equity derivatives, by virtue of which the person —
        (a) has a right to require another person to take the underlying shares of the equity derivatives;
        (b) is under an obligation to deliver the underlying shares of the equity derivatives to another person;
        (c) has a right to receive from another person money if the price of the underlying shares declines; or
        (d) has a right to avoid a loss if the price of the underlying shares declines.
        (Note 7)
        45B. For substantial shareholders, the statements should show details of the following matters as recorded in the register required to be kept under section 336 of the Securities and Futures Ordinance:
        (1) aggregate long position in the shares and (in respect of positions held pursuant to equity derivatives) underlying shares of the issuer showing separately:
        (a) interests in shares (other than pursuant to equity derivatives such as share options, warrants to subscribe or convertible bonds); and
        (b) interests under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives; and
        (ii) cash settled equity derivatives.
        Notes:
        (1) The statements should include the percentage which the aggregate long position in shares represents to the issued voting shares of the issuer.
        (2) A long position arises where a person is a party to an equity derivative, by virtue of which the person:
        (i) has a right to take the underlying shares;
        (ii) is under an obligation to take the underlying shares;
        (iii) has a right to receive money if the price of the underlying shares increases; or
        (iv) has a right to avoid or reduce a loss if the price of the underlying shares increases.
        (3) For (b)(i) above, in respect of options granted to substantial shareholders pursuant to share option schemes under Chapter 23 of the GEM Listing Rules, the statements should show such details as are required to be disclosed under Rule 23.07(1) of the GEM Listing Rules.
        (2) aggregate short position in shares and (in respect of positions held pursuant to equity derivatives) underlying shares of the issuer showing separately:
        (a) short positions in respect of shares arising under a stock borrowing and lending agreement; and
        (b) short positions under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives; and
        (ii) cash settled equity derivatives.
        Notes:
        (1) The statements should include the percentage which the aggregate short position in shares represents to the issued voting shares of the issuer.
        (2) A short position arises:
        (i) where the person is the borrower of shares under a securities borrowing and lending agreement, or has an obligation to deliver the underlying shares to another person who has lent shares;
        (ii) where the person is the holder, writer or issuer of any equity derivatives, by virtue of which the person—
        (a) has a right to require another person to take the underlying shares of the equity derivatives;
        (b) is under an obligation to deliver the underlying shares of the equity derivatives to another person;
        (c) has a right to receive from another person money if the price of the underlying shares declines; or
        (d) has a right to avoid a loss if the price of the underlying shares declines.
        (Note 7)
        45C. For other persons whose interests are recorded (or, in the case of a new listing, are required to be recorded) in the register required to be kept under section 336 of the Securities and Futures Ordinance, the statements should show details of the same matters as are required to be disclosed in the case of a substantial shareholder pursuant to paragraph 45B, except that note (3) to paragraph 45B(1) does not apply.

        (Note 7)
        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 1 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.
        (Notes 3 and 9)
        (4) A summary of the issuer's policies concerning the remuneration of executive directors.
        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 2 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. (Note 2)
        (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. (Notes 3 and 9)

        Use of Proceeds

        48. Otherwise than on an introduction, a detailed explanation of the intended use of the proceeds of the issue. The explanation must, so far as practicable, be given by reference to the content of the issuer's statement of business objectives contained in the listing document (thereby providing an indication of the timing of the deployment of the proceeds). (Note 8)
        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 1 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 2 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. (Note 9)
        (2) The property to which this paragraph applies is property purchased or acquired by the issuer or proposed 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.

        Information on property interests

        50A. Where required by Chapter 8, information set out in that Chapter.

        Material contracts and documents for inspection

        51. 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 2 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)
        52. 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 51 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 therefor; 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 2 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)

        Miscellaneous

        53. In the exceptional circumstances where the Exchange has waived compliance with the requirement that the business of the issuer must have been under substantially the same management and ownership under rule 11.12A, details of any material change in the management or ownership of the issuer during the track record period of two financial years immediately preceding the issue of the listing document (as referred to in rule 11.12A).
        54. Information:
        (1) as required by rule 6A.10(2) regarding interests of the Sponsor and its directors, employees and close associates; and
        (2) as to the interests of all directors, controlling shareholders and substantial shareholders of the issuer and their respective close associates (as referred to in rule 11.04). (Note 9)
        55. To the extent received or known by the issuer prior to issue of the listing document, details of any undertakings given or to be given by controlling shareholders concerning restrictions on disposal of shares of the issuer (as referred to in rules 13.15 to 13.20).
        56. All information required to be disclosed pursuant to Chapter 20 in relation to any continuing transaction or proposed transaction that would constitute a connected transaction after listing (if any).

        Additional information on PRC issuers

        (Paragraphs 57 to 68 apply to the PRC issuers only)

        57. Where a public or private issue or placing of securities of the PRC issuer other than H shares is being made simultaneously with the issue of H shares in Hong Kong or is proposed to be made as part of such PRC issuer's share issue plan which was approved at the inaugural meeting or any shareholders' meeting of the PRC issuer:—
        (1) information concerning such securities and such issue or placing, including the information described in paragraphs 11, 15, 17, 20, 22, 25, 48, 49 and 50;
        (2) a statement of whether or not such issue plan has been approved by China Securities Regulatory Commission or such other competent state council securities regulatory authority and the timetable for the share issues under such plan, and if such plan has not been approved, when such approval is expected;
        (3) a statement of whether or not the issue in Hong Kong is conditional (in whole or in part) on such issue or placing of securities;
        (4) a description of the effect on the PRC issuer's statement of business objectives and financial condition (including profit forecast, if any) if such issue or placing of securities is not completed in the manner described in the listing document or if the share issue plan referred to in (2) above is not approved by the expected date;
        (5) if such securities are not admitted for listing on any stock exchange, a statement of whether there is (or is proposed to be) trading or dealing in such securities on any other authorised trading facility in the PRC;
        (6) a breakdown of the PRC issuer's shares issued or proposed to be issued; and
        (7) information concerning each legal person or individual expected to hold domestic shares or foreign shares other than H shares constituting 10 per cent or more of the issued share capital of the PRC issuer upon the completion of such issue or placing of domestic shares or foreign shares other than H shares, and the number of domestic shares or foreign shares other than H shares to be held by each such legal person or individual.
        58. Where any securities of the PRC issuer are already issued and outstanding:—
        (1) information concerning such securities, including the information described in paragraphs 11, 23 and 25;
        (2) if such securities are not admitted for listing on any stock exchange, a statement of whether there is trading or dealing in such securities on any other authorised trading facility in the PRC;
        (3) a breakdown of the PRC issuer's shares already issued; and
        (4) information concerning each legal person or individual holding such securities constituting 10 per cent or more of the existing issued share capital of the PRC issuer, and the number of shares held by each such legal person or individual.
        59. Particulars of the quorum and voting requirements for general meetings of shareholders and for separate meetings of holders of domestic shares and foreign shares (and, if applicable, H shares).
        60. Particulars of the legal form(s) and enabling PRC law under which the PRC issuer operated at any time during the period under rule 11.12A and prior to its conversion into a joint stock limited company.
        61. In regard to every company referred to in paragraph 29(1) which is an equity joint venture or which operates as or under a cooperative or contractual joint venture, particulars of the joint venture arrangement including the names of all joint venture partners; their respective capital contributions and percentage interests in the profits, dividends or other distributions of the joint venture; the term of the joint venture; any pre-emptive rights of the joint venture partners and other restrictions on the sale, assignment or transfer of a partner's interest in the joint venture; arrangements concerning the management of the joint venture's business and operations; any special supply, production or licensing arrangements involving any of the joint venture partners; provisions on termination of the joint venture; and any other material terms of the joint venture contract.
        62. A statement of whether or not the PRC issuer has applied or intends to apply for the status of a sino-foreign investment joint stock limited company (中外合資股份有限公司) and whether or not the issuer is or expects to be subject to the PRC Sino-Foreign Joint Venture Law (中外合資經營企業法).
        63. Particulars of the tax rates applicable to the PRC issuer's income or profits during the period under rule 11.12A and in the next 3 years, including any preferential tax rates or exemptions.
        64. A statement of whether or not the PRC issuer will have sufficient foreign exchange to pay forecasted or planned dividends on H shares and to meet its foreign exchange liabilities as they become due, with particulars of the anticipated sources of such foreign exchange.
        65. In an appropriately prominent place and manner in the listing document, the statements by the acquirer of shares required to be in a PRC issuer's listing document pursuant to rule 25.39.
        66. A general statement on the front page of the listing document to the following effect:

        "The Company is incorporated, and its businesses are located, in the mainland of the People's Republic of China ("Mainland"). Potential investors in the Company should be aware of the differences in the legal, economic and financial systems between the Mainland and Hong Kong, the Special Administrative Region of the People's Republic of China ("HKSAR") and that there are different risk factors relating to investment in Mainland-incorporated businesses. Potential investors should also be aware that the regulatory framework in the Mainland is different from the regulatory framework in HKSAR and should take into consideration the different market nature of the shares of the Company. Such differences and risk factors are set out in the sections headed '...........' on pages ............"
        67. The risk factors section shall include, among other things, a brief description of:
        (a) the PRC laws and regulations relevant to the business of the PRC issuer;
        (b) the political structure and economic environment of the PRC;
        (c) foreign exchange controls in the PRC and the exchange rate risk of the Renminbi;
        (d) the different regulatory framework for PRC issuers listing outside the mainland of the PRC;
        (e) specific risk factors related to the business of the PRC issuer and/or its products; and
        (f) the law(s) governing the resolution of disputes arising from the PRC issuer's articles of association and the transfer of the PRC issuer's shares.
        68. A description of applicable company law matters including material differences between the requirements of the PRC and of Hong Kong. Such description should include the following:
        (a) the quorum and voting requirements for general meetings of shareholders and for separate meetings of holders of domestic shares and foreign shares (and, if applicable, H shares);
        (b) the PRC issuer's ability, by way of a special resolution in a general meeting, to issue, allot or grant up to 20 per cent of its existing share capital in domestic shares and/or foreign shares (and, if applicable, H shares) once every 12 months, without a separate vote by holders of foreign shares;
        (c) the PRC issuer's ability to issue domestic shares and foreign shares (and, if applicable, H shares) pursuant to a share issue plan adopted at the inaugural meeting of the PRC issuer without a separate vote by holders of foreign shares;
        (d) any right of action a shareholder may have against directors of the PRC issuer;
        (e) the special features of arbitration; and
        (f) the standard of shareholder protection, which is different from that generally available in Hong Kong.

        NOTES

        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.
        2 In the case of an issuer which has carried on the same business for more than 2 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.
        3 Under paragraphs 13, 26, 27, 28, 29(2), 32, 36, 40, 45(3), 46, 47, 51 and 52, 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.
        4 [Repealed 1 April 2015]
        5 Any right to revise or extend the offer period or period during which the subscription list is open, as stipulated in the listing document must:—
        (a) be limited to possible delays caused by a tropical cyclone warning signal or such similar extraneous factors affecting whether the stated closing date is a banking day or not, as are acceptable to the Exchange; and
        (b) be set out in the details included in the listing document; and
        subject to any such qualifications acceptable to the Exchange, the closing date of the offer period and the period during which the subscription list is open, as stated in the listing document, may not be revised or extended and may not be subject to any unilateral right on the part of the issuer, the underwriter or any other person to revise or extend such date or period.
        6 Particulars should be given of the extent of any duplication which occurs.
        7 Issuers who are in any doubt as to the appropriate category in which an interest or short position should be shown are encouraged to consult the Exchange for further guidance.
        8 Where the listing document refers to an amount proposed to be raised in excess of the minimum amount indicated under paragraph 15(2), the listing document must explain the impact to the issuer and its statement of business objectives of raising such excess amount. In this regard, a statement that the excess will represent working capital shall not be adequate, unless a reasonably detailed explanation is given as to how such working capital is to be applied.
        9 References to directors or proposed directors in paragraphs 13, 28(1), 33(2), 41, 45, 46, 47, 49(1) and 54 shall also mean and include supervisors and proposed supervisors, as appropriate. For purposes of applying paragraph 45 to each supervisor of a PRC issuer, paragraph 45 should be interpreted as if Part XV of the Securities and Futures Ordinance applied to such persons to the same extent as directors.
        10. [Repealed 1 July 2008]
        11. Where an issuer has caused any property interests to be valued (in accordance with Chapter 8) 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.
        12. 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.

      • Equity Securities (of an issuer some part of whose share capital is already listed)

        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 GEM of 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 an issuer that is required to have, or otherwise retains, a Sponsor), financial adviser, 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. 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 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. (Notes 2 and 8)
        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.
        (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.
        (3) A statement to the effect that dealings in securities of the issuer may be settled through CCASS and that investors should seek the advice of their stockbroker or other professional adviser for details of those settlement arrangement and how such arrangements will affect their rights and interests.
        (4) In case of a new class of securities to be listed, a statement of the minimum prescribed percentage applicable to that class of securities pursuant to rule 11.23. If the minimum prescribed percentage cannot be determined as at the date of the document, an indicative range should be provided.
        10.
        (1) The nature and amount of the issue including the number (or, if not yet determinable, the minimum and maximum number) of securities which have been or will be created and/or issued, if predetermined.
        (2) Whether or not, and if so to what extent, the issue has been underwritten and, if not fully underwritten, the minimum amount of capital, if any, which the issuer must raise for the issue to proceed.
        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 detailed explanation as to how such proceeds were or are intended to be applied. (Note 3)
        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; (Note 4)
        (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 10.25, 10.27, 10.28, 10.29, 10.29A and 10.31 (in the case of a rights issue) and 10.36, 10.38, 10.39, 10.39A and 10.42 (in the case of an open offer) and/or 20.90(2)(b), as 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 participants under a share option 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 2 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 5)
        (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 per cent 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) (Note 8).
        (2) 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 1 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.
        (1) Particulars of any restriction affecting the remittance of profits or repatriation of capital into Hong Kong from outside Hong Kong.
        (2) A statement of whether or not any issuer that is an overseas issuer will have sufficient foreign exchange to pay forecasted or planned dividends and to meet its foreign exchange liabilities as they become due, with particulars of the anticipated sources of foreign exchange. If an overseas issuer has no exposure to foreign exchange liabilities, a negative statement to that effect.

        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 5)
        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 it has satisfied itself 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 8.01(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.
        (3) Details (if applicable) of the information set out in rules 17.15 to 17.21 concerning the financial exposure of the issuer to borrowers and other relevant information.
        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 7, a report by the reporting accountants in accordance with that Chapter.
        (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. (Note 8)
        (3) Information for the last 3 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 10)
        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. Where a director or proposed director has any former name or alias, such information should also be disclosed. 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 or 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. (Notes 8 and 9)
        35.
        (1) The full names and professional qualifications, if any, of:—
        (a) the secretary of the issuer; and
        (b) the compliance officer to the issuer appointed pursuant to rule 5.19.
        (2) The names of the individuals appointed to the issuer's audit committee, their background and directorships (and past directorships), if any, of other companies listed on GEM, the Main Board or other exchanges, and a description of the functions of the audit committee.
        36. The situation of the registered office and, if different, the head office and transfer office.
        37. Details of any share option schemes to which Chapter 23 applies.
        38.
        (1) A statement showing the interests or 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 or short positions which he is taken or deemed to have under such provisions of the 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 rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by directors 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 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 paragraph would result in particulars being given which are not material in the context of the group and are excessive in length.
        (2) The information required to be included by virtue of paragraph 38(1) of Appendix 1B must specify the company in which interests or short positions are held, the class to which those securities belong and the number of such securities held, but need not disclose:
        (a) the interests of a director or a chief executive officer 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; or
        (b) the non-beneficial interests of directors or chief executive officers 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.
        (3) 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 or 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 expected, directly or indirectly, to be interested in 10 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)

        (Notes 6 and 8)
        (4) Statements disclosing interests and short positions in shares, underlying shares and debentures have to separately refer to three categories of persons, namely, directors and chief executives, substantial shareholders and other persons who are required to disclose their interests. Such statements should describe the capacity in which such interests and short positions are held and the nature of such interests and short positions as disclosed in the prescribed forms required to be used, when giving notice pursuant to sections 324 and 347 of Part XV of the Securities and Futures Ordinance. Where interests or short positions are attributable on account of holdings through corporations that are not wholly-owned by the person making disclosure, the percentage interests held by such person in such corporations should be disclosed.
        38A. For directors and chief executives, the statements should show details of the following matters as recorded in the register required to be kept under section 352 of the Securities and Futures Ordinance:
        (1) aggregate long position in shares and (in respect of positions held pursuant to equity derivatives) underlying shares and in debentures of the issuer and its associated corporation(s) showing separately for each entity:
        (a) interests in shares (other than pursuant to equity derivatives such as share options, warrants to subscribe or convertible bonds);
        (b) interests in debentures; and
        (c) interests under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives;
        (ii) cash settled equity derivatives;
        (iii) other equity derivatives.
        Notes:
        (1) In the case of issuers and associated corporations, the statements should include the percentage which the aggregate long position in shares represents to the issued voting shares of the issuer or associated corporation.
        (2) A long position arises where a person is a party to an equity derivative, by virtue of which the person:
        (i) has a right to take the underlying shares;
        (ii) is under an obligation to take the underlying shares;
        (iii) has a right to receive money if the price of the underlying shares increases; or
        (iv) has a right to avoid or reduce a loss if the price of the underlying shares increases.
        (3) For (c)(i) above, in respect of options granted to directors or chief executives pursuant to share option schemes under Chapter 23 of the GEM Listing Rules, the statements should show such details as are required to be disclosed under Rule 23.07(1) of the GEM Listing Rules.
        (2) aggregate short position in shares and (in respect of positions held pursuant to equity derivatives) underlying shares and in debentures of the issuer and its associated corporation(s) showing separately for each entity:
        (a) short positions in respect of shares arising under a stock borrowing and lending agreement; and
        (b) short positions under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives;
        (ii) cash settled equity derivatives; and
        (iii) other equity derivatives.
        Notes:
        (1) In the case of issuers or associated corporations, the statements should include the percentage which the aggregate short position in shares represents to the issued voting shares of the issuer or associated corporation.
        (2) A short position arises:
        (i) where the person is the borrower of shares under a securities borrowing and lending agreement, or has an obligation to deliver the underlying shares to another person who has lent shares;
        (ii) where the person is the holder, writer or issuer of any equity derivatives, by virtue of which the person —
        (a) has a right to require another person to take the underlying shares of the equity derivatives;
        (b) is under an obligation to deliver the underlying shares of the equity derivatives to another person;
        (c) has a right to receive from another person money if the price of the underlying shares declines; or
        (d) has a right to avoid a loss if the price of the underlying shares declines.
        (Note 7)
        38B. For substantial shareholders, the statements should show details of the following matters as recorded in the register required to be kept under section 336 of the Securities and Futures Ordinance:
        (1) aggregate long position in the shares and (in respect of positions held pursuant to equity derivatives) underlying shares of the issuer showing separately:
        (a) interests in shares (other than pursuant to equity derivatives such as share options, warrants to subscribe or convertible bonds); and
        (b) interests under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives; and
        (ii) cash settled equity derivatives.
        Notes:
        (1) The statements should include the percentage which the aggregate long position in shares represents to the issued voting shares of the issuer.
        (2) A long position arises where a person is a party to an equity derivative, by virtue of which the person:
        (i) has a right to take the underlying shares;
        (ii) is under an obligation to take the underlying shares;
        (iii) has a right to receive money if the price of the underlying shares increases; or
        (iv) has a right to avoid or reduce a loss if the price of the underlying shares increases.
        (3) For (b)(i) above, in respect of options granted to substantial shareholders pursuant to share option schemes under Chapter 23 of the GEM Listing Rules, the statements should show such details as are required to be disclosed under Rule 23.07(1) of the GEM Listing Rules.
        (2) aggregate short position in shares and (in respect of positions held pursuant to equity derivatives) underlying shares of the issuer showing separately:
        (a) short positions in respect of shares arising under a stock borrowing and lending agreement; and
        (b) short positions under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives; and
        (ii) cash settled equity derivatives.
        Notes:
        (1) The statements should include the percentage which the aggregate short position in shares represents to the issued voting shares of the issuer.
        (2) A short position arises:
        (i) where the person is the borrower of shares under a securities borrowing and lending agreement, or has an obligation to deliver the underlying shares to another person who has lent shares;
        (ii) where the person is the holder, writer or issuer of any equity derivatives, by virtue of which the person —
        (a) has a right to require another person to take the underlying shares of the equity derivatives;
        (b) is under an obligation to deliver the underlying shares of the equity derivatives to another person;
        (c) has a right to receive from another person money if the price of the underlying shares declines; or
        (d) has a right to avoid a loss if the price of the underlying shares declines.
        (Note 7)
        38C. For other persons whose interests are recorded (or, in the case of a new listing, are required to be recorded) in the register required to be kept under section 336 of the Securities and Futures Ordinance, the statements should show details of the same matters as are required to be disclosed in the case of a substantial shareholder pursuant to paragraph 38B, except that note (3) to paragraph 38B(1) does not apply.

        (Note 7)
        39. Particulars of directors' existing or proposed service contracts with any member of the group (excluding contracts expiring or determinable by the employer within 1 year without payment of compensation (other than statutory compensation)), or an appropriate negative statement. (Notes 2 and 8)
        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.

        (Notes 2 and 8)

        Material contracts and documents for inspection

        41. 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 2 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)
        42. 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 41; 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 2 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 19 and/or 20 which has been issued since the date of the latest published audited accounts.
        (Note 2)

        Miscellaneous

        43. Information as to the interests (if any) of the Sponsor or Compliance Adviser, as applicable, and its directors, employees and close associates (as referred to in rule 6A.32) and of all directors, and controlling shareholders of the issuer and their respective close associates (as referred to in rule 11.04). (Note 8)

        Additional information on PRC issuers

        (Paragraphs 44 and 47 apply to PRC issuers only)

        44. Where a public or private issue or placing of securities of the PRC issuer other than H shares is being made simultaneously with the issue of H shares in Hong Kong or is proposed to be made prior to the end of 3 months after the issue of the listing document in Hong Kong:—
        (1) information concerning such securities and such issue or placing, including the information described in paragraphs 6, 10, 11, 12, 14 and 17;
        (2) a statement of whether or not the issue in Hong Kong is conditional (in whole or in part) on such issue or placing of securities, and if not conditional, a description of the effect on the PRC issuer's future plans, prospects and financial condition (including profit forecast, if any) as a result of such issue or placing of securities not being completed in the manner described in the listing document;
        (3) if such securities are not admitted for listing on any stock exchange, a statement of whether there is (or is proposed to be) trading or dealing in such securities on any other authorised trading facility) in the PRC;
        (4) a breakdown of the PRC issuer's shares issued or proposed to be issued; and
        (5) information concerning each legal person or individual expected to hold domestic shares or foreign shares other than H shares constituting 10 per cent or more of the issued share capital of the PRC issuer upon the completion of such issue or placing of domestic shares or foreign shares other than H shares, and the number of domestic shares or foreign shares other than H shares to be held by each such legal person or individual.
        45. [Repealed 3 June 2010]
        46. [Repealed 3 June 2010]
        47. In an appropriately prominent place and manner in the listing document, the statements by the acquirer of shares required to be in a PRC issuer's listing document pursuant to rule 25.39.
        48. [Repealed 3 June 2010]
        49. [Repealed 3 June 2010]
        50. [Repealed 3 June 2010]

        NOTES

        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.
        2 Under paragraphs 8, 24, 25, 26, 28, 29(1)(b), 30, 33, 38(3), 39, 40, 41, and 42, 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.
        3 Where the listing document refers to an amount proposed to be raised in excess of the minimum amount indicated under paragraph 10(2), the listing document must explain the impact of the issuer and its business of raising such excess amount. In this regard, a statement that the excess will represent working capital should not be adequate unless a reasonably detailed explanation is given as to how such working capital is to be applied.
        4 Any right to revise or extend the offer period or period during which the subscription list is open, as stipulated in the listing document must:—
        (a) be limited to possible delays caused by a tropical cyclone warning signal or such similar extraneous factors affecting whether the stated closing date is a banking day or not, as are acceptable to the Exchange; and
        (b) be set out in the details included in the listing document; and

        subject to any such qualifications acceptable to the Exchange, the closing date of the offer period and the period during which the subscription list is open, as stated in the listing document, may not be revised or extended and may not be subject to any unilateral right on the part of the issuer, the underwriter or any other person to revise or extend such date or period.
        5 [Repealed 1 April 2015]
        6 Particulars should be given of the extent of any duplication which occurs.
        7 Issuers who are in any doubt as to the appropriate category in which an interest or short position should be shown are encouraged to consult the Exchange for further guidance.
        8 References to directors or proposed directors in paragraphs 8, 26(1), 31(2), 34, 38, 39, 40 and 43 shall also mean and include supervisors and proposed supervisors, as appropriate. For purposes of applying paragraph 38 to each supervisor of a PRC issuer, paragraph 38 should be interpreted as if Part XV of the Securities and Futures Ordinance applied to such persons to the same extent as directors.
        9 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.
        10 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 Chapter 16.

      • 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 GEM of 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 Sponsor (in the case of an issuer that is required to have, or otherwise retains a Sponsor), financial adviser, 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.
        (1) A statement that application has been or will be made to the Exchange for listing of and permission to deal in the securities.
        (2) If the securities are or will be admitted to CCASS, a statement to the effect that dealings in securities of the issuer may be settled through CCASS and that investors should seek the advice of their stockbroker or other professional adviser for details of those settlement arrangements and how such arrangements will affect their rights and interests.
        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 detailed explanation as to how such proceeds are intended to be applied. (Note 2)
        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; (Note 3)
        (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. 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 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 2 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 2 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 2 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 2 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 2 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 10 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 2 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 4 and 5)
        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 4 and 5)

        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 participants under a share option 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 5)

        General information about the group's activities

        37.
        (1) The general nature of the business of the group and, in cases where 2 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) 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 1 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 5 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 5)
        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 4 and 5)

        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 3 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 2 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 5)
        (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 5)
        (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 8.01(3)) or businesses acquired by an issuer based on discounted cash flows or projections of profits, earnings or cash flows will also be regarded as a profit forecast.
        (4) Particulars of the profits cover for interest payments and of the net tangible assets.
        (5) Details (if applicable) of the information set out in rules 17.15 to 17.21 concerning the financial exposure of the issuer to borrowers and other relevant information.
        42.
        (1) Where required by Chapter 7, a report by the reporting accountants in accordance with that Chapter. In the case of an issuer the equity securities of which are listed on GEM (or the holding company of which has its equity securities listed on GEM), if more than 45 days have elapsed since the last half-year or quarterly interim reporting date, a relevant interim financial statement covering the period up to such date 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 contains a modified opinion by the reporting accountants and if so, such modification must be reproduced in full and the reasons for such modification 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 5)
        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 5)

        Information about the issuer's management

        46. The full name (including any former name(s) and alias(es)), 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 17.50(2).
        47.
        (1) The full name and professional qualifications, if any of:—
        (a) the secretary of the issuer; and
        (b) the compliance officer of the issuer (if any).
        (2) The names of the individuals appointed to the issuer's audit committee, their background and directorships (and past directorships), if any, of other companies listed on GEM, the Main Board or other exchanges, and a description of the functions of the audit committee.
        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 or short positions which he is taken or deemed to have under such provisions of the 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; and
        (2) The information required to be included by virtue of paragraph 49(1) of Appendix 1C must specify the company in which interests or short positions are held, the class to which those securities belong and the number of such securities held, but need not disclose:
        (a) the interests of a director or a chief executive officer 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; or
        (b) the non-beneficial interests of directors or chief executive officers 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.
        (3) 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 or 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 expected, directly or indirectly, to be interested in 10 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 5)

        (Note 6)
        (4) Statements disclosing interests and short positions in shares, underlying shares and debentures have to separately refer to three categories of persons, namely, directors and chief executives, substantial shareholders and other persons who are required to disclose their interests. Such statements should describe the capacity in which such interests and short positions are held and the nature of such interests and short positions as disclosed in the prescribed forms required to be used, when giving notice pursuant to sections 324 and 347 of Part XV of the Securities and Futures Ordinance. Where interests or short positions are attributable on account of holdings through corporations that are not wholly-owned by the person making disclosure, the percentage interests held by such person in such corporations should be disclosed.
        49A. For directors and chief executives, the statements should show details of the following matters as recorded in the register required to be kept under section 352 of the Securities and Futures Ordinance:
        (1) aggregate long position in shares and (in respect of positions held pursuant to equity derivatives) underlying shares and in debentures of the issuer and its associated corporation(s) showing separately for each entity:
        (a) interests in shares (other than pursuant to equity derivatives such as share options, warrants to subscribe or convertible bonds);
        (b) interests in debentures; and
        (c) interests under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives;
        (ii) cash settled equity derivatives;
        (iii) other equity derivatives.
        Notes:
        (1) In the case of issuers and associated corporations, the statements should include the percentage which the aggregate long position in shares represents to the issued voting shares of the issuer or associated corporation.
        (2) A long position arises where a person is a party to an equity derivative, by virtue of which the person:
        (i) has a right to take the underlying shares;
        (ii) is under an obligation to take the underlying shares;
        (iii) has a right to receive money if the price of the underlying shares increases; or
        (iv) has a right to avoid or reduce a loss if the price of the underlying shares increases.
        (3) For (c)(i) above, in respect of options granted to directors or chief executives pursuant to share option schemes under Chapter 23 of the GEM Listing Rules, the statements should show such details as are required to be disclosed under Rule 23.07(1) of the GEM Listing Rules.
        (2) aggregate short position in shares and (in respect of positions held pursuant to equity derivatives) underlying shares and in debentures of the issuer and its associated corporation(s) showing separately for each entity:
        (a) short positions in respect of shares arising under a stock borrowing and lending agreement; and
        (b) short positions under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives;
        (ii) cash settled equity derivatives; and
        (iii) other equity derivatives.
        Notes:
        (1) In the case of issuers or associated corporations, the statements should include the percentage which the aggregate short position in shares represents to the issued voting shares of the issuer or associated corporation.
        (2) A short position arises:
        (i) where the person is the borrower of shares under a securities borrowing and lending agreement, or has an obligation to deliver the underlying shares to another person who has lent shares;
        (ii) where the person is the holder, writer or issuer of any equity derivatives, by virtue of which the person—
        (a) has a right to require another person to take the underlying shares of the equity derivatives;
        (b) is under an obligation to deliver the underlying shares of the equity derivatives to another person;
        (c) has a right to receive from another person money if the price of the underlying shares declines; or
        (d) has a right to avoid a loss if the price of the underlying shares declines.

        (Note 7)
        49B. For substantial shareholders, the statements should show details of the following matters as recorded in the register required to be kept under section 336 of the Securities and Futures Ordinance:
        (1) aggregate long position in the shares and (in respect of positions held pursuant to equity derivatives) underlying shares of the issuer showing separately:
        (a) interests in shares (other than pursuant to equity derivatives such as share options, warrants to subscribe or convertible bonds); and
        (b) interests under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives; and
        (ii) cash settled equity derivatives.
        Notes:
        (1) The statements should include the percentage which the aggregate long position in shares represents to the issued voting shares of the issuer.
        (2) A long position arises where a person is a party to an equity derivative, by virtue of which the person:
        (i) has a right to take the underlying shares;
        (ii) is under an obligation to take the underlying shares;
        (iii) has a right to receive money if the price of the underlying shares increases; or
        (iv) has a right to avoid or reduce a loss if the price of the underlying shares increases.
        (3) For (b)(i) above, in respect of options granted to substantial shareholders pursuant to share option schemes under Chapter 23 of the GEM Listing Rules, the statements should show such details as are required to be disclosed under Rule 23.07(1) of the GEM Listing Rules.
        (2) aggregate short position in shares and (in respect of positions held pursuant to equity derivatives) underlying shares of the issuer showing separately:
        (a) short positions in respect of shares arising under a stock borrowing and lending agreement; and
        (b) short positions under equity derivatives showing separately for listed and unlisted equity derivatives, interests in underlying shares of the entity pursuant to:
        (i) physically settled equity derivatives; and
        (ii) cash settled equity derivatives.
        Notes:
        (1) The statements should include the percentage which the aggregate short position in shares represents to the issued voting shares of the issuer.
        (2) A short position arises:
        (i) where the person is the borrower of shares under a securities borrowing and lending agreement, or has an obligation to deliver the underlying shares to another person who has lent shares;
        (ii) where the person is the holder, writer or issuer of any equity derivatives, by virtue of which the person—
        (a) has a right to require another person to take the underlying shares of the equity derivatives;
        (b) is under an obligation to deliver the underlying shares of the equity derivatives to another person;
        (c) has a right to receive from another person money if the price of the underlying shares declines; or
        (d) has a right to avoid a loss if the price of the underlying shares declines.

        (Note 7)
        49C. For other persons whose interests are recorded (or, in the case of a new listing, are required to be recorded) in the register required to be kept under section 336 of the Securities and Futures Ordinance, the statements should show details of the same matters as are required to be disclosed in the case of a substantial shareholder pursuant to paragraph 49B, except that note (3) to paragraph 49B(1) does not apply.

        (Note 7)
        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 5)

        Contracts pertaining to the issue and documents for inspection

        51. The dates of and parties to all documents pertaining to the issue entered into by any member of the group within the 2 years immediately preceding the issue of the listing document, together with a summary of the principal contents of such contracts. (Note 5)
        52. Details of where annual and any interim reports are available and how often interim reports are published.
        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) 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 2 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.

        (Notes 5 and 8)

        Miscellaneous

        54. Information as to the interests (if any) of the Sponsor (if required) and its directors, employees and close associates (as referred to in rule 6A.32) and of all directors and controlling shareholders and, in relation only to the initial listing document, substantial shareholders of the issuer and their respective close associates (as referred to in 11.04).

        Information on property interests

        55. Where required by Chapter 8, information set out in that Chapter.

        NOTES

        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.
        2 Where the listing document refers to an amount proposed to be raised in excess of the minimum amount estimated pursuant to paragraph 13, the listing document must explain the impact to the issuer and its business of raising such excess amount.
        3 Any right to revise or extend the offer period or period during which the subscription list is open, as stipulated in the listing document must:—
        (a) be limited to possible delays caused by a tropical cyclone warning signal or such similar extraneous factors affecting whether the stated closing date is a banking day or not, as are acceptable to the Exchange; and
        (b) be set out in the details included in the listing document; and
        subject to any such qualifications acceptable to the Exchange, the closing date of the offer period and the period during which the subscription list is open, as stated in the listing document, may not be revised or extended and may not be subject to any unilateral right on the part of the issuer, the underwriter or any other person to revise or extend such date or period.
        4 "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.
        5 Under paragraphs 34, 35, 36, 3 7, 38, 41(1) and (2), 43, 45, 49(3), 50, 51 and 53 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.
        6 Particulars should be given of the extent of any duplication which occurs.
        7 Issuers who are in any doubt as to the appropriate category in which an interest or short position should be shown are encouraged to consult the Exchange for further guidance.
        8 For the purpose of paragraph 53(5) the interim statements need not be consolidated if the issuer has in the past always presented accounts on another basis.

    • Appendix 2 Documents of Title

      • 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 event 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 termination provisions and explain when they will cease to be exerciseable;
        (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 5 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, a notice to that effect must be published in accordance with Chapter 16 as soon as possible, but in any event 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 following the date on which the allotment letters or letters of rights are posted.
        6. In the absence of contrary instructions from the holders 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.

      • Definitive Documents of Title

        Equity securities (must be in registered form)

        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.

        Debt securities in registered form

        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 as early as possible, preferably in "sketch" form. Proofs must be submitted to the Exchange at least 10 business 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 per cent 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 other payment 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. 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.
        24. The high security printer must, if requested by the Exchange, 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.
        25. 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.

    • 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.

      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 GEM Listing Rules.
      (Note 1)
      (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.
      (Note 1)
      (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 4 persons.
      (4) That the standard form of transfer as prescribed by the Exchange is appropriate and not inconsistent with the articles of association.

      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 6 years or more after the date of declaration of the dividend.

      (Note 2)

      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 5)
      (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 term 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. (Note 3)

      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.
      (Note 4)

      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 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.
      (Note 4)
      (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.

      (Note 4)

      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 2 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 GEM 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

      1. In the case of an issuer incorporated in the PRC, references to "shares" in paragraphs 1(1) and 1(2) shall mean and refer to H shares only, and shall not include the domestic shares of a PRC issuer.
      2. In the case of an issuer incorporated in the PRC, paragraph 3(2) shall be amended and restated to read as follows:

      "Where power is taken to forfeit unclaimed dividends, that power shall not be exercised until after the expiration of the applicable limitations period."
      3. In the case of an issuer incorporated in the PRC, the reference to "every member" in paragraph 5 shall mean and refer to only registered holders of the PRC issuer's H shares.
      4. Paragraphs 6(2), 7(2), 11(1) and 11(2), which are covered by the additional required provisions set out in Section 1 of Part C of Appendix 11, shall not apply to an issuer incorporated in the PRC.
      5. 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 any 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.

    • Trust Deeds or Other Documents Securing or Constituting Debt Securities

      Trust Deeds or Other Documents Securing or Constituting Debt Securities

      The provisions of this appendix do 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 issuer 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 1 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 4 nor more than 6 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 21 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 GEM 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 GEM 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 6 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 Listing

      • Application Form — Equity securities (of an issuer no part of whose share capital is already listed)

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

        ...../...../.....

        Dear Sirs,

        1. We, . . . . . . . . . [Limited] (in English). . . . . . . . . . . . . . . (in Chinese) (the "Issuer"), and . . . . . . . . [Limited] (in English). . . . . . . . . . . . (in Chinese) (the "Sponsor") hereby apply for the listing of and for the permission to deal in the securities referred to in paragraph 6(b) below, subject to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules").
        2. Please indicate the person or persons to whom the Exchange should respond in relation to this application (Note 1):

        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        3. Proposed timetable for the listing (please specify dates) (Note 2):
        (a) Exchange hearing: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        (b) bulk print date: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        (c) listing document date: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        (d) application lists close: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        (e) announcement of results, if applicable: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        (f) refund cheques despatched if applicable: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        (g) documents of title despatched: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        (h) dealings commence: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        4. Issuer's place and date of incorporation or other establishment (Note 3):

        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        5. A brief summary of the history and nature of business of the Issuer and/or its subsidiaries:
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        6. 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        
        •   maximum
        (if applicable)
               
        •   minimum
        (if applicable)
               


        Total . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . .
        7. Estimated market capitalisation of the maximum and minimum number of securities for which listing is sought (Note 4):

        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        8.
        (a) Estimated size of offer:

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

        [currency]
        (E) = (C) x (D)

        [currency]


        Total . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . .
        (b) Particulars of proposed listing method of the securities referred to in paragraph 6(b) above:

        Number of securities
        Class of securities Proposed listing method Sale share (if applicable) New issue (if applicable) Total Proposed offer price Estimated market value
            (A) (B) (C) = (A) + (B) (D)

        [currency]
        (E) = (C) x (D)

        [currency]

        Total . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . .
        9. Minimum amount of capital to be raised by the Issuer (if applicable) (Note 5):

        . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        10. Estimated percentage of securities in the hands of the public (immediately following listing of the securities):

        Class of securities Estimated percentage in the hands of the public








        11. Whether or not it is proposed that the issue be underwritten, and if so, by whom and the amount of securities to be underwritten:
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        12. The securities for which application is now made
        (a) are/are not* identical in all respects
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        (Note 6)
        (b) are/are not* identical in all respects with an existing class of security
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        (Note 6)
        (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 6 months, are or will be the subject of an application for listing on the following stock exchange(s). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

        *Delete as appropriate
        13. [Repealed 1 January 2007]
        14. Particulars of the authorised representatives of the issuer (see rule 5.19 of the GEM Listing Rules):

        (a) Name: . . . . . . . . . . . . . . . . . .(English) . . . . . . . . . . . . . . . . . .(Chinese)
          Telephone Number: . . . . . . . . . . . . . . . . . .(Office)
        . . . . . . . . . . . . . . . . . .(Mobile)
        . . . . . . . . . . . . . . . . . .(Home)
         
          Fax Number: . . . . . . . . . . . . . . . . . .  
          E-mail: . . . . . . . . . . . . . . . . . .  
        (b) Name: . . . . . . . . . . . . . . . . . .(English) . . . . . . . . . . . . . . . . . .(Chinese)
          Telephone Number: . . . . . . . . . . . . . . . . . .(Office)
        . . . . . . . . . . . . . . . . . .(Mobile)
        . . . . . . . . . . . . . . . . . .(Home)
         
          Fax Number: . . . . . . . . . . . . . . . . . .    
          E-mail: . . . . . . . . . . . . . . . . . .    
        15. Details of any additional information considered necessary/appropriate for the Exchange's consideration (complete on a separate sheet if necessary):

        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        16. Brief summary of any applications for waiver from compliance with any of the GEM Listing Rules
        (please attach a detailed waiver application).

        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        17. 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
             
        18. Definitive certificates (in respect of the class of security/securities for which listing is sought) have already been issued for. . . . . . . . . . . . . . . . . . . . . . . . . . . . shares and will be ready on. . . . . . . . . . . . . . . . . . . . . . for. . . . . . . . . . . . . . . . . . . . . . shares.
        19. A cheque numbered. . . . . . . . . . . . . . . . . . . . . . (cheque number) drawn on. . . . . . . . . . . . . . . . . . . (bank) for $[ ], the amount specified in Appendix 9, has been enclosed for payment of the non-refundable initial listing fee. 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. The Issuer also acknowledges the Exchange's rights under Notes 2(e) and (f) below.
        20. Issuer's Undertaking:

        We, . . . . . . . . . . . . . . . . . . . . .[Limited], the Issuer hereby undertake:—

        (a) for so long as any of our securities are listed on GEM, to comply at all times with all of the requirements of the GEM Listing Rules from time to time in force (save for any that are stated not to apply);
        (b) to advise the Exchange if any change of circumstance arises prior to the hearing date of the application by the Listing Division 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 (Appendix 5E) required by rule 12.26(7) of the GEM Listing Rules; and
        (d) 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, declaration and acknowledgements set out herein.
        21. [Repealed 1 October 2013]
        22. [Repealed 1 October 2013]
        22A. 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 ("relevant corporate materials") 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.

        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. 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. In addition, we undertake to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.
        23. Issuer's Acknowledgements:

        We,. . . . . . . . . . . . . . . . . . . [Limited], the Issuer, authorise the Exchange to publish, release or present on the GEM website or in any other form or context and to whomsoever the Exchange deems necessary or appropriate for the purposes specified below, any information provided by us or on our behalf, to the Exchange pursuant to any obligation under the GEM Listing Rules to publish the same and without liability on the part of the Exchange. In addition, we acknowledge that the Exchange may impose a fee for access to or use of such public information so published, released or presented, and we waive any right to receive any fee or other remuneration from the Exchange in respect thereof. The purposes for which the Exchange may so publish, release or present such information are as follows:—
        (a) for the promotion of GEM; or
        (b) in connection with the compilation of statistical and other information on companies listed on GEM; or
        (c) investor awareness and education; or
        (d) to preserve the general integrity and reputation of the market.

        Yours faithfully,

        Signed:

        . . . . . . . . . . . . . . . . .
        Name:

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

        . . . . . . . . . . . . .
        *Delete as appropriate

        Yours faithfully,

        Signed:

        . . . . . . . . . . . . . . . .
        Name:

        . . . . . . . . . . . . . . .
        Director
        For and on behalf of
        Name of Sponsor:

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

        NOTES

        (1) Where more than one Sponsor has been appointed, please refer to rule 6A.10 of the GEM Listing Rules for guidance. The Exchange must be advised as to which of the Sponsors is, in the first instance, principally responsible for communicating on the Issuer's behalf with the Exchange.
        (2) All applicants should note that:—
        (a) pursuant to rule 12.12, the Sponsor should contact the Listing Division to ascertain a date on which the Listing Division may consider the applicant's application for listing. The Exchange reserves the right to change the provisional hearing date;
        (b) the applicant is not guaranteed an exclusive timetable. In other words the applicant's timetable may coincide with or overlap the timetable of other applicants;
        (c) if requested, the Exchange will inform the applicant of the estimated size of issue and the date on which it is proposed that the application lists will close in respect of every other applicant whose timetable will coincide with or overlap with the applicant's proposed timetable;
        (d) other applicants the proposed timetables of which coincide with or overlap with the applicant's timetable will be informed upon their request to the Exchange of the estimated size of issue and current date on which it is proposed that the application lists will close in respect of the applicant as disclosed in this form (all other details will be retained in strict confidence);
        (e) in the event that the listing remains outstanding for more than 6 months after the date of the application form, any initial listing fee paid will be forfeited and a new application form together with a further non-refundable initial listing fee in the amount specified in Appendix 9 must be submitted to the Exchange unless the Exchange agrees otherwise;
        (f) where there is a termination or addition of a Sponsor during the vetting process of the listing application, the Exchange will normally require the applicant to submit a new listing application form detailing a revised timetable and a further non-refundable initial listing fee in the amount specified in Appendix 9. Any initial listing fee paid will, in such circumstances, be forfeited; and
        (g) the submission of an application form shall be deemed to confer authority upon the Exchange to notify to:—
        (i) any other applicants the proposed timetables of which coincide or overlap with the applicant's timetable, the estimated size of the applicant's issue and the current date on which it is proposed that the application lists will close; and
        (ii) the Securities and Future Commission and the Hong Kong Monetary Authority, the details of the application.
        (3) If it is an overseas issuer, the applicable law under which it is incorporated or otherwise established must be stated.
        (4) In the case of an introduction, this application must state the names and holdings (if known) of the 10 largest beneficial holders of the securities, the total number of holders and particulars of the holdings of the directors and their family interests.
        (5) Please refer to rule 11.24 of the GEM Listing Rules for guidance.
        (6) "Identical" means in this context:—
        (a) the securities are of the same nominal value with the same amount called up or paid up;
        (b) 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
        (c) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
        (7) 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.
        (8) To the extent that this form is required to be signed on the behalf of the Sponsor, the Exchange expects that it would be signed by 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.

      • Application Form — Equity Securities (of an issuer part of whose share capital is already listed)

        In circumstances where the application is required to be supported by a listing document this form must be lodged, duly completed, at least 10 clear business days prior to the date on which the issuer proposes to bulk print the listing document and, in circumstances where the application is not required to be supported by a listing document, this form must be submitted at least 4 clear business days prior to the proposed date for issuing the securities.

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

        . . . ./. . . ./. . . .

        Dear Sirs,

        1. We, . . . . . [Limited] (in English) . . . . . (in Chinese) (the "Issuer") hereby apply for the listing of and for the permission to deal in the securities referred to in paragraph 4(b) below subject to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules").
        2. Please indicate the person or the persons at the relevant Sponsor to whom the Exchange should respond in relation to this application, if applicable, (Note 1):

        . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        3. Proposed timetable for the listing (please specify dates):
        (a) bulk print date, if applicable: . . . . . . .
        (b) listing document date, if applicable: . . . . . . .
        (c) application lists close, if applicable: . . . . . . .
        (d) announcement of results, if applicable: . . . . . . .
        (e) refund cheques despatched, if applicable: . . . . . . .
        (f) documents of title despatched: . . . . . . .
        (g) dealings commence: . . . . . . .
        4. 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) Issued (and paid up) share capital, inclusive of proposed issue (for which application is now made), 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        
        •   maximum (if applicable)
               
        •   minimum (if applicable)
               


        Total . . . . . .

        . . . . . . . . . . .
        5. The securities for which application is now made are proposed to be listed by way of. . . . . .
        . . . . . . . . . . . . . . . . . .
        (Note 2)
        6. Minimum amount of capital to be raised by the Issuer (if applicable) (Note 3): . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        7. Estimated percentage of the securities in the hands of the public (immediately following listing of the securities):

        Class of securities Estimated percentage in the hands of the public








        8. Whether or not it is proposed that the issue be underwritten (if applicable), and if so, by whom and the amount of securities to be underwritten:
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . .
        9. The securities for which application is now made
        (a) are/are not* identical in all respects
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        (Note 4)
        (b) 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.)
        (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 6 months, are or will be the subject of an application for listing on the following stock exchange(s) . . . . . . . . .

        *Delete as appropriate
        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 Issuer or of its holding company (Note 5):—

        Name Address Extent of holding and in which company














        * This paragraph is not applicable in the case of capitalisation issues.
        11. Brief summary of any applications for waiver from compliance with any of the GEM Listing Rules (please attach a detailed waiver application)
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        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. Details of renounceable document (where applicable):
        (a) type of document . . . . . . (which must comply with Part A of Appendix 2 to the GEM Listing Rules).
        (b) proposed date of issue . . . . . . . .
        (c) last day for splitting:
        (i) nil paid . . . . . . . . . . . .
        (ii) partly paid . . . . . . . . . . .
        (iii) fully paid . . . . . . . . . .
        (d) last day for renunciation . . . . . . . . . . .
        (e) last day of dealing:
        (i) nil paid . . . . . . .
        (ii) partly paid . . . . . . .
        14. Definitive certificates (in respect of the class of security/securities for which listing is sought) have already been issued for . . . . . . . . . . shares and will be ready on . . . . . . . . . . for . . . . . . . . shares.
        15. A cheque numbered . . . . . . (cheque number) drawn on . . . . . . (bank) for $[ ], the amount specified in Appendix 9, has been enclosed for payment of the listing fee.
        16. We hereby undertake:—
        (a) to advise the Exchange if any change of circumstance arises prior to the hearing date of the application (if applicable) or the date on which we propose to bulk print the listing document (if any) or the proposed date of issue of the securities the subject of this application, that would render any information contained in this application form or the listing document (if any) misleading in any material respect;
        (b) to lodge with the Exchange, before dealings in the securities the subject of this application commence, the declaration (Appendix 5E) required by rule 12.27(8) of the GEM Listing Rules; and
        17. We declare, to the best of our knowledge and belief, having made due and careful enquiries, that:—
        (a) all of the documents required by the GEM Listing Rules to be included with this application have been supplied to the Exchange;
        (b) the information supplied in this form and in the documents submitted together with this form is accurate and complete in all material respects and not misleading (save in respect of matters that cannot be ascertained as at the date of this form);
        (c) all the qualifications for listing set out in the relevant chapters of the GEM 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 4(b) above;
        (d) all information required to be included in the listing document (if any) by virtue of the GEM Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules, the Code on Takeovers and Mergers and all other relevant regulations, has been included therein or, for information that cannot be ascertained as at the date of this form, will be included therein before the final version of the listing document is submitted for review;
        (e) all the requirements of the GEM Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules, the Code on Takeovers and Mergers and all other relevant regulations, 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 4 above; and
        (f) 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.
        17A. 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 ("relevant corporate materials") 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.

        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. 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. In addition, we undertake to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.

        Yours faithfully,

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

        *Delete as appropriate

        NOTES

        (1) Please refer to rule 6A.34 of the GEM Listing Rules. In circumstances where a listed issuer proposes to issue a listing document of the type referred to in rule 6A.36 within the minimum period referred to in rule in 6A.19 or any period fixed for the purposes of rule 6A.20, the Issuer's Compliance Adviser (or adviser appointed under rule 6A.37) shall be responsible for dealing with the Exchange.
        (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.
        (3) Please refer to rule 11.24 of the GEM Listing Rules for guidance.
        (4) "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.
        (5) In paragraph 10, "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.
        (6) 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.

      • Application Form — Debt securities

        This form, must be lodged, duly completed, in the case of an issuer applying for the simultaneous listing of both equity and debt securities, in accordance with the timetable relevant to the application to list such equity securities and, otherwise, as follows:

        (i) in circumstances where the application is required to be supported by a listing document at least 10 clear business days prior to the provisional hearing date of the application by the GEM Listing Committee or, in the case of debt issues to professional investors only, such other period as may be agreed with the Exchange; or
        (ii) in circumstances where the application is not required to be supported by a listing document, the application must be submitted at least 4 clear business days prior to the proposed date for issuing the securities.

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

        . . . . ./. . . . ./. . . . .

        Dear Sirs,

        1. We, . . . . . . . [Limited] (in English) . . . . . . (in Chinese) (the "Issuer"), hereby apply for the listing of and for the permission to deal in the securities referred to in paragraph 5 below subject to the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules"). (Note 1)
        2. Please indicate the person or persons at the relevant Sponsor to whom the Exchange should respond in relation to this application, if applicable (Note 2): . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        3. Proposed timetable for the listing (please specify dates, as applicable):
        (a) Exchange hearing: . . . . . . . . . . . . . . . . . .
        (b) bulk print date, if applicable: . . . . . . . . . . . . . . . . . .
        (c) listing document date, if applicable: . . . . . . . . . . . . . . . . . .
        (d) application lists close, if applicable: . . . . . . . . . . . . . . . . . .
        (e) announcement of results, if applicable: . . . . . . . . . . . . . . . . . .
        (f) refund cheques despatched, if applicable: . . . . . . . . . . . . . . . . . .
        (g) documents of title despatched: . . . . . . . . . . . . . . . . . .
        (h) dealings commence: . . . . . . . . . . . . . . . . . .
        4. Details of share capital: (Note 3)
        (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) Issued (and paid up) share capital of . . . . . [currency] . . . . . [amount] divided into:

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









        Total . . . . . . . .

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

        5. Please specify the types and numbers of securities for which application is now made. In circumstances where the exact number of securities has not yet been ascertained, please specify the minimum and maximum number of securities in respect for which listing may, ultimately, be sought:
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        6. The securities for which application is now made are proposed to be listed by way of
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        (Note 4)
        7. The securities for which application is now made
        (a) are/are not* identical in all respects
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        (Note 5)
        (b) are/are not* identical in all respects with an existing class of security
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        (Note 5)
        (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 6 months, are or will be the subject of an application for listing on the following stock exchange(s)* . . . . . . . . . . . . . . . . . . . . . . . . . . . .

        *Delete as appropriate
        8. 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 Issuer or of its holding company (Note 6):—

        Name Address Extent of holding and in which company












        9. Brief summary of any applications for waiver from compliance with any of the GEM Listing Rules (please attach a detailed waiver application)
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
        10. 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












        11. Definitive certificates (in respect of the class of security/securities for which listing is sought) have already been issued for . . . . . . . . . . . . . . . . . . . . . . . . . . . . stock and will be ready on . . . . . . . . . . . . . . for . . . . . . . . . . . . . . stock.
        12. A cheque numbered . . . . . . . . . . . . . . (cheque number) drawn on . . . . . . . . . . . . . . (bank) for $[ ], the amount specified in Appendix 9, has been enclosed for payment of the listing fee.
        13. We hereby undertake:—
        (a) for so long as any of our securities are listed on GEM, to comply at all times with all the requirements of the GEM Listing Rules, relevant to issuers of debt securities from time to time in force (save for any that are stated not to apply);
        (b) to advise the Exchange if any change of circumstance arises prior to the hearing date of the application (if applicable) or the proposed date of issue of the securities the subject of this application, that would render any information contained in this application form or the listing document (if any) misleading in any material respect;
        (c) to lodge with the Exchange, before dealings in the securities the subject of this application commence, the declaration (Appendix 5E) required by rule 28.16(9) of the GEM Listing Rules; and
        (d) to comply with the requirements of the standard electronic format published by the Exchange from time to time. (Note 7)
        Any new applicant (but not for the avoidance of doubt a listed issuer) must attach a certified extract from the board minutes of the Issuer authorising the submission of this form and approving the undertaking and declaration set out herein.
        14. We declare, to the best of our knowledge and belief, having made due and careful enquiries, that:—
        (a) all of the documents required by the GEM Listing Rules to be included with this application have been supplied to the Exchange;
        (b) the information supplied in this form and in the documents submitted together with this form is accurate and complete in all material respects and not misleading (save in respect of matters that cannot be ascertained as at the date of this form);
        (c) all the qualifications for listing set out in the relevant chapters of the GEM 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 5 above;
        (d) all information required to be included in the listing document (if any) by virtue of the GEM Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules, the Code on Takeovers and Mergers and all other relevant regulations, has been included therein or, for information that cannot be ascertained as at the date of this form, will be included therein before the final version of the listing document is submitted for review;
        (e) all the requirements of the GEM Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules, the Code on Takeovers and Mergers and all other relevant regulations, 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 5 above; and
        (f) 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. (Note 8)
        14A. 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 ("relevant corporate materials") 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.

        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. 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. In addition, we undertake to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.

        Yours faithfully,


        Signed:. . . . . . . . . . . .
        Name:. . . . . . . . . . . .
        Director, Secretary or other
        duly authorised officer*
        for and on behalf of
        Name of Issuer/Guarantor: . . .
        *(Note 7)

        *Delete as appropriate

        NOTES

        (1) Insert name of Issuer of securities. If the Issuer is a new applicant that 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.
        (2) Please refer to rules 6A.34, 27.04 and 30.08 of the GEM Listing Rules for guidance. In circumstances where the Issuer proposes to issue a listing document of the type referred to in rule 6A.36 within the minimum period referred to in rule 6A.19 or any period fixed for the purposes of rule 6A.20 the Sponsor or adviser of the Issuer or the Issuer's holding company shall be responsible for dealing with the Exchange.
        (3) Paragraph 4 need not be completed by an Issuer applying for the simultaneous listing of both equity and debt securities.
        (4) 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.
        (5) "Identical" means in this context:—
        (a) the securities are of the same nominal value with the same amount called up or paid up;
        (b) 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
        (c) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
        (6) "Substantial shareholder" means a person entitled to exercise, or control the exercise of, 10 per cent. or more of the voting power at any general meeting.
        (7) In the case of a guaranteed issue, this form, in addition to being completed by the Issuer, must be adapted in a manner approved by the Exchange and duly completed by the guarantor. In particular, the guarantor is required to complete the undertaking set out in paragraph 13 (save as regards sub-paragraphs (c) and (d)) and declaration set out in paragraph 14. The guarantor must attach a certified extract from the board minutes of the guarantor authorising the submission of this form and approving the undertaking and declaration referred to above.
        (8) 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.

      • Marketing statement (concerning a placing of equity securities)

        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.

        Rule 10.12 of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and the Notes accompanying this form should be read before completing this statement.

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

        . . ./. . . /. . .

        A. GENERAL
        1. Name of issuer . . . . . . . . . . . . . .(in English)
        . . . . . . . . . . . . . . . . . . . . . . .(in Chinese)
        2. Description of security . . . . . . . . . . . . . .
        3. Total amount or number of securities of the issuer/vendor 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 . . . . . . . . . . . . . . . . . .

        * (To be completed by lead broker only) (Note 3)
        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.

        By the undersigned to: (Note 5) Number of holders Amount or number of securities % of placing
        (1) Connected clients (as defined in Note 2 to rule 10.12 of the GEM Listing Rules) . . . . . . . . . . . . . . . . . .
        (2) Directors/substantial shareholders and significant shareholders * of the issuer and their respective close associates (*significant shareholders in respect only of an initial public offer) . . . . . . . . . . . . . . . . . .
        (3) Employees of the issuer . . . . . . . . . . . . . . . . . .
        (4) Customers or clients of the issuer . . . . . . . . . . . . . . . . . .
        (5) Suppliers to the issuer . . . . . . . . . . . . . . . . . .
        (6) Other Exchange Participants
        (see also C12 below)
        . . . . . . . . . . . . . . . . . .
        (7) Retained by the undersigned . . . . . . . . . . . . . . . . . .
        (8) Other . . . . . . . . . . . . . . . . . .
        (9) TOTAL . . . . . . . . . . . .
        (As in A4)
        . . . . . .
        11. By the lead broker to the general public:
        (To be completed by lead broker only) (Note 3)

        (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 6) Name of Exchange Participant Amount or number of securities % of placing
            . . . . . . . . . . . .
        Total As in C.10(6) . . . . . . . . . . . .
        13. Distribution of Placees (To be completed by lead broker in relation to a placing of equity securities by or on behalf of new applicant only)

        (1) Distribution of Placing Shares
        Number of Shares (indicate range)
        Number of Placees % of Placing
        (i) . . . . to . . . . . . . . . . . .
        (ii) . . . . to . . . . . . . . . . . .
        (iii) . . . . to . . . . . . . . . . . .
        (iv) . . . . to . . . . . . . . . . . .
        (v) . . . . to . . . . . . . . . . . .
        (vi) . . . . to . . . . . . . . . . . .
        (vii) . . . . to . . . . . . . . . . . .
        (viii) . . . . to . . . . . . . . . . . .
        (ix) . . . . to . . . . . . . . . . . .
        (x) . . . . to . . . . . . . . . . . .
        (2) Concentration of Placing Shares Number of Shares % of Placing
        (i) Top Placee . . . . . . . .
        (ii) Top 5 Placees . . . . . . . .
        (iii) Top 10 Placees . . . . . . . .
        (iv) Top 25 Placees . . . . . . . .

        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, paragraph 9 of SUMMARY OF DISTRIBUTION and paragraphs 11 and 13 of ANALYSIS OF DISTRIBUTION need to 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. Please refer to rule 10.12 of the GEM Listing Rules for guidance.
        6. In completing paragraphs 10(6) and 12, the lead broker may exclude the distributors named by him in paragraph 9.
        7. 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 (in case of individuals) and the names, addresses and registration numbers (in the case of 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.

      • Declaration of compliance

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

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

        . . ./. . . /. . .

        I, . . . . . . . a director / the company secretary of . . . . . . . . [Limited] (in English) . . . . . (in Chinese) ("the Issuer"), declare to the best of my 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 Chapter 11 and/or Chapter 27 or Chapter 30 of the "Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited" 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 . . . . [number] . . . . [class of equity securities] of par value . . . . . [amount] each and/or . . . . . [currency] . . . . . [amount] nominal of . . . . [type of debt securities] with a denomination of . . . . . [currency] . . . . . [amount] each have been subscribed/purchased for cash and duly allotted/issued/transferred to the subscribers/purchasers;
        4. that all money due to the Issuer in respect of the issue/offer has been received by it;
        5. that . . . . [number] . . . . [class of equity securities] of par value . . . . . [amount] each and/or . . . . [currency] . . . . . [amount] nominal of . . . [type of debt securities] with a denomination of . . . . [currency] . . . [amount] each have been issued and 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;
        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 the number of shares forming the subject of the listing is as follows (insert exact amounts and descriptions of securities (giving distinctive numbers if any)):
        (applicable only to new applicants for listing)

        . . . . . . . . . . . . . . . . . .
        . . . . . . . . . . . . . . . . . .
        8. that completion has taken place of the purchase by the Issuer of all property shown in the listing document to holders of the Issuer's securities dated . . ./. . . ./. . . as having been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied;
        9. that the trust deed/deed poll relating to the said debt securities has been completed and executed and a copy has been lodged with The Stock Exchange of Hong Kong Limited and that particulars thereof, if so required by law, have been filed with the Registrar of Companies;
        10. that all the shares/debt securities of each class referred to above are in all respects identical (Note 1);
        11. 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 such information and correction of errors; and
        12. that all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled.

        Signed. . . . . . . . . . . . . .
        Name:

        . . . . . . . . . . . . . .
        Director

        Signed. . . . . . . . . . . . . .
        Name:

        . . . . . . . . . . . . . .
        Secretary

        For and on behalf of

        Name of Issuer:

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

        NOTES

        1. "Identical" means in this context:—
        (a) the securities are of the same nominal value with the same amount called up or paid up;
        (b) 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
        (c) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
        2. This declaration should be signed for and on behalf of the Issuer by both a director and the secretary of the Issuer.

      • The GEM Company Information Sheet

        Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this information sheet, 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 information sheet.

        Company name:

        Stock code (ordinary shares):

        This information sheet contains certain particulars concerning the above company (the "Company") which is listed on GEM of The Stock Exchange of Hong Kong Limited (the "Exchange"). These particulars are provided for the purpose of giving information to the public with regard to the Company in compliance with the Rules Governing the Listing of Securities on the GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules"). They will be displayed at the GEM website on the internet. This information sheet does not purport to be a complete summary of information relevant to the Company and/or its securities.

        The information in this sheet was updated as of. . . . . . . . . . . . . .

        A. General

        Place of incorporation :

        Date of initial listing on GEM :

        Name of Sponsor(s) :

        Names of directors:
        (please distinguish the status of the directors -Executive, Non-Executive or Independent Non-Executive) :

        Name(s) of substantial shareholder(s) (as such term is defined in rule 1.01 of the GEM Listing Rules) and their respective interests in the ordinary shares and other securities of the Company :

        Name(s) of company(ies) listed on GEM or the Main Board of the Stock Exchange within the same group as the Company :

        Financial year end date :

        Registered address :

        Head office and principal place of business :

        Web-site address (if applicable) :

        Share registrar :

        Auditors :
        B. Business activities

        (Please insert here a brief description of the business activities undertaken by the Company and its subsidiaries.)
        C. Ordinary shares

        Number of ordinary shares in issue :

        Par value of ordinary shares in issue :

        Board lot size (in number of shares) :

        Name of other stock exchange(s) on which ordinary shares are also listed :
        D. Warrants

        Stock code :

        Board lot size :

        Expiry date :

        Exercise price :

        Conversion ratio :

        (Not applicable if the warrant is denominated in dollar value of conversion right)

        No. of warrants outstanding :

        No. of shares falling to be issued upon the exercise of outstanding warrants :
        E. Other securities

        Details of any other securities in issue.
        (i.e. other than the ordinary shares described in C above and warrants described in D above but including options granted to executives and/or employees).

        (Please include details of stock code if listed on GEM or the Main Board or the name of any other stock exchange(s) on which such securities are listed).

        If there are any debt securities in issue that are guaranteed, please indicate name of guarantor.

        Responsibility statement

        The directors of the Company (the "Directors") as at the date hereof hereby collectively and individually accept full responsibility for the accuracy of the information contained in this information sheet ("the Information") and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief the Information is accurate and complete in all material respects and not misleading or deceptive and that there are no other matters the omission of which would make any Information inaccurate or misleading.

        The Directors also collectively and individually accept full responsibility for submitting a revised information sheet, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.

        The Directors acknowledge that the Stock Exchange has no responsibility whatsoever with regard to the Information and undertake to indemnify the Exchange against all liability incurred and all losses suffered by the Exchange in connection with or relating to the Information.

        Signed:

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

        NOTES

        1 This information sheet must be signed by or pursuant to a power of attorney for and on behalf of each of the Directors of the Company.
        2 Pursuant to rule 17.52 of the GEM Listing Rules, the Company must submit to the Exchange (in the electronic format specified by the Exchange from time to time) for publication on the GEM website a revised information sheet, together with a hard copy duly signed by or on behalf of each of the Directors, as soon as reasonably practicable after any particulars on the form previously published cease to be accurate.
        3 Please send a copy of this form by facsimile transaction to Hong Kong Securities Clearing Company Limited (on 2815-9353) or such other number as may be prescribed from time to time) at the same time as the original is submitted to the Exchange.

    • Appendix 6 Director's and Supervisor's Forms

      • Director's Declaration, Undertaking and Acknowledgement

        Appendix 6
        附錄六

        DIRECTOR'S AND SUPERVISOR'S FORMS
        董事及監事的表格

        Form A
        A表格

        Director's Declaration, Undertaking and Acknowledgement
        董事的聲明、承諾及確認

        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 of Appendix 1A or rule 17.50(2), as the case may be, of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited from time to time in force (the "GEM Listing Rules") is:
        按不時生效的《香港聯合交易所有限公司GEM證券上市規則》(《GEM上市規則》)附錄一A第41段或第 17.50(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 GEM Listing Rule 17.50(2) with regard to my appointment as a director of the issuer.
        發行人按《GEM上市規則》第17.50(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 AND ACKNOWLEDGEMENT
        承諾及確認

        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 GEM Listing Rules;
        盡力遵守《GEM上巿規則》;
        (ii) use my best endeavours to procure the issuer to comply with the GEM Listing Rules;
        盡力促使發行人遵守《GEM上巿規則》;
        (iii) use my best endeavours to procure any alternate of mine to comply with the GEM Listing Rules; and
        盡力促使本人的任何替任人遵守《GEM上巿規則》;及
        (iv) comply to the best of my ability, and use my best endeavours to procure the issuer to comply, with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, 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;
        盡力遵守並盡力促使發行人遵守《公司條例》、《公司(清盤及雜項條文)條例》、《證券及期貨條例》、《公司收購及合併守則》、《公司股份購回購守則》及香港所有其他不時生效的有關證券的法例及規例;
        (b) I shall, when I am a director of the issuer and after I cease to be so:
        本人出任發行人董事時以及停止擔任發行人董事後均須:
        (i) provide to The Stock Exchange of Hong Kong Limited (the “Exchange”) as soon as possible, or otherwise in accordance with time limits imposed by the Exchange:
        盡快或根據香港聯合交易所有限公司(聯交所或本交易所)設定的時限向聯交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
        聯交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 GEM Listing Rules; and
        聯交所可為核實是否有遵守《GEM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 (as such term is defined in rule 1.01 of the GEM Listing Rules) and/or the Listing Committee (as such term is defined in rule 1.01 of the GEM Listing Rules), 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;
        在聯交所上巿科(按《GEM上市規則》第1.01條界定)及╱或GEM上巿委員會(按《GEM上市規則》第1.01條界定)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;
        (c) I shall inform the Exchange (in the manner prescribed by the Exchange from time to time):
        本人須在下列情況下(以聯交所不時規定的方式)將下述資料通知聯交所:
        (i) as soon as reasonably practicable after my appointment, my telephone number, mobile phone number, facsimile number (if available), email address (if available), residential address and contact address (if different from the residential address) for correspondence from and service of notices and other documents by the Exchange;
        於獲委任後在合理可行情況下盡快提供本人的電話號碼、手機號碼、傳真號碼(如有)、電郵地址(如有)、住址及用以接收聯交所所發出的信函及送達的通知書和其他文件的聯絡地址(如與住址不同);
        (ii) for so long as I remain as a director of the issuer, any change to the contact information as described in paragraph (i) as soon as reasonably practicable and in any event within 28 days of such change; and
        在出任發行人董事期間,如第(i)段所述聯絡資料有變,須在合理可行的情況下盡快(無論如何於有關變動出現後 28 日內)通知聯交所;及
        (iii) for a period of 3 years from the date on which I cease to be a director of the issuer, any change to the contact information as described in paragraph (i) as soon as reasonably practicable and in any event within 28 days of such change.
        在本人不再出任發行人董事的日期起計三年內,如第(i)段所述聯絡資料有變,須在合理可行的情況下盡快(無論如何須於有關變動出現後28日內)通知聯交所。
        I acknowledge and agree that any correspondence from and/or service of notices and other documents by the Exchange to me when I am a director of the issuer or after I cease to be so, 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 when the document or notice is served personally or is sent by post, facsimile or email to the address or number I provide to the Exchange. I agree and acknowledge that I am responsible for keeping the Exchange informed of my up-to-date contact details. I acknowledge that, if I, as the director or former director of the issuer, fail to provide the Exchange with my up-to-date contact details 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 Exchange;
        本人確認及同意,在本人出任發行人董事期間或不再出任發行人董事之後,但凡聯交所就任何目的向本人發出的信函及/或送達的通知書及其他文件(包括但不限於送達紀律程序的通知)若以面交本人的方式,或以郵寄、傳真或電郵的方式送達本人向聯交所提供的地址或號碼,即被視為已有效及充分地送達本人。本人同意及確認,本人有責任向聯交所提供本人最新的聯絡資料。本人確認,若本人(作為發行人的董事或前董事)未能向聯交所提供本人最新的聯絡資料,或未有為送呈本人的通知、文件或書信提供轉送安排,本人可能會不知悉聯交所向本人展開的任何程序;
        (d) I, in accepting to be a director of the issuer, hereby (i) irrevocably appoint the issuer as my agent, for so long as I remain as a director of the issuer, for receiving on my behalf any correspondence from and/or service of notices and other documents by the Exchange; and (ii) authorise the Executive Director - Listing Division, or  any person authorised by the Executive Director – Listing Division, to disclose any of my personal particulars given by me to members of the Listing Committee and, with the approval of the Chairman or a Deputy Chairman of the Exchange, to such other persons, as the Executive Director - Listing Division may from time to time think fit; and
        本人接受出任發行人的董事,即(i)不可撤回地委任發行人為本人的代理人,在本人出任發行人董事期間,代表本人接收任何聯交所發出的信函及 / 或送達的通知書及其他文件;及(ii)授權上市科執行總監(或獲其授權的任何人士)將本人提供的個人資料向上巿委員會委員披露;並在聯交所主席或一位副主席批准的情況下,向上巿科執行總監不時認為適當的其他人士披露;及
        (e) I hereby submit to the jurisdiction of the Exchange in respect of all matters relevant to the GEM Listing Rules.
        本人在此接受聯交所就有關《GEM上市規則》各方面的管轄。

        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 A and in the document referred to in Part 1(2) of this Form A 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 Exchange 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A表格第一部分(1)及本A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,聯交所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 and acknowledge with the Exchange in the terms set out in Part 2 of this Form A.
        按本A表格第二部分所載的條款向聯交所作出承諾及確認。

        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 GEM Listing Rule 6A.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 A 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《GEM上巿規則》第6A.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A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 A 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A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 A and the documents referred to in this Form A, 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A表格及本A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 A to complete Part 1 of this Form A truthfully, completely and accurately, or the failure to execute Part 2 of this Form A or to observe any of the undertakings made under that Part, constitutes a breach of the GEM Listing Rules. In addition, every director of the issuer supplying information sought or referred to in this Form A, 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A表格的任何人士,若未能真實、完整及準確地填妥本A表格第一部分,或未能簽立本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《GEM上市規則》。此外,凡提供本A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。

      • Director's Declaration, Undertaking and Acknowledgement (PRC Issuer)

        Appendix 6
        附錄六

        DIRECTOR'S AND SUPERVISOR'S FORMS
        董事及監事的表格

        Form B
        B表格

        Director's Declaration, Undertaking and Acknowledgement (PRC Issuer)
        董事的聲明、承諾及確認(適用於中國發行人)

        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 of Appendix 1A or rule 17.50(2), as the case may be, of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited from time to time in force (the "GEM Listing Rules") is:
        按不時生效的《香港聯合交易所有限公司GEM證券上市規則》(《GEM上市規則》)附錄一A第41段或第17.50(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 GEM Listing Rule 17.50(2) with regard to my appointment as a director of the issuer.
        發行人按《GEM上市規則》第17.50(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 AND ACKNOWLEDGEMENT
        承諾及確認

        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 GEM 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《GEM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 use my best endeavours to procure 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),並盡力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 procure the issuer to comply with the GEM Listing Rules;
        盡力促使發行人遵守《GEM上巿規則》;
        (iv) inform The Stock Exchange of Hong Kong Limited (the “Exchange”) 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(聯交所或本交易所);
        (v) comply to the best of my ability, and use my best endeavours to procure the issuer to comply, with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, 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
        盡力遵守及盡力促使發行人遵守《公司條例》、《公司(清盤及雜項條文)條例》、《證券及期貨條例》、《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;及
        (vi) use my best endeavours to procure any alternate of mine to comply with the GEM Listing Rules including the provisions as set out above;
        盡力促使本人的任何替任人遵守《GEM上巿規則》(包括上述各項條文);
        (b) I shall, when I am a director of the issuer and after I cease to be so:
        本人出任發行人董事時以及停止擔任發行人董事後均須:
        (i) provide to the Exchange as soon as possible, or otherwise in accordance with time limits imposed by the Exchange:
        盡快或根據聯交所設定的時限向聯交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
        聯交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 GEM Listing Rules; and
        聯交所可為核實是否有遵守《GEM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 (as such term is defined in rule 1.01 of the GEM Listing Rules) and/or the Listing Committee (as such term is defined in rule 1.01 of the GEM Listing Rules), 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;
        在上巿科(按《GEM上市規則》第1.01條界定)及╱或上巿委員會(按《GEM上市規則》第1.01條界定)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;
        (c) I, in accepting to be a director of the issuer, hereby (i) irrevocably appoint the issuer as my agent, for so long as I remain as a director of the issuer, for receiving on my behalf any correspondence from and/or service of notices and other documents by the Exchange; and (ii) authorise the Executive Director – Listing Division, or any person authorised by the Executive Director – Listing Division, to disclose any of my personal particulars given by me to members of the Listing Committee and, with the approval of the Chairman or a Deputy Chairman of the Exchange, to such other persons, as the Executive Director - Listing Division may from time to time think fit;
        本人接受出任發行人的董事,即(i)不可撤回地委任發行人為本人的代理人,在本人出任發行人董事期間,代表本人接收任何聯交所發出的信函及 / 或送達的通知書及其他文件;及(ii)授權上市科執行總監(或獲其授權的任何人士)將本人提供的個人資料向上巿委員會委員披露;並在聯交所主席或一位副主席批准的情況下,向上巿科執行總監不時認為適當的其他人士披露;
        (d) I shall inform the Exchange (in the manner prescribed by the Exchange from time to time):
        在本人須在下列情況下(以聯交所不時規定的方式)將下述資料通知聯交所:
        (i) as soon as reasonably practicable after my appointment, my telephone number, mobile phone number, facsimile number (if available), email address (if available), residential address and contact address (if different from the residential address) for correspondence from and service of notices and other documents by the Exchange;
        於獲委任後在合理可行情況下盡快提供本人的電話號碼、手機號碼、傳真號碼(如有)、電郵地址(如有)、住址及用以接收聯交所所發出的信函及送達的通知書和其他文件的聯絡地址(如與住址不同);
        (ii) for so long as I remain as a director of the issuer, any change to the contact information as described in paragraph (i) as soon as reasonably practicable and in any event within 28 days of such change; and
        在出任發行人董事期間,如第(i)段所述聯絡資料有變,須在合理可行的情況下盡快(無論如何於有關變動出現後 28 日內)通知會聯交所;及
        (iii) for a period of 3 years from the date on which I cease to be a director of the issuer, any change to the contact information as described in paragraph (i) as soon as reasonably practicable and in any event within 28 days of such change.
        在本人不再出任發行人董事的日期起計三年內,如第(i)段所述聯絡資料有變,須在合理可行的情況下盡快(無論如何須於有關變動出現後28日內)通知聯交所。
        I acknowledge and agree that any correspondence from and/or service of notices and other documents by the Exchange to me when I am a director of the issuer or after I cease to be so, 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 when the document or notice is served personally or is sent by post, facsimile or email to the address or number I provide to the Exchange. I agree and acknowledge that I am responsible for keeping the Exchange informed of my up-to-date contact details. I acknowledge that, if I, as the director or former director of the issuer, fail to provide the Exchange with my up-to-date contact details 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 Exchange; and
        本人確認及同意,在本人出任發行人董事期間或不再出任發行人董事之後,但凡聯交所就任何目的向本人發出的信函及/或送達的通知書及其他文件(包括但不限於送達紀律程序的通知)若以面交本人的方式,或以郵寄、傳真或電郵的方式送達本人向聯交所提供的地址或號碼,即被視為已有效及充分地送達本人。本人同意及確認,本人有責任向聯交所提供本人最新的聯絡資料。本人確認,若本人(作為發行人的董事或前董事)未能向聯交所提供本人最新的聯絡資料,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聯交所向本人展開的任何程序;及
        (e) I hereby submit to the jurisdiction of the Exchange in respect of all matters relevant to the GEM Listing Rules.
        本人在此接受聯交所就有關《GEM上市規則》各方面的管轄。

        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 Exchange 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,聯交所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 and acknowledge with the Exchange 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聯交所作出承諾及確認。

        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 GEM Listing Rule 6A.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《GEM上巿規則》第6A.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 GEM 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《GEM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。

      • Supervisor's Declaration, Undertaking and Acknowledgement (PRC Issuer)

        Appendix 6
        附錄六

        DIRECTOR'S AND SUPERVISOR'S FORMS
        董事及監事的表格

        Form C

        C表格

        Supervisor's declaration and undertaking and acknowledgement in respect of an issuer incorporated in the People's Republic of China ("PRC")
        監事的聲明、承諾及確認
        (適用於在中華人民共和國(「中國」)註冊成立的發行人)

        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 of Appendix 1A or rule 17.50(2), as the case may be, of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited from time to time in force (the "GEM Listing Rules") is:
        按不時生效的《香港聯合交易所有限公司GEM證券上市規則》(《GEM上市規則》)附錄一A第41段或第17.50(2)條所述方式(視屬何情況而定)載有本人個人資料的有關文件:

        (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 GEM Listing Rule 17.50(2) with regard to my appointment as a supervisor of the issuer.
        發行人按《GEM上市規則》第17.50(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 AND ACKNOWLEDGEMENT
        承諾及確認

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

        1. 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:
        (a) 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;
        (b) 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 use my best endeavours to procure 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),並盡力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;
        (c) use my best endeavours to procure the issuer and its directors to comply with the GEM 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《GEM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;
        (d) inform The Stock Exchange of Hong Kong Limited (the “Exchange”) 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(聯交所或本交易所);
        (e) comply to the best of my ability, as if the same applied to me to the same extent as it does to directors, with: (a) Parts XIVA and XV of the Securities and Futures Ordinance; (b) rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by directors; (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,程度上如同其適用於董事般:(a)《證券及期貨條例》第XIVA及XV部;(b)《GEM上巿規則》第5.46至5.67條有關董事進行證券交易的規定;(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;
        (f) use my best endeavours to procure that any alternate of mine to comply with the provisions set out above;
        盡力促使本人的任何替任人遵守上列條文;
        (g) I, in accepting to be a supervisor of the issuer, hereby (i) 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 Exchange; and (ii) authorise the Executive Director - Listing Division (as such term is defined in rule 1.01 of the GEM Listing Rules), or any person authorised by the Executive Director - Listing Division, to disclose any of my personal particulars given by me to members of the Listing Committee (as such term is defined in rule 1.01 of the GEM Listing Rules) and, with the approval of the Chairman or a Deputy Chairman of the Exchange, to such other persons, as the Executive Director - Listing Division may from time to time think fit; and
        本人接受出任發行人的監事,即(i)不可撤回地委任發行人為本人的代理人,在本人出任發行人監事期間,代表本人接收任何聯交所發出的信函及 / 或送達的通知書及其他文件,及(ii)授權上市科執行總監(按《GEM上市規則》第1.01條界定)(或獲其授權的任何人士)將本人提供的個人資料向上巿委員會(按《GEM上市規則》第1.01條界定)委員披露;並在聯交所主席或一位副主席批准的情況下,向上巿科執行總監不時認為適當的其他人士披露;及
        (h) I shall inform the Exchange (in the manner prescribed by the Exchange from time to time):
        本人須在下列情況下(以聯交所不時規定的方式)將下述資料通知聯交所:
        (i) as soon as reasonably practicable after my appointment, my telephone number, mobile phone number, facsimile number (if available), email address (if available), residential address and contact address (if different from the residential address) for correspondence from and service of notices and other documents by the Exchange;
        於獲委任後在合理可行情況下盡快提供本人的電話號碼、手機號碼、傳真號碼(如有)、電郵地址(如有)、住址及用以接收聯交所所發出的信函及送達的通知書和其他文件的聯絡地址(如與住址不同);
        (ii) for so long as I remain a supervisor of the issuer, any change to the contact information as described in paragraph (i) as soon as reasonably practicable and in any event within 28 days of such change; and
        在擔任發行人監事期間,如第(i)段所述聯絡資料有變,須在合理可行的情況下盡快(無論如何於有關變動出現後 28 日內)通知聯交所;及
        (iii) for a period of 3 years from the date on which I cease to be a supervisor of the issuer, any change to the contact information as described in paragraph (i) as soon as reasonably practicable and in any event within 28 days of such change.
        在本人不再擔任發行人監事之日起計三年內,如第(i)段所述聯絡資料有變,須在合理可行的情況下盡快(無論如何於有關變動出現後 28 日內)通知聯交所。
        2. I acknowledge and agree that any correspondence from and/or service of notices and other documents by the Exchange to me when I am a supervisor of the issuer or after I cease to be so, 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 when the document or notice is served personally or is sent by post, facsimile or email to the address or number I provide to the Exchange. I agree and acknowledge that I am responsible for keeping the Exchange informed of my up-to-date contact details. I acknowledge that, if I, as the supervisor or former supervisor of the issuer, fail to provide the Exchange with my up-to-date contact details 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 Exchange.
        本人承認及同意,在本人出任發行人監事期間或不再出任發行人監事之後,但凡聯交所就任何目的向本人發出的信函及 / 或送達的通知書及其他文件(包括但不限於送達紀律程序的通知)若以面交本人的方式,或以郵寄、傳真或電郵的方式送達本人向聯交所提供的地址或號碼,即已有效及充分地送達本人。本人同意及確認,本人有責任向聯交所提供本人最新的聯絡資料。本人確認,若本人(作為發行人的監事或前監事)未能向聯交所提供本人最新的聯絡資料,或未有為送呈本人的通知、文件或書信提供轉送安排,本人可能會不知悉聯交所向本人展開的任何程序。
        3. I shall, when I am a supervisor of the issuer and after I cease to be so:
        本人出任發行人監事時以及不再擔任發行人監事後均須:
        (a) provide to the Exchange as soon as possible, or otherwise in accordance with time limits imposed by the Exchange:
        盡快或根據聯交所設定的時限向聯交所提供以下資料及文件:
        (i) any information and documents that the Exchange reasonably considers appropriate to protect investors or ensure the smooth operation of the market; and
        聯交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
        (ii) any other information and documents or explanation that the Exchange may reasonably require for the purpose of verifying compliance with the GEM Listing Rules; and
        聯交所可為核實是否有遵守《GEM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
        (b) cooperate in any investigation conducted by the Listing Division and/or the Listing Committee of the Exchange, 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.
        在聯交所上巿科及╱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。
        I hereby submit to the jurisdiction of the Exchange in respect of all matters relevant to the GEM Listing Rules.
        本人在此接受聯交所就有關《GEM上市規則》各方面的管轄。

        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 C and in the document referred to in Part 1(2) of this Form C 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 hereto, and that I understand that the Exchange 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C表格第一部分(1)及本C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,聯交所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 and acknowledge with the Exchange in the terms set out in Part 2 of this Form C.
        按本C表格第二部分所載的條款向聯交所作出承諾及確認。
        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 C to complete Part 1 of this Form C truthfully, completely and accurately or the failure to execute Part 2 of this Form C or to observe any of the undertakings made under that Part, constitutes a breach of the GEM Listing Rules. In addition, every supervisor of the issuer supplying information sought or referred to in this Form C, 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.
        按規定須呈交本表格的任何人士,若未能真實、完整及準確地填妥本C表格第一部分,或未能簽立本C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《GEM上市規則》。此外,凡提供本C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。

    • Appendix 7 Sponsor's Forms

      • Form A [Repealed]

        [Repealed 1 January 2007]

      • Form B [Repealed]

        [Repealed 1 January 2007]

      • Form C [Repealed]

        [Repealed 1 January 2007]

      • Form D [Repealed]

        [Repealed 1 January 2007]

      • Form E [Repealed]

        [Repealed 1 January 2007]

      • Form F [Repealed]

        [Repealed 1 January 2007]

      • Sponsor's Declaration in support of a New Applicant

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

        . . ./. . ./. . .

        We, . . . . . . . . . . . . . ., are the Sponsor appointed by . . . . . . . . . . . . . . (the "Company") on [Date] for the purpose referred to in rule 6A.02 of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and have offices located at . . . . . . . . . . . . . .

        Under rule 6A.13 we declare to The Stock Exchange of Hong Kong Limited (the "Exchange") that:

        (1) all of the documents required by the GEM 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 (where applicable) to be submitted to the Exchange on or before the date of issue of the Company's listing document and in connection with the Company's listing application have been submitted;
        (2) having made reasonable due diligence inquiries, we have reasonable grounds to believe and do believe that:
        (a) [Repealed 1 January 2009]
        (b) the Company is in compliance with all the conditions in Chapter 11 of the GEM Listing Rules (except to the extent that compliance with those rules has been waived by the Exchange in writing);
        (c) the Company's listing document contains sufficient particulars and information to enable a reasonable person to form as a result thereof a valid and justifiable opinion of the shares, the financial condition and profitability of the Company at the time of the issue of the listing document;
        (d) the information in the non-expert sections of the listing document:
        (i) contains all information required by relevant legislation and rules;
        (ii) is true, accurate and complete in all material respects and not misleading or deceptive in any material respect, or, to the extent it consists of opinions or forward looking statements by the Company's directors or any other person, such opinions or forward looking statements have been made after due and careful consideration and on bases and assumptions that are fair and reasonable; and
        (iii) does not omit any matters or facts the omission of which would make any information in the non-expert sections of a listing document or any other part of the listing document misleading in a material respect;
        (e) the Company has established procedures, systems and controls (including accounting and management systems) which are adequate having regard to the obligations of the Company and its directors under the GEM Listing Rules and other relevant legal and regulatory requirements (in particular rules 17.10, 17.11, 18.03, 18.49 and 18.53 to 18.64 and Chapters 19 and 20, and Part XIVA of the Securities and Futures Ordinance) and which provide a reasonable basis to enable the Company's directors to make a proper assessment of the financial position and prospects of the Company and its subsidiaries, both immediately before and after listing;
        (f) the Company's directors collectively have the experience, qualifications and competence to manage the Company's business and comply with the GEM Listing Rules, and individually have the experience, qualifications and competence to perform their individual roles, including an understanding of the nature of their obligations and those of the Company as an issuer under the GEM Listing Rules and other legal or regulatory requirements relevant to their role; and
        (g) there are no other material issues bearing on the Company's application for listing of and permission to deal in its securities which, in our opinion, should be disclosed to the Exchange;
        (3) in relation to each expert section in the listing document, having made reasonable due diligence inquiries, we have reasonable grounds to believe and do believe (to the standard reasonably expected of a Sponsor which is not itself expert in the matters dealt with in the relevant expert section) that:
        (a) where the expert does not conduct its own verification of any material factual information on which the expert is relying for the purposes of any part of the expert section, such factual information is true in all material respects and does not omit any material information. Factual information includes:
        (i) factual information that the expert states it is relying on;
        (ii) factual information we believe the expert is relying on; and
        (iii) any supporting or supplementary information given by the expert or the Company to the Exchange relating to an expert section;
        (b) all material bases and assumptions on which the expert sections of the listing document are founded are fair, reasonable and complete;
        (c) the expert is appropriately qualified, experienced and sufficiently resourced to give the relevant opinion;
        (d) the expert's scope of work is appropriate to the opinion given and the opinion required to be given in the circumstances (where the scope of work is not set by a relevant professional body);
        (e) the expert is independent from the Company and its directors and controlling shareholder(s); and
        (f) the listing document fairly represents the views of the expert and contains a fair copy of or extract from the expert's report; and
        (4) in relation to the information in the expert reports, we, as a non-expert, after performing reasonable due diligence inquiries, have no reasonable grounds to believe and do not believe that the information in the expert reports is untrue, misleading or contains any material omissions.

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

        Name: . . . . . . . . . . . . . .

        For and on behalf of: . . . . . . . . . . . . . . [insert the name of Sponsor]

        Dated: . . . . . . . . . . . . . .

        NOTES:

        (1) The Exchange expects that this form 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.
        (2) Each and every director of the Sponsor, and any officer or representative of the Sponsor supplying information sought in this form, should note that this form constitutes a record or document which is to be provided to the Exchange in connection with the performance of its functions under "relevant provisions" (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571) as amended from time to time) and is likely to be relied upon by the Exchange. Therefore, you should be aware that giving to the Exchange any record or document which is false or misleading in a material particular will render relevant persons liable for prosecution for an offence under subsection 384(3) of the Securities and Futures Ordinance (Cap 571) as amended from time to time. If you have any queries you should consult the Exchange or your professional adviser immediately.

      • Compliance Adviser's Declaration of Interests

        This declaration must be lodged, duly completed, at the time a new applicant or a listed issuer submits its listing application.

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

        . . . ./ . . . . / . . . .

        Dear Sirs,

        Re: . . . . . . . . . . . . . .
        (state name of issuer) (the "Issuer")

        We, . . . . . . . . . . . . . ., the Compliance Adviser of the above-named Issuer hereby confirm that:

        (1) neither ourselves nor our close associates have or may, as a result of the listing or transaction, have any interest in any class of securities of the Issuer, or any other company in the Issuer's group (including options or rights to subscribe such securities); (Note 2)
        (2) no director or employee of the Compliance Adviser who is involved in providing advice to the Issuer has or may, as a result of the listing or transaction, have any interest in any class of securities of the Issuer or any other company in the Issuer's group (including options or rights to subscribe such securities but, for the avoidance of doubt, excluding interests in securities that may be subscribed by any such director or employee pursuant to an offer by way of public subscription made by the issuer);
        (3) neither ourselves nor our close associates expect to have accrued any material benefit as a result of the successful outcome of the listing or transaction, including by way of example, the repayment of material outstanding indebtedness and payment of any underwriting commissions or success fees; and
        (4) no director or employee of the Compliance Adviser has a directorship in the Issuer, or any other company in the Issuer's group, save as disclosed below (Note 2) (complete on a separate sheet if necessary):

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

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

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

        Yours faithfully,

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

        Name: . . . . . . . . . . . . . .
        (Principal)

        for and on behalf of
        Name of Compliance Adviser:

        NOTES:

        (1) This declaration must be read in conjunction with the full text of the GEM Listing Rules and the notes provided herein do not replace or limit the effect of the GEM Listing Rules.
        (2) Please refer to rule 6A.31 of the GEM Listing Rules for guidance. The Compliance Adviser must forward a copy of this form to the new applicant or listed issuer.

      • Sponsor's Declaration of Compliance Concerning a New Applicant

        This declaration must be lodged, duly completed, prior to the commencement of dealing of the securities of the new applicant.

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

        . . . / . . . / . . .

        Dear Sirs,

        Re: Sponsor's declaration of compliance concerning a new applicant

        We, . . . . . . . . . . . . . . being Sponsor to . . . . . . . . . . . . . . [Name of new applicant] hereby declare to the best of our knowledge and belief, having made due and careful enquiries, that:—

        (1) Offers for Subscription and Offers for Sale

        The securities have been placed as follows:—

        No. of allotees No. of securities allotted
        (2) Placings

        The securities have been placed as follows:—

        No. of allotees No. of securities allotted
        (3) At the time of listing there will be . . . . . . . . . . . . . . holders of the securities in the hands of the public (including those whose securities are held through CCASS).
        (4) [ ]% of the securities are in the hands of the public in accordance with rule 11.23 of The Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited ("the GEM Listing Rules"); and
        (5) All of the provisions of the GEM Listing Rules, insofar as applicable and required to be fulfilled prior to the grant of listing, have been complied with, and we confirm that we have complied with all of the requirements laid down in Chapter 6A of the GEM Listing Rules concerning the application for listing.

        Yours faithfully,

        Signed: . . . . . . . . . . . . . .
        Name: . . . . . . . . . . . . . .
        (Principal)
        For and on behalf of
        Name of Sponsor:

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

        Note: If there is more than one class of securities listed, appropriate adaptations of paragraphs 1, 2 and 3 of this declaration should be made.

      • Declaration in relation to certain listing documents issued by an issuer

        This declaration must, in the circumstances referred to in rule 6A.35 of the GEM Listing Rules, be lodged with The Stock Exchange of Hong Kong Limited (the "Exchange"), duly completed, prior to the issue of the listing document.

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

        . . . / . . . / . . .

        Dear Sirs,

        Re: . . . . . . . . . . . . . . (state name of issuer) (the "applicant")

        We, . . . . . . . . . . . . . . , being financial adviser to the applicant, hereby confirm that:—

        (1) all the documents required by the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") to be submitted to the Exchange prior to issue of the listing document have been so submitted; and
        (2) we have satisfied ourselves, to the best of our knowledge and belief, having made due and careful enquiries that the listing document is in compliance with the GEM Listing Rules and that:—
        (a) the information contained in the listing document is accurate and complete in all material respects and not misleading;
        (b) there are no other matters the omission of which would make any statement in the listing document misleading;
        (c) all opinions of the directors of the applicant expressed in the listing document have been arrived at after due and careful consideration on their part and are founded on bases and assumptions that are fair and reasonable; and
        (d) the directors of the applicant have made sufficient enquiries so as to enable them to give the confirmations set out in the "responsibility statement" contained in the listing document.

        Yours faithfully,

        Signed: . . . . . . . . . . . . . .
        Name: . . . . . . . . . . . . . .

        (Principal)

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

        Name: . . . . . . . . . . . . . .

        (Principal)

        For and on behalf of
        Name of Sponsor:

        . . . . . . . . . .

        NOTES

        (1) This declaration must be read in conjunction with the full text of the GEM Listing Rules and the notes provided herein do not replace or limit the effect of the GEM Listing Rules.
        (2) Where a listed issuer appoints, in connection with the issue, a party admitted to the Commission's public register of licensed persons and registered institutions other than the Compliance Adviser appointed by the issuer for the purposes of rules 6A.19 and 6A.20, the newly appointed adviser is responsible for completing and lodging this form (see rule 6A.37).

      • Sponsor's undertaking and statement of independence

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

        . . . / . . . / . . .

        We, . . . . . . . . . . . . . . , are the Sponsor appointed by . . . . . . . . . . . . . . (the "Company") on [Date] for the purpose referred to in rule 6A.02 of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and have offices located at . . . . . . . . . . . . . . Under rule 6A.03, we hereby:

        (1) undertake to The Stock Exchange of Hong Kong Limited (the "Exchange") that we shall:
        (a) comply with the GEM Listing Rules from time to time in force and applicable to Sponsors;
        (b) use reasonable endeavours to ensure that all information provided to the Exchange and the Securities and Futures Commission (the "Commission") during the Company's listing application process, or for that part of it as we continue to be engaged by the Company, is true, accurate, complete and not misleading in all material respects and, to the extent that we subsequently become aware of information that casts doubt on the truth, accuracy or completeness of information provided to the Exchange, we will promptly inform the Exchange and the Commission, as the case may be, of such information;
        (c) cooperate in any investigation conducted or enquiry raised by the Listing Division, the GEM Listing Committee of the Exchange, and/or the Commission including answering promptly and openly any questions addressed to us, promptly producing the originals or copies of any relevant documents and attending before any meeting or hearing at which we are requested to appear;
        (d) lodge with the Exchange, before dealings in the Company's securities commence, the declaration of compliance set out in Appendix 7I as referred to in rule 12.26(8) of the GEM Listing Rules;
        (e) report to the Exchange in writing as soon as practicable when we become aware of any material information relating to the Company or its listing application which concerns non-compliance with the GEM Listing Rules or other legal or regulatory requirements relevant to the Company's listing (except as otherwise disclosed), or any change to the information relating to our independence. This obligation continues after we cease to be the Company's Sponsor, if the material information came to our knowledge whilst we were acting as the Sponsor; and
        (f) report to the Exchange in writing of the reasons for ceasing to act as a Sponsor as soon as practicable when we cease to act for the Company before completion of its listing; and
        (2) declare to the Exchange that as regards our relationship with the Company [clearly strike out whichever of the following does not apply]:
        (a) we are and expect to be independent; [or]
        (b) we are not or do not expect to be independent because:

        [describe in some detail the circumstances that give rise to the lack of independence]

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

        Signed: . . . . . . . . . . . . . .
        Name: . . . . . . . . . . . . . .
        For and on behalf of: . . . . . . . . . . . . . . [insert the name of Sponsor]
        Dated: . . . . . . . . . . . . . .

        NOTE:

        (1) [Repealed 1 October 2013]
        (2) Each and every director of the Sponsor, and any officer or representative of the Sponsor supplying information sought in this form, should note that this form constitutes a record or document which is to be provided to the Exchange in connection with the performance of its functions under "relevant provisions" (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571) as amended from time to time) and is likely to be relied upon by the Exchange. Therefore, you should be aware that giving to the Exchange any record or document which is false or misleading in a material particular will render relevant persons liable for prosecution for an offence under subsection 384(3) of the Securities and Futures Ordinance (Cap 571) as amended from time to time. If you have any queries you should consult the Exchange or your professional adviser immediately.

      • Compliance Adviser's undertaking

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

        . . . / . . . / . . .

        We, . . . . . . . . . . . . . . , are the Compliance Adviser appointed by . . . . . . . . . . . . . . (the "Company") for the purpose referred to in rule 6A.19 / rule 6A.20 [cross out whichever is not applicable] of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and have offices located at . . . . . . . . . . . . . .

        Pursuant to rule 6A.21 we undertake with The Stock Exchange of Hong Kong Limited (the "Exchange") that we shall:

        (1) comply with the GEM Listing Rules from time to time in force and applicable to Compliance Advisers; and
        (2) cooperate in any investigation conducted by the Listing Division and/or the GEM Listing Committee of the Exchange, including answering promptly and openly any questions addressed to us, promptly producing the originals or copies of any relevant documents and attending before any meeting or hearing at which we are requested to appear.

        Signature: . . . . . . . . . . . . . .
        Name: . . . . . . . . . . . . . .
        For and on behalf of: . . . . . . . . . . . . . . [insert the name of Compliance Adviser]
        Dated: . . . . . . . . . . . . . .

    • Appendix 8 [Repealed]


    • Listing Fees, Transaction Levies and Trading Fees on New Issues and Brokerage

      1. Equity Securities
      (1) Initial Listing Fee
      (a) In the case of an issue of equity securities by a new applicant, an initial listing fee shall be payable on the application for listing as follows:

      Monetary value of the equity securities
      to be listed (see sub-paragraph (c) below)
      Initial listing fee
        (HK$M) (HK$)
      Not exceeding 100 100,000
      Not exceeding 1,000 150,000
      Over 1,000 200,000
      (b) A new applicant shall pay the initial listing fee, in advance, at the same time as it submits its application form in accordance with rule 12.14. The initial listing fee is not refundable.
      (c) The initial listing fee should be calculated by reference to the proposed maximum value of the maximum number of equity securities to which the listing application relates.
      Note: In the event that the listing ultimately relates to a lesser value of equity securities which, if known at the time of submitting the application form, would have resulted in the payment of a reduced initial listing fee (in accordance with the table referred to at 1(a) above) the Exchange shall offset the balance against future fees payable by the issuer. If, for any reason, there is a shortfall in the initial listing fee, this must be paid to the Exchange as soon as the actual value of the equity securities to be listed has been determined and in any event before dealings commence.
      (2) Annual Listing Fee
      (a) In addition to the initial listing fee, an annual listing fee (payable in advance in one instalment), 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:—
      (i) in the case of equity securities other than warrants, in accordance with the following scale:

      Nominal value of listed equity securities Annual listing fee
        (HK$M) (HK$)
      Not exceeding 100 100,000
      Not exceeding 2,000 150,000
      Over 2,000 200,000


      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.
      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 1(2)(a)(i) above (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 1(2)(a)(i) above for calculating annual listing fees.
      (ii) in the case of listed warrants, in accordance with the following scale:

        Total funds which
      would be raised on full
      exercise of the warrants
      Annual listing fee
        (HK$M) (HK$)
      Not exceeding 100 25,000
      Not exceeding 2,000 50,000
      Over 2,000 75,000
      (b)
      (i) 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, and in the case of a new applicant, 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.
      (ii) 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.
      (iii) 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 paid will not be refundable.
      (iv) If an issuer transfers its listing from GEM to the Main Board during a term in respect of which the annual listing fee has been pre-paid, the portion pre-paid in respect of the remainder of the year in which the listing is transferred will be refunded. The amount to be refunded will be 1/12 of the total pre-payment for each full calendar month remaining in the 12-month period to which the pre-payment relates. Regardless of the day of the month on which the listing is transferred, the annual listing fee will not be refunded in respect of that month.
      (c) 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) will be reserved for offsetting any upward adjustment if any for the rest of that year. Any such excess unutilised for that year may be offset against any annual listing fees payable in the future and cannot be assigned for any other payment purpose or refunded to the issuer.
      (d) 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.
      (e) 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) Subsequent Issue Fee
      (a) Where a listed issuer makes a subsequent issue of equity securities, a subsequent issue fee shall be charged on the following scale:—

      Monetary value of the equity securities
      to be issued (see sub-paragraph (e) below)
      Subsequent issue fee
        (HK$M) (HK$)
      Not exceeding 5 5,000
        10 10,000
        100 25,000
        1,000 50,000
      Over 1,000 75,000
      (b) 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.
      (c) An issuer shall pay any subsequent issue fees at the time of submission of the application form in accordance with rule 12.17.
      (d) 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.
      (e) The subsequent issue fee should be calculated by reference to the proposed maximum value of the maximum number of equity securities to which the listing application relates.
      Notes:
      1 In the event that the listing ultimately relates to a lesser value of equity securities which, if known at the time of submitting the application form, would have resulted in the payment of a reduced subsequent issue fee (in accordance with the table referred to at 3(a) above) the Exchange shall offset the balance against future fees payable by the issuer. If, for any reason, there is a shortfall in the subsequent issue fee, this must be paid to the Exchange as soon as the actual value of the equity securities to be listed has been determined and in any event before dealings commence.
      2 In the event that the listing approval is not granted or the securities are not issued for whatever reason, the Exchange shall retain a fee equal to the higher of 20 per cent of the subsequent issue fee paid and HK$5,000. The Exchange shall offset the balance against further fees payable by the issuer.
      2. Debt Securities
      (1) In the case of a new listing of debt securities, whether by a new applicant or otherwise, the listing fee, payable in one single lump sum upon the application of the listing of such debt securities, shall be HK$15,000.
      (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 a new issue of debt securities under a debt issuance programme pursuant to 2(2)(a) above, the listing fees payable in one single lump sum upon the application of the listing of such debt securities shall be 50% of the listing fees payable under 2(1) above.
      (3) Apart from the fees specified in 2(a) and 2(b) above, no annual listing fee is payable for debt securities.
      3. 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.
      4. 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.
      5. Sponsors

      [Repealed 1 January 2007]
      6. Brokerage
      (1) In respect of every Qualifying Transaction, 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 of the Exchange 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 of the Exchange 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 underwriter or sub-underwriter in accordance with a normal underwriting or sub-underwriting agreement may be retained by such underwriter or sub-underwriter.
      7. 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.
      8. 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.
      9. System Charges

      [Repealed 1 October 2009]
      10. 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 10 Model Forms 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 announcement 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

        [up to]

        200,000,000 ordinary shares of 10 cents each

        at

        HK$1.00 per share

        on

        THE GEM
        OF THE STOCK EXCHANGE OF HONG KONG LIMITED

        [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 Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited together with application forms are available during normal office hours up to and including [. . . / . . . / . . .] 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 [. . . / . . . / . . .].

        Application has been made to The Stock Exchange of Hong Kong Limited for the 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 GEM of The Stock Exchange of Hong Kong Limited on [. . . / . . . / . . .].

        Dated [. . . / . . . / . . .].

        This announcement and a copy of the listing document referred to above will remain on the GEM website, in the case of the announcement, on the "Latest Company Announcements" page for 7 days from the day of its posting.

      • For introductions

        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 announcement 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])

        Notice of the INTRODUCTION
        of the whole of the issued share capital
        comprising 200,000,000 ordinary shares
        of HK$1.00 each

        on

        GEM
        OF THE STOCK EXCHANGE OF HONG KONG LIMITED

        Financial Adviser [& Sponsor]

        ABC & Co.

        [Sponsor]

        [DEF & Co.]

        Copies of the listing document required by the Rules Governing the Listing of Securities on GEM 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 the listing of and permission to deal in the above securities. Dealings in the above securities are expected to commence on GEM of The Stock Exchange of Hong Kong Limited on [. . . / . . . / . . .].

        Dated [. . . / . . . / . . .].

        This announcement and a copy of the listing document referred to above will remain on the GEM website, in the case of the announcement, on the "Latest Company Announcements" page for 7 days from the day of its posting.

      • 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 announcement 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

        GEM
        OF THE STOCK EXCHANGE OF HONG KONG LIMITED

        [up to]

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

        of which [ ] are to be placed with

        [ ] and [up to] [ ] 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 Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited together with application forms are available during normal office hours up to and including [. . . / . . . / . . .] from:

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

        Application has been made to The Stock Exchange of Hong Kong Limited for the 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 GEM of The Stock Exchange of Hong Kong Limited on [. . . / . . . / . . .].

        Dated [. . . / . . . / . . .].

        This announcement and a copy of the listing document referred to above will remain on the GEM website, in the case of the announcement, on the "Latest Company Announcements" page for 7 days from the day of its posting.

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

        NOTICE OF LISTING ON
        GEM OF
        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 the 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 on GEM of The Stock Exchange of Hong Kong Limited is expected to become effective on [. . . / . . . / . . .].

        Date: [. . . / . . . / . . .].

        This announcement and a copy of the listing document referred to above will remain on the GEM website, in the case of the announcement, on the "Latest Company Announcements" page for 7 days from the day of its posting.

    • Appendix 11 Additional Requirements in Respect of Certain Jurisdictions

      • Part A Bermuda

        Section 1. Additional requirements for memorandum and bye-laws

        Section 2. Modifications and additional requirements

        • Additional Requirements for the Memorandum and Bye-Laws of Issuers Incorporated or Otherwise Established in Bermuda

          (see rule 24.06(1))

          In addition to the provisions of Appendix 3, the bye-laws of issuers incorporated or otherwise established in Bermuda 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 class meetings
          (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 notices of general meetings

          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 articles of association 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, to the extent permitted by law, 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.

        • Modifications and Additional Requirements

          (see rules 24.09(2), (3) and (5)(a))

          1. In the case of an introduction in the circumstances set out in rule 10.18(3):—
          (1) the summary of the provisions of the constitutive documents of the overseas issuer, which is required by rule 24.09(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 24.09(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 24.09(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 24.09(2) and 24.09(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. The Exchange will require the formal application for listing to be accompanied by a copy of a letter to the overseas issuer from the overseas issuer's Hong Kong legal advisers confirming that they have reviewed the summaries of the relevant laws and the constitutive documents and that in their opinion, on the basis of the legal advice received from Bermudian lawyers, the listing document sets out or, in the case of an introduction in the circumstances set out in rule 10.18(3), the listing document and the documents offered for inspection together set out the material differences between Hong Kong law and the law of Bermuda and the provisions of the existing articles of the listed Hong Kong issuer and the proposed constitutive documents of the overseas issuer. The letter should also confirm that the constitutive documents contain provisions complying with the provisions of the GEM Listing Rules.

          Additional Documents on Display

          5. The requirements of Chapter 24 and this Appendix mean that in the case of an introduction in the circumstances set out in rule 10.18(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 24.09(5)(e)).

      • Part B The Cayman Islands

        Section 1. Additional requirements for memorandum and articles of association

        Section 2. Modifications and additional requirements

        • Additional Requirements for the Memorandum and Articles of Association of Issuers Incorporated or Otherwise Established in the Cayman Islands

          (see rule 24.06(1))

          In addition to the provisions of Appendix 3, the articles of association of issuers incorporated or otherwise established in the Cayman Islands 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 general meetings
          (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 sections 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.

        • Modifications and Additional Requirements

          (see rules 24.09(2), (3) and (5)(a))

          1. In the case of an introduction in the circumstances set out in rule 10.18(3):—
          (1) the summary of the provisions of the constitutive documents of the overseas issuer, which is required by rule 24.09(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 24.09(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 24.09(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 24.09(2) and 24.09(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. The Exchange will require the formal application for listing to be accompanied by a copy of a letter to the overseas issuer from the overseas issuer's Hong Kong legal advisers confirming that they have reviewed the summaries of the relevant laws and the constitutive documents and that in their opinion, on the basis of the legal advice received from Cayman Islands lawyers, the listing document sets out or, in the case of an introduction in the circumstances set out in rule 10.18(3), the listing document and the documents offered for inspection together set out the material differences between Hong Kong law and the law of the Cayman Islands and the provisions of the existing articles of the listed Hong Kong issuer and the proposed constitutive documents of the overseas issuer. The letter should also confirm that the constitutive documents contain provisions complying with the provisions of the GEM Listing Rules.

          Additional Documents on Display

          5. The requirements of Chapter 24 and this Appendix mean that in the case of an introduction in the circumstances set out in rule 10.18(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 24.09(5)(e)).

      • Part C The People's Republic of China

        Section 1. Additional required provisions for articles of association

        Section 2. Modifications and additional requirements

        • Additional Requirements for the Articles of Association of Issuers Incorporated in the People'S Republic of China

          (see rule 25.36)

          In addition to the provisions of Appendix 3, the articles of association of issuers incorporated in the People's Republic of China 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 or such other competent state council securities regulatory authority."

        • Modifications and Additional Requirements

          (see rule 25.20)

          1. A summary of the constitutive Documents required by rule 25.20(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. The Exchange will require the formal application for listing to be accompanied by a copy of a letter to the PRC issuer from the PRC issuer's Hong Kong legal advisers confirming that they have reviewed the summaries of the relevant PRC law and the constitutive documents and that in their opinion, on the basis of the legal advice received from qualified PRC lawyers, the listing document sets out the material differences between Hong Kong law and applicable PRC law. The letter should also confirm that the constitutive documents contain provisions complying with the provisions of the GEM Listing Rules.

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

      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

        • Commencement

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

        • 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

        • 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.

        • 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.

        • 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.

        • 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.

        • 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

        • 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.

        • 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 investors 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.

        • 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.

        • 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

        • 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).

        • 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.

        • 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.

        • 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.

        • 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

        • 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.

        • 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.

        • Notices, etc. to be in writing

          Any notice or direction under these Rules shall be in writing.

        • 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.

    • Independent Financial Adviser's Declaration

      We, . . . . . . . . . . . . . . ., are the independent financial adviser (the "Firm") appointed by . . . . . . . . . . . . . . . (the "Company") under rule 17.47(6)(b) / rule 24.05(6)(a)(ii) [cross out whichever is not applicable] of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and have offices located at . . . . . . . . .

      Pursuant to rule 17.97(1) we declare to The Stock Exchange of Hong Kong Limited that, pursuant to rule 17.96, the Firm is independent.

      Signature: . . . . . . . . . . . . . . .

      Name: . . . . . . . . . . . . . . .

      For and on behalf of: . . . . . . . . . . . . . . . [insert the name of Firm]

      Dated: . . . . . . . . . . . . . . .

      NOTES:

      (1) Independent financial advisers are reminded that rule 17.98 requires, amongst other things, that where an independent financial adviser becomes aware of a change to the information set out in this declaration, it must notify the Exchange as soon as possible upon that change occurring.
      (2) Each and every director of the Firm, and any officer or representative of the Firm supplying information sought in this form, should note that this form constitutes a record or document which is to be provided to the Exchange in connection with the performance of its functions under "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 record or document, which is false or misleading in a material particular, will render relevant persons liable for prosecution for an offence under subsection 384(3) of the Securities and Futures Ordinance. If you have any queries you should consult the Exchange or your professional adviser immediately.

    • Independent Financial Adviser's Undertaking

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

      . . . / . . . / . . .

      We, . . . . . ., are the independent financial adviser appointed by (the "Company") under rule 17.47(6)(b) / rule 24.05(6)(a)(ii) [cross out whichever is not applicable] of the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and have offices located at . . . . . . . . . . . . . . . . . .

      Pursuant to rule 17.97(2) we undertake with The Stock Exchange of Hong Kong Limited (the "Exchange") that we shall:

      (1) comply with the GEM Listing Rules from time to time in force; and
      (2) cooperate in any investigation conducted by the Listing Division and/or the GEM Listing Committee of the Exchange, including answering promptly and openly any questions addressed to us, promptly producing the originals or copies of any relevant documents and attending before any meeting or hearing at which we are requested to appear.

      Signature: . . . . . . . . . .

      Name: . . . . . . . . . .

      For and on behalf of: . . . . . . . . . . [insert name of independent financial adviser]

      Dated: . . . . . . . . . .

    • Appendix 15 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 half-year reports (and summary half-year 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 half-year reports (and summary half-year 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 half-year report (or summary half-year 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 rule 18.81 and annual reports under rule 18.44. 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 GEM 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 only contain 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 GEM 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 GEM 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, nonexecutive 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 GEM 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 rule 18.39.

              • 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 GEM 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 5.01 and Chapter 17.

                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 GEM Listing Rules. It should also do so for reports to regulators and information disclosed under statutory requirements.

          • 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 GEM 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 GEM 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 the annual report and accounts, half-year report and 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 GEM 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 manangement 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 GEM 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.

            • 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:

          • 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).

          • DIRECTORS' SECURITIES TRANSACTIONS

            For the required standard of dealings set out in rules 5.48 to 5.67:

            (a) whether the issuer has adopted a code of conduct regarding directors' securities transactions on terms no less exacting than the required standard of dealings;
            (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 of dealings and its code of conduct regarding directors' securities transactions; and
            (c) for any non-compliance with the required standard of dealings, if any, details of these and an explanation of the remedial steps taken by the issuer to address them.

          • 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 video-conferencing 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 5.05(1) and (2), and 5.05A 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 5.09;
            (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.

          • 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.

          • NON-EXECUTIVE DIRECTORS

            The term of appointment of non-executive directors.

          • 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, 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 5.28 (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.

          • 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).

          • 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 5.15.

          • 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.

          • INVESTOR RELATIONS

            Any significant changes in the issuer's constitutional documents during the year.

          • 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:

          • 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).

          • 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.

          • 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.

    • Corporate Governance Report [Merged with Appendix 15]

      [Merged with Appendix 15 1 April 2012]

    • Headline Categories

      The following documents are submitted by issuers for publication on our website as listed companies information:-

      Equity

      1. Headline Categories for Announcements and Notices (as set out in Schedule 1)
      2. Headline Categories for Circulars (as set out in Schedule 2)
      3. Headline Categories for Listing Documents (as set out in Schedule 3)
      4. Headline Categories for Financial Statements/ESG Information (as set out in Schedule 4)
      5. Headline Category — Next Day Disclosure Returns (as set out in Schedule 4A)
      5A. Headline Category — Monthly Returns
      6. Headline Category — Proxy Forms
      7. Headline Category — Company Information Sheet (GEM)
      8. Headline Category — Trading Information of Exchange Traded Funds
      9. Headline Category — Trading Information of Leveraged and Inverse Products
      10. Headline Category — Constitutional Documents

      Debt and Structured Products

      11. Headline Categories for Debt and Structured Products (as set out in Schedule 5)

      Application Proofs and Post Hearing Information Packs or PHIPs

      12. Headline Category for Application Proofs and Post Hearing Information Packs or PHIPs (as set out in Schedule 6)

      Schedule 1
      Headline Categories for Announcements and Notices

      Connected Transactions

      Auditors or INEDs Unable to Confirm Matters relating to Continuing Connected Transaction
      Connected Transaction
      Continuing Connected Transaction
      Guaranteed Net Tangible Assets or Profits
      Waiver in respect of Connected Transaction Requirements

      Corporate Positions and Committees/Corporate Changes

      Amendment of Constitutional Documents
      Change in a Director's or Supervisor's Biographical Details
      Change in Auditors
      Change in Class Rights
      Change in Company Secretary
      Change in Compliance Adviser
      Change in Compliance Officer
      Change in Directors or of Important Executive Functions or Responsibilities
      Change in Financial Year End
      Change in Registered Address or Office, Registered Place of Business in HK or Agent for Service of Process in HK
      Change in Share Registrar/Transfer Agent
      Change in Supervisors
      Change in Chief Executive
      Change of Audit Committee Member
      Change of Remuneration Committee Member
      Change of Company Name
      List of Directors and their Role and Function
      Non-compliance with Audit Committee Requirements
      Non-compliance with Remuneration Committee Requirements
      Non-compliance with Compliance Officer Requirements
      Non-compliance with INED Requirements or INED Failing to Meet Independence Guidelines
      Terms of Reference of the Audit Committee
      Terms of Reference of the Remuneration Committee
      Terms of Reference of the Nomination Committee
      Terms of Reference of Other Board Committees

      Financial Information

      Advance to an Entity
      Date of Board Meeting
      Delay in Results Announcement
      Dividend or Distribution
      Final Results
      Financial Assistance and/or Guarantee to Affiliated Company
      Interim Results
      Modified Report by Auditors
      Net Asset Value
      Profit Warning
      Prior Period Adjustments due to Correction of Material Errors
      Quarterly Results
      Results of a Subsidiary
      Revision of Information in Published Preliminary Results
      Revision of Published Financial Statements and Reports

      Meetings/Voting
      Change of Voting Intention
      Material Information after Issue of Circular
      Nomination of Director by Shareholder
      Notice of AGM
      Notice of EGM/SGM
      Re-election or Appointment of Director subject to Shareholders' Approval
      Results of AGM
      Results of EGM/SGM
      Change in Auditors subject to Shareholders' Approval

      New Listings (Listed Issuers/New Applicants)

      Allotment Results
      Formal Notice
      Listing of Securities by way of Introduction
      Striking Price on Offer for Subscription or for Sale by Tender
      Supplemental Information regarding IPO
      Transfer of listing from GEM to Main Board
      Mixed Media Offer

      Notifiable Transactions

      Delay in Completion
      Discloseable Transaction
      Major Transaction
      Reverse Takeover
      Share Transaction
      Termination of Transaction
      Variation to Terms
      Very Substantial Acquisition
      Very Substantial Disposal

      Reorganisation/Change in Shareholding/Major Changes/Public Float/Listing Status

      Announcement by Offeree Company under the Takeovers Code
      Announcement by Offeror Company under the Takeovers Code
      Change in Principal Business Activities
      Change in Shareholding
      Charging or Pledging of Shares by Shareholder
      Concentration of Shareholdings
      Dealing in Securities by Director where Otherwise Prohibited under Model Code
      Group Restructuring or Scheme of Arrangement
      Lack of Open Market in Securities
      Listing on Overseas Exchange or Securities Market
      Privatisation/Withdrawal or Cancellation of Listing of Securities
      Resumption
      Spin-off
      Sufficiency of Assets and/or Operations and/or Issuer becoming Cash Company
      Sufficiency of Public Float
      Suspension
      Trading Halt
      Winding Up and Liquidation of Issuer, its Holding Company or Major Subsidiary

      Securities/Share Capital

      Announcement pursuant to Code on Share Buy-backs
      Capital Reorganisation
      Capitalisation Issue
      Change in Board Lot Size
      Change in Terms of Securities or Rights attaching to Securities
      Change of Dividend Payment Date
      Closure of Books or Change of Book Closure Period
      Consideration Issue
      Conversion of Securities
      Intention to Sell Shares of Untraceable Member
      Issue of Convertible Securities
      Issue of Debt Securities
      Issue of Preference Shares
      Issue of Securities by Major Subsidiary
      Issue of Shares under a General Mandate
      Issue of Shares under a Specific Mandate
      Issue of Warrants
      Movements in Issued Share Capital
      Open Offer
      Placing
      Rights Issue
      Share Option Scheme
      Trading Arrangements (other than Change in Board Lot Size)

      Miscellaneous

      Breach of Loan Agreement
      Clarification of News or Reports — Qualified
      Clarification of News or Reports — Standard or Super
      Delay in Dispatch of Circular or other Document
      Inside Information
      Loan Agreement with Specific Performance Covenant
      Matters relating to Collective Investment Schemes
      Matters relating to Options
      Mining Activities Undertaken by Listed Issuers
      Other — Business Update
      Other — Corporate Governance Related Matters
      Other — Litigation
      Other — Miscellaneous
      Other — Trading Update
      Overseas Regulatory Announcement — Board/Supervisory Board Resolutions
      Overseas Regulatory Announcement — Business Update
      Overseas Regulatory Announcement — Corporate Governance Related Matters
      Overseas Regulatory Announcement — Issue of Securities and Related Matters
      Overseas Regulatory Announcement — Other
      Overseas Regulatory Announcement — Trading Update
      Unusual Price/Turnover Movements — Qualified
      Unusual Price/Turnover Movements — Standard or Super

      Schedule 2
      Headline Categories for Circulars

      Connected Transaction

      Connected Transaction
      Continuing Connected Transaction

      Corporate Positions and Committees/Corporate Changes

      Amendment of Constitutional Documents

      Meetings/Voting

      Change of Voting Intention
      Material Information after Issue of Circular
      Nomination of Director by Shareholder
      Re-election or Appointment of Director subject to Shareholders' Approval
      Change in Auditors subject to Shareholders' Approval

      Notifiable Transactions

      Major Transaction
      Reverse Takeover
      Very Substantial Acquisition
      Very Substantial Disposal

      Reorganisation/Change in Shareholding/Major Changes/Public Float/Listing Status

      Document issued by Offeree Company under the Takeovers Code
      Document issued by Offeror Company under the Takeovers Code
      Fundamental Change in Principal Business Activities
      Privatisation/Withdrawal of Listing of Securities
      Proposal of Mineral Company to Explore for Natural Resources as Extension to or Change from
      Existing Activities
      Spin-off

      Securities/Share Capital

      Capitalisation Issue
      Change in Terms of Securities or Rights attaching to Securities
      Document issued pursuant to Code on Share Buy-backs
      Exchange or Substitution of Securities
      Explanatory Statement for Repurchase of Shares
      General Mandate
      Issue of Convertible Securities
      Issue of Debt Securities
      Issue of Preference Shares
      Issue of Securities by Major Subsidiary
      Issue of Securities within 6 Months of Listing
      Issue of Shares
      Issue of Warrants
      Open Offer
      Rights Issue
      Share Option Scheme

      Miscellaneous

      Matters relating to Collective Investment Schemes
      Other

      Schedule 3
      Headline Categories for Listing Documents

      Authorised Collective Investment Scheme
      Capitalisation Issue
      Deemed New Listing under the Listing Rules
      Exchange or Substitution of Securities
      Introduction
      Offer for Sale
      Offer for Subscription
      Open Offer
      Other
      Placing of Securities of a Class New to Listing
      Rights Issue
      Supplementary Listing Document

      Schedule 4
      Headline Categories for Financial Statements/ESG Information

      Annual Report
      Interim/Half-Year Report
      Quarterly Report
      Environmental, Social and Governance Information/Report

      Schedule 4A
      Headline Categories for Next Day Disclosure Returns

      Share Buyback
      Others

      Schedule 5
      Headline Categories for Debt and Structured Products

      Callable Bull / Bear Contracts (CBBC)

      Additional information — Exotic CBBC
      Adjustment to Terms and Conditions — CBBC
      Base Listing Document — CBBC
      Daily Trading Report — CBBC
      Expiry Announcement — CBBC
      Inside Information — CBBC
      Launch Announcement — CBBC
      Liquidity Provision Service — CBBC
      Market Disruption Event — CBBC
      Other — CBBC
      Pre-Listing Trading Report — CBBC
      Resumption — CBBC
      Supplemental Listing Document — CBBC
      Suspension — CBBC
      Trading Halt — CBBC
      Withdrawal of Listing — CBBC

      Derivative Warrants (DW)

      Additional Information — Exotic DW
      Adjustment to Terms and Conditions — DW
      Base Listing Document — DW
      Daily Trading Report — DW
      Expiry Announcement — DW
      Inside Information — DW
      Launch Announcement — DW
      Liquidity Provision Service — DW
      Market Disruption Event — DW
      Other — DW
      Pre-Listing Trading Report — DW
      Resumption — DW
      Supplemental Listing Document — DW
      Suspension — DW
      Trading Halt — DW
      Withdrawal of Listing — DW

      Equity Linked Instruments (ELI)

      Additional Information — Exotic ELI
      Adjustment to Terms and Conditions — ELI
      Base Listing Document — ELI
      Daily Trading Report — ELI
      Expiry Announcement — ELI
      Inside Information — ELI
      Launch Announcement — ELI
      Liquidity Provision Service — ELI
      Market Disruption Event — ELI
      Other — ELI
      Pre-Listing Trading Report — ELI
      Resumption — ELI
      Supplemental Listing Document — ELI
      Suspension — ELI
      Trading Halt — ELI
      Withdrawal of Listing — ELI

      Information regarding Structured Products Issuers

      Corporate Information — Structured Products Issuer
      Credit Rating — Structured Products Issuer
      Financial Disclosure or Report — Structured Products Issuer
      Inside Information — Structured Products Issuer
      Other — Structured Products Issuer

      Debt Securities

      Adjustment to Terms and Conditions — Debt Securities
      Financial Report — Debt Securities
      Formal Notice — Debt Securities
      Inside Information — Debt Securities
      Issuer-Specific Report — Debt Securities
      Offering Circular and Pricing Supplement — Debt Securities
      Other Debt Securities
      Overseas Regulatory Announcement — Debt Securities
      Prospectus — Debt Securities
      Redemption or Repurchase — Debt Securities
      Resumption — Debt Securities
      Suspension — Debt Securities
      Trading Halt — Debt Securities
      Withdrawal of Listing — Debt Securities

      Schedule 6

      Headline Categories for Application Proofs and Post Hearing Information Packs or PHIPs

      Application Proofs or related materials
      Post Hearing Information Packs or PHIPs or related materials

    • Content of a Comptent Person's Report for Petroleum Reserves and Resources

      (See rule 18A.20)

      The Competent Person's Report for Petroleum Reserves and Resources must include the following:—

      1.
      (1) Table of contents
      (2) Executive summary
      (3) Introduction:-
      (a) the Competent Person's terms of reference;
      (b) a statement by the Competent Person confirming his details including his full name, address, professional qualifications, expertise, years of experience, professional society affiliations, and membership details of a relevant Recognised Professional Organisation;
      (c) a statement by the Competent Person that he is independent of the Mineral Company, its directors, senior management, and advisers, in compliance with GEM Listing Rule 18A.22.
      (d) a description of the nature and source of any information used in the preparation of the Competent Person's Report including any limitations on the availability of information;
      (e) details of any information used in the preparation of the Competent Person's Report that was provided by the Mineral Company;
      (f) a statement that the Resources and Reserves have been substantiated by evidence (from a site visit, if appropriate) that:-
      (i) is supported by analyses; and
      (ii) takes account of information supplied to the Competent Person;
      (g) if a site visit has been undertaken, when the site visit was undertaken and by whom;
      (h) if a site visit has not been undertaken, a satisfactory reason as to why not;

      Note: It is for the Competent Person to determine whether or not a site visit is necessary.
      (i) the effective date of the estimates;
      (j) the effective date of the Competent Person's Report;
      (k) the Reporting Standard used in the Competent Person's Report, and an explanation of any departure from the relevant Reporting Standard;
      (l) abbreviated definitions of the categories of Reserves and Resources used in the Competent Person's Report.
      (4) Summary of Assets:-
      (a) a description or table of assets held by the Mineral Company including:-
      (i) the percentage ownership by the Mineral Company; and
      (ii) the gross and net acreage of the assets;
      (b) a summary of gross and net:-
      (i) Proved Reserves; and
      (ii) Proved Reserves plus Probable Reserves,
      (net of any revenue interest and/or entitlement interests, as appropriate) as of [date];
      (c) gross (100% of field) production profiles for:-
      (i) Proved Reserves; and
      (ii) Proved Reserves plus Probable Reserves (optional),
      (listed separately)
      (d) a summary of any upside in respect of Possible Reserves, Contingent Resources, and Prospective Resources (optional);
      (e) a summary of net present values ("NPVs") attributable to:-
      (i) Proved Reserves; and
      (ii) Proved Reserves plus Probable Reserves;

      including any caveats. This disclosure is optional.
      Note: Volumetric or monetary results of differing classes of Reserves and Resources with other classes must not be combined. Prospective Resources must not be summed (either to each other or to other classes).
      (5) Discussion:-
      (a) general description of the region's petroleum history;
      (b) details of the regional and basin generalized geology and evident petroleum system;
      (6) Field(s), licence(s) and asset(s):-
      (a) For each field, licence and asset (or a number of fields, licences, and assets), reporting shall be divided into four explicitly different sections:-
      (i) Reserves;
      (ii) Contingent Resources;
      (iii) Prospective Resources; and
      (iv) other assets material to the Mineral Company;
      Note: Examples of other assets material to a Mineral Company are: a pipeline which is not part of the producing assets facilities, an evacuation pipeline, or a petrochemical plant.
      (b) For each of 6(a)(i), (ii) and (iii) the following information must be provided, as applicable:-
      (i) the nature and extent of any rights to explore and extract hydrocarbons and a description of the properties to which those rights attach, including the duration and other principal terms and conditions of the concessions and any necessary licences and consents and the responsibility for any rehabilitation and/or abandonment costs;
      (ii) a description of geological characteristics including a stratigraphic column;
      (iii) the characteristics of the reservoir (including thickness, porosity, permeability, pressure, and any recovery mechanism), or that judged to be expected in the case of Prospective Resources;
      (iv) details of any exploration drilling including the depth of zone tested, rock formation encountered, and any liquids and/or gases encountered and/or recovered;
      (v) the date production commenced;
      (vi) details of any developments;
      (vii) details of any commercial risks for any Contingent Resources;
      (viii) details of any geological risk assessment for any Prospective Resources;
      (ix) the methods employed for exploration and/or extraction;
      (x) plans and maps for each field demonstrating any geological characteristics, platforms, pipelines, wells, bore holes, sample pits, trenches and similar characteristics;
      (xi) discussion on the field development plan;
      (xii) comments on plant and machinery including suitability and expected life capability in terms of rates, conditions, and costs of maintaining;
      (xiii) production schedules and the basis for any estimations;
      (xiv) comments on any production forecasts made by the Mineral Company; and
      (xv) a statement of:-
      (A) Proved Reserves;
      (B) Proved Reserves plus Probable Reserves;
      (C) Possible Reserves; (optional)
      including the method of estimation and the expected recovery factor;

      Note: Information on Possible Reserves must be stated separately and not combined with information on any other Reserves. A clear statement must be provided that any Possible Reserves are entirely excluded from any asset valuation or statement of Reserves.
      (7) Business:-
      (a) the general nature of the business of the Mineral Company, distinguishing between different activities which are material to the business having regard to the profits or losses, assets employed and any factors affecting the importance of the activity;
      (b) a statement about the Mineral Company's long term prospects;
      (c) an assessment of the technical staff employed by the Mineral Company;
      (d) any other factors that might affect value perceptions;

      Note: Examples of other factors that might affect value perceptions are transportation difficulties and marketing.
      (8) Economic evaluation:-

      If a Mineral Company provides an economic evaluation based on Discounted Cash Flow analyses, the following additional requirements should be complied with:-
      (a) separate NPVs must be calculated for:-
      (i) Proved Reserves; and
      (ii) Proved Reserves plus Probable Reserves; (optional)
      (b) the oil prices or gas prices used in forecast cases and constant cases must be clearly stated, including any discounts or premiums of quality, transportation, or logistics, if applicable;
      (c) a summary of the fiscal terms under which the licence(s) or permit(s) are held must be stated;
      (d) varying discount rates (including the weighted average cost of capital or the minimum acceptable rate of return that applies to the Mineral Company when the evaluation is made) or a fixed discount rate of 10% must be applied;
      (e) if the NPVs attributable to Reserves are disclosed, they are presented using a forecast price as a base case or using a constant price as a base case. Under the base case:-
      (i) any assumptions made by the Competent Person must be stated including:-
      (A) the cost inflation rate;
      (B) if applicable, the exchange rate;
      (C) the effective date; and
      (D) any salient fiscal terms and assumptions;
      (f) a table of NPV results for the Mineral Company's net economic interests must be included, which must not combine volumes or monetary conclusions for different categories;
      (g) sensitivity analyses for oil and gas prices, must be included, if appropriate, clearly stating the parameters chosen;
      (h) separate economic evaluation of plant and machinery must be included if not used in the extraction of Reserves;

      Note: Pipelines are an example of plant and machinery not used in the extraction of Reserves.
      (9) Social and Environmental:-

      Discussion on any social and/or environmental issues, which are relevant to the exploration or exploitation of the hydrocarbons must be included, if material.

      Note: Examples of social and environmental issues include difficulties of access, difficulties in laying pipelines, and special environmental concerns such as fishing grounds.
      (10) Basis of opinion:-
      (a) a statement that the Competent Person's Report has been prepared within the context of the Competent Person's understanding of the effects of petroleum legislation, taxation, and other regulations, that currently apply to assets;
      (b) a statement that the Competent Person is in a position to attest to the rights of the Mineral Company to explore, mine, or explore and mine, the relevant Resources and Reserves;
      (c) a statement that the Competent Person's Report is, and must remain, an independent opinion despite certain information used in the preparation of the Competent Person's Report having been given to it by the Mineral Company;
      (11) Illustrations — of sufficient clarity to graphically present the material within the text. Maps must include a geographical reference system and scale bar for clarity. Technical drawings must include a legend to explain features within the diagram.

    • Summary Form of Disclosure for Property Interests

      Types of Properities

      (E.g. properties for investments, for sale, held for development or under development)

      [Geographical region]

      Use and name/brief description of projects Total/Planned Gross Floor Area Leasable/Saleable area Number of rooms/units Number of car parking spaces Attributable to the group Terms of tenure (year of leasehold expiry) Construction commencement date (if under development) Year of completion/Expected completion date Development cost, where property is being developed (as required under rule 8.05(3)(e)) Average occupancy rate Average effective rent (as required under rule 8.05(2)) Attributable independent valuation as at [date]
      For example:                        
      Mixed use                        
      [Name of project]                        
       Residential                        
       Retail                        
       Office                        
      Hotel                        
      Office                        
      Residential                        
      Retail                        
      Serviced apartments                        

    • Environmental, Social and Governance Reporting Guide

      The Guide

      1. This Guide comprises two levels of disclosure obligations: (a) "comply or explain" provisions; and (b) recommended disclosures.
      2. An issuer must report on the "comply or explain" provisions of this Guide. If the issuer does not report on one or more of these provisions, it must provide reasons in its ESG report. The issuer is encouraged, but not required, to report on the recommended disclosures of this Guide. For guidance on the "comply or explain" approach, issuers may refer to the "What is "comply or explain"?" section of the Corporate Governance Code and Corporate Governance Report ("Corporate Governance Code") in Appendix 15 of the GEM Listing Rules.
      3. An issuer must disclose ESG information on an annual basis and regarding the same period covered in its annual report. An ESG report may be presented as information in the issuer's annual report, in a separate report, or on the issuer's website. Regardless of the format adopted, the ESG report should be published on the Exchange's website and the issuer's website. Where not presented in the issuer's annual report, the issuer should publish this information as close as possible to, and in any event no later than three months after, the publication of the issuer's annual report.

      Overall Approach

      4. This Guide is organised into two ESG subject areas ("Subject Areas"): Environmental (Subject Area A) and Social (Subject Area B). Corporate governance is addressed separately in the Corporate Governance Code.
      5. Each Subject Area has various aspects ("Aspects"). Each Aspect sets out general disclosures ("General Disclosures") and key performance indicators ("KPIs") for issuers to report on in order to demonstrate how they have performed.
      6. In addition to the "comply or explain" matters set out in this Guide, the Exchange encourages an issuer to identify and disclose additional ESG issues and KPIs, including recommended disclosures, that reflect the issuer's significant environmental and social impacts; or substantially influence the assessments and decisions of stakeholders. In assessing these matters, the issuer should engage stakeholders on an ongoing basis in order to understand their views and better meet their expectations.
      7. This Guide is not comprehensive and the issuer may refer to existing international ESG reporting guidance for its relevant industry or sector. The issuer may adopt international ESG reporting guidance so long as it includes comparable disclosure provisions to the "comply or explain" provisions set out in this Guide. The issuer may also consider obtaining assurance on its ESG report.
           ESG strategy and reporting
      8. The board has overall responsibility for an issuer's ESG strategy and reporting.
      9. In line with the Corporate Governance Code, the board is responsible for evaluating and determining the issuer's ESG-related risks, and ensuring that appropriate and effective ESG risk management and internal control systems are in place. Management should provide a confirmation to the board on the effectiveness of these systems.
      10. The ESG report should state the issuer's ESG management approach, strategy, priorities and objectives and explain how they relate to its business. It would be useful to discuss the issuer's management, measurement and monitoring system employed to implement its ESG strategy. An ESG report should also state which entities in the issuer's group and/or which operations have been included in the report. If there is a change in the scope, the issuer should explain the difference and reason for the change.

      Reporting Principles

      11. The following Reporting Principles underpin the preparation of an ESG report, informing the content of the report and how information is presented:
      (1) Materiality is the threshold at which ESG issues become sufficiently important to investors and other stakeholders that they should be reported.
      (2) Quantitative: KPIs need to be measurable. Targets can be set to reduce a particular impact. In this way the effectiveness of ESG policies and management systems can be evaluated and validated. Quantitative information should be accompanied by a narrative, explaining its purpose, impacts, and giving comparative data where appropriate.
      (3) Balance: The ESG report should provide an unbiased picture of the issuer's performance. The report should avoid selections, omissions, or presentation formats that may inappropriately influence a decision or judgment by the report reader.
      (4) Consistency: The issuer should use consistent methodologies to allow for meaningful comparisons of ESG data over time. The issuer should disclose in the ESG report any changes to the methods used or any other relevant factors affecting a meaningful comparison.

      Complementing ESG discussions in the Business Review Section of the Directors' Report

      12. Pursuant to rule 18.07A(2)(d), an issuer's directors' report for a financial year must contain a business review in accordance with Schedule 5 to the Companies Ordinance. The business review must include, to the extent necessary for an understanding of the development, performance or position of the issuer's business:
      (i) a discussion of the issuer's environmental policies and performance;
      (ii) a discussion of the issuer's compliance with the relevant laws and regulations that have a significant impact on the issuer; and
      (iii) an account of the issuer's key relationships with its employees, customers and suppliers and others that have a significant impact on the issuer and on which the issuer's success depends.
      This Guide should complement the content requirements of the directors' report, as it calls for issuers to disclose information in respect of specific ESG areas.

      Note: As regards "Subject Area A. Environmental", the upgrade of the KPIs to "comply or explain" will come into effect for issuers' financial years beginning on or after 1 January 2017.


      Subject Areas, Aspects, General Disclosures and KPIs
        "Comply or explain" Provisions Recommended Disclosures
      A. Environmental
      Aspect A1 :
      Emissions

      General Disclosure

      Information on:

      (a) the policies; and
      (b) compliance with relevant laws and regulations that have a significant impact on the issuer

      relating to air and greenhouse gas emissions, discharges into water and land, and generation of hazardous and non-hazardous waste.

      Note: Air emissions include NOx, SOx, and other pollutants regulated under national laws and regulations.

      Greenhouse gases include carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons and sulphur hexafluoride.

      Hazardous wastes are those defined by national regulations.

       
      KPI A1.1 The types of emissions and respective emissions data.
      KPI A1.2 Greenhouse gas emissions in total (in tonnes) and, where appropriate, intensity (e.g. per unit of production volume, per facility).
      KPI A1.3 Total hazardous waste produced (in tonnes) and, where appropriate, intensity (e.g. per unit of production volume, per facility).
      KPI A1.4 Total non-hazardous waste produced (in tonnes) and, where appropriate, intensity (e.g. per unit of production volume, per facility).
      KPI A1.5 Description of measures to mitigate emissions and results achieved.
      KPI A1.6 Description of how hazardous and non-hazardous wastes are handled, reduction initiatives and results achieved.
      Aspect A2:
      Use of Resources

      General Disclosure

      Policies on the efficient use of resources, including energy, water and other raw materials.

      Note: Resources may be used in production, in storage, transportation, in buildings, electronic equipment, etc.

       
      KPI A2.1 Direct and/or indirect energy consumption by type (e.g. electricity, gas or oil) in total (kWh in '000s) and intensity (e.g. per unit of production volume, per facility).
      KPI A2.2 Water consumption in total and intensity (e.g. per unit of production volume, per facility).
      KPI A2.3 Description of energy use efficiency initiatives and results achieved.
      KPI A2.4 Description of whether there is any issue in sourcing water that is fit for purpose, water efficiency initiatives and results achieved.
      KPI A2.5 Total packaging material used for finished products (in tonnes) and, if applicable, with reference to per unit produced.
      Aspect A3:
      The Environment and Natural Resources

      General Disclosure

      Policies on minimising the issuer's significant impact on the environment and natural resources.

       
      KPI A3.1 Description of the significant impacts of activities on the environment and natural resources and the actions taken to manage them.
      B. Social
      Employment and Labour Practices
      Aspect B1:
      Employment

      General Disclosure

      Information on:

      (a) the policies; and
      (b) compliance with relevant laws and regulations that have a significant impact on the issuer

      relating to compensation and dismissal, recruitment and promotion, working hours, rest periods, equal opportunity, diversity, anti-discrimination, and other benefits and welfare.

       














       
      KPI B1.1 Total workforce by gender, employment type, age group and geographical region.
      KPI B1.2 Employee turnover rate by gender, age group and geographical region.
      Aspect B2:
      Health and Safety

      General Disclosure

      Information on:

      (a) the policies; and
      (b) compliance with relevant laws and regulations that have a significant impact on the issuer

      relating to providing a safe working environment and protecting employees from occupational hazards.

       













       
      KPI B2.1 Number and rate of work-related fatalities.
      KPI B2.2 Lost days due to work injury.
      KPI B2.3 Description of occupational health and safety measures adopted, how they are implemented and monitored.
      Aspect B3:
      Development and Training

      General Disclosure

      Policies on improving employees' knowledge and skills for discharging duties at work. Description of training activities.

      Note: Training refers to vocational training. It may include internal and external courses paid by the employer.

       










       
      KPI B3.1 The percentage of employees trained by gender and employee category (e.g. senior management, middle management).
      KPI B3.2 The average training hours completed per employee by gender and employee category.
      Aspect B4:
      Labour Standards

      General Disclosure

      Information on:

      (a) the policies; and
      (b) compliance with relevant laws and regulations that have a significant impact on the issuer

      relating to preventing child and forced labour.

       











       
      KPI B4.1 Description of measures to review employment practices to avoid child and forced labour.
      KPI B4.2 Description of steps taken to eliminate such practices when discovered.
      Operating Practices
      Aspect B5:
      Supply Chain Management
      General Disclosure

      Policies on managing environmental and social risks of the supply chain.
       





       
      KPI B5.1 Number of suppliers by geographical region.
      KPI B5.2 Description of practices relating to engaging suppliers, number of suppliers where the practices are being implemented, how they are implemented and monitored.
      Aspect B6:
      Product Responsibility

      General Disclosure

      Information on:

      (a) the policies; and
      (b) compliance with relevant laws and regulations that have a significant impact on the issuer

      relating to health and safety, advertising, labelling and privacy matters relating to products and services provided and methods of redress.

       














       
      KPI B6.1 Percentage of total products sold or shipped subject to recalls for safety and health reasons.
      KPI B6.2 Number of products and service related complaints received and how they are dealt with.
      KPI B6.3 Description of practices relating to observing and protecting intellectual property rights.
      KPI B6.4 Description of quality assurance process and recall procedures.
      KPI B6.5 Description of consumer data protection and privacy policies, how they are implemented and monitored.
      Aspect B7:
      Anti-corruption

      General Disclosure

      Information on:

      (a) the policies; and
      (b) compliance with relevant laws and regulations that have a significant impact on the issuer

      relating to bribery, extortion, fraud and money laundering.

       











       
      KPI B7.1 Number of concluded legal cases regarding corrupt practices brought against the issuer or its employees during the reporting period and the outcomes of the cases.
      KPI B7.2 Description of preventive measures and whistle-blowing procedures, how they are implemented and monitored.
      Community
      Aspect B8:
      Community Investment

      General Disclosure

      Policies on community engagement to understand the needs of the communities where the issuer operates and to ensure its activities take into consideration the communities' interests.

       








       
      KPI B8.1 Focus areas of contribution (e.g. education, environmental concerns, labour needs, health, culture, sport).
      KPI B8.2 Resources contributed (e.g. money or time) to the focus area.