• 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    • Form A [Repealed]

      [Repealed 1 January 2007]

    • Form B [Repealed]

      [Repealed 1 January 2007]

    • Form C [Repealed]

      [Repealed 1 January 2007]

    • Form D [Repealed]

      [Repealed 1 January 2007]

    • Form E [Repealed]

      [Repealed 1 January 2007]

    • Form F [Repealed]

      [Repealed 1 January 2007]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      (a) [Repealed 1 January 2009]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):

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      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]

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      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: . . . . . . . . . . . . . .