An issuer must be duly incorporated or otherwise established under the laws of the place in which it is incorporated or otherwise established and must be in conformity with those laws and its memorandum and articles of association or equivalent documents.
An issuer (except in the case of a guaranteed issue) must not be a private company within the meaning of section 11 of the Companies Ordinance or equivalent legislation of the jurisdiction in which it is incorporated or established.
An issuer must be suitable to handle or capable of issuing and managing a structured product issue and listing. In assessing the suitability or capability of an issuer the Exchange will have regard to, inter alia, its previous experience in issuing and managing the issue of other similar instruments and whether it has satisfactory experience to manage the potential obligations under the structured product issue. Where listing of non-collateralised structured products is sought the Exchange will consider the issuer's risk management systems and procedures.
An issuer of non-collateralised structured products must have a net asset value (i.e. the aggregate of share capital and reserves) of not less than HK$2 billion as set out in its latest published audited financial statements and interim financial report which an issuer is required to submit to the Exchange in accordance with rule 15A.21. An issuer shall maintain a net asset value of HK$2 billion whilst any non-collateralised structured product issued by it is listed on the Exchange. An issuer shall inform the Exchange immediately if its net asset value falls below HK$2 billion.
An issuer of non-collateralised structured products must also:-(1) have a credit rating which is one of the top three investment grades awarded by a credit rating agency recognized by the Exchange. A credit rating which is presently of such grade but which is under review for possible downgrading to less than such grade will not be regarded as fulfilling this criteria; or(2) be regulated by the Hong Kong Monetary Authority or an overseas regulatory authority acceptable to the Exchange, or(3) be regulated by the Commission for the conduct of the business of dealing in securities in Hong Kong (Note), or
Note: Corporations which have been either:(a) licensed or registered under section 116(1) or 119(1) of the Securities and Futures Ordinance; or(b) registered as a securities dealer under the repealed Securities Ordinance, and deemed to be licensed or registered under section 116(1) or 119(1) of the Securities and Futures Ordinance;are required to notify the Intermediaries Supervision Department of the Commission as soon as possible of their intention to issue any structured products and to give to the Commission as much detail of the proposed issue as is available at the time of notification. A copy of such notification must be given to the Exchange before the Exchange will consider any application for listing structured products.(4) be a government or state, or a body which is backed by the full faith and credit of a government or state.
Where an issuer fails to satisfy the criteria in rules 15A.12 or 15A.13 the Exchange may accept an arrangement whereby the issuer's obligations arising under the non-collateralised structured products are unconditionally and irrevocably guaranteed or otherwise secured ("guaranteed") by another legal person (the "guarantor") which meets the criteria in rules 15A.12 and 15A.13.
The issuer will be required to sign a Listing Agreement in a form prescribed and provided by the Exchange before the launch of its first structured product to be listed on the Exchange.