Part A — Contents of Listing Documents where listing is sought for equity securities of a PRC issuer no part of whose share capital is al listed on the Exchange (19A.41-19A.42)
References to directors or proposed directors in paragraphs 13, 28(1), 33(2), 41, 45(1), 46(1), 46(2), 46(3), 47(1), 47(2) and 49(1) in Part A of Appendix 1 shall also mean and include supervisors and proposed supervisors, as appropriate.
Note: For purposes of applying paragraph 45(1) to each supervisor of a PRC issuer, paragraph 45(1) should be interpreted as if Part XV of the Securities and Futures Ordinance applied to such persons to the same extent as directors.
Part A of Appendix 1 is further supplemented by adding below paragraph 53 thereof, but before the Notes thereto, the following new caption heading and new paragraphs 54 to 65:
"Additional information on PRC issuers
54. 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 issuer's share issue plan which was approved at the inaugural meeting or any shareholders' meeting of the 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 the China Securities Regulatory Commission 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 future plans, prospects and financial condition (including profit forecast, if any) if such issue or placing of securities is not being 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 such as the Securities Trading Automated Quotation System (証券交易自動報價系統) 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% or more of the existing 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.
55. Where any securities of the PRC issuer are al 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 such as the Securities Trading Automated Quotation System (証券交易自動報價系統) in the PRC;
(3) a breakdown of the PRC issuer's shares al issued; and
(4) information concerning each legal person or individual holding such securities constituting 10% 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.
56. 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).
57. Particulars of the legal form(s) and enabling PRC law under which the PRC issuer operated at any time during the trading record period under rule 8.05 and prior to its conversion into a joint stock limited company.
58. 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-emption 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.
59. 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 PRC issuer is or expects to be subject to the PRC Sino-Foreign Joint Venture Law (中外合資經營企業法).
60. Particulars of the tax rates applicable to the PRC issuer's income or profits during the trading record period under rule 8.05 and in the next three years, including any preferential tax rates or exemptions.
61. 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.
62. 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 19A.52.
63. 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 People's Republic of China ("PRC"). Potential investors in the Company should be aware of the differences in the legal, economic and financial systems between the mainland of the PRC and Hong Kong and that there are different risk factors relating to investment in PRC-incorporated businesses. Potential investors should also be aware that the regulatory framework in the PRC is different from the regulatory framework in Hong Kong 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 __________ ."
64. The risk factors section shall include, among other things, a brief summary of: (a) the relevant PRC laws and regulations;
(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.
65. 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% 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."