Investment Companies with Restricted Marketing
Applications for listing of units or shares in investment companies which are not marketed to the public in Hong Kong (including unit trusts, mutual funds or other collective investment schemes not authorised under the Code and pursuant to section 104 of the Securities and Futures Ordinance) may be considered under this Chapter subject to the following modifications and/or additional requirements:—(1) the investment company and the securities must, in the opinion of the Exchange, be suitable for listing and the Exchange must be satisfied that there is not likely to be significant public demand for the securities of the investment company because of either the nature of the investment company or the size of the minimum subscription and/or investment;(3) the Exchange must be satisfied that adequate arrangements have been made to ensure that the securities of the investment company will not be permitted to be marketed to the public in Hong Kong. This provision does not prohibit marketing to "professional persons" in Hong Kong;(4) the provisions of rule 21.04(6) will not apply;(5) the Exchange reserves the right to impose a minimum investment and/or minimum board lot size if it deems it necessary, by virtue of the nature of the investment company;(6) the investment company need not include a summary of the regulatory provisions in its place of incorporation or other establishment (see rule 19.10(3)) in its initial listing document;(7) the initial listing document need not be accompanied by a Chinese translation;(8) in addition to the provisions of rule 21.06 and rule 21.14(4), the initial listing document need not contain the information required by the following paragraphs of Part A of Appendix 1:—
35, 37, 38, 39 and such other paragraphs as the Exchange may agree, provided that in the case of an existing investment company the listing document must contain the latest published consolidated audited financial statements (including the accompanying notes thereto) and the auditors report thereon together with a statement by the directors of any material adverse change in the financial or trading position of the group since the date to which those accounts have been made up, or an appropriate negative statement;(9) any subsequent listing document must normally comply with requirement of Parts B and C of Appendix 1 (subject as provided in rules 21.06 and 21.07 and subject to the omission of such other paragraphs of that Appendix as the Exchange may agree on a case by case basis);(10) the Exchange may be prepared to agree such modifications to the Listing Agreement as it considers appropriate in particular case. Conversely, the Exchange may impose additional requirements in a particular case;(11) if the investment company is an overseas issuer then the Exchange will normally be prepared to waive the requirements of rule 19.05(3)(a), provided that adequate arrangement are made to have a share transfer agent in Hong Kong; and(12) the formal notice in Appendix 11 for listings under this rule shall be modified to note that listing documents will be available in Hong Kong for information only. A Chinese translation of the notice is, however, required.