Entire Section

  • 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.