Entire Section

  • Practice Notes

    • PN3

      View Current PDFView Current PDF

      Question:

      In a case of transfer of listing from GEM to the Main Board, will the 3-year cooling period for spin-offs run from the listing on GEM or the listing on the Main Board?

      Answer:

      Practice Note 15 has been amended so that the 3-year cooling period runs from the original date of listing on GEM, instead of from the date of listing on Main Board pursuant to the transfer.

      See Note to Paragraph 3 of PN15.

      FAQ Series 5, FAQ No. 33
      LR reference: Main Board Rules Practice Note 15 / GEM Rules Practice Note 3
      Released on 2/5/2008

    • PN4

      View Current PDFView Current PDF

      Question:

      How should Mineral Companies disclose their specific risks and general risks in the listing document as required under Rule 18.05(5)?

      Answer:

      Mineral Companies should follow Guidance Note 7 to the Main Board Rule (GEM: Practice Note 4) on risks disclosure to the extent applicable, or ensure the risks disclosed in the listing document is no less than those set out in the Guidance/ Practice Note.

      GL52-13 Appendix 1, FAQ No. 8
      LR reference: Main Board Rules 18.05(5), Guidance Note 7 / GEM Rules 18A.05(5), Practice Note 4
      Released on 26/5/2010 (Updated in February 2020)

    • PN5

      View Current PDFView Current PDF

      Question:

      What is the Exchange's expected wording of the confirmation from an applicant's legal adviser in relation to the redactions of an Application Proof and a PHIP for publication of these documents?

      Answer:

      The Exchange expects the legal confirmation to follow the wording set out in paragraph 7 to Main Board Practice Note 22/ paragraph 6 to GEM Practice Note 5.

      FAQ Series 24, FAQ No. 10
      LR reference: Main Board Rules Paragraphs 6 to 8 to Practice Note 22, Guidance Letter HKEX-GL57-13 / GEM Rules Paragraph 5 to 7 to Practice Note 5, Guidance Letter HKEX-GL57-13
      Released on 26/7/2013

      Question:

      Should the sponsor and the applicant address all comments of the Exchange before the PHIP can be submitted for publication? How will an applicant know if all comments have been addressed?

      Answer:

      An applicant's directors should form their own view to conclude that the material comments raised by the Exchange have been addressed before a PHIP is published on the Exchange's website.

      FAQ Series 24, FAQ No. 14
      LR reference: Main Board Rules Paragraph 12 to Practice Note 22, Guidance Letter HKEX-GL57-13 / GEM Rules Paragraph 11 to Practice Note 5, Guidance Letter HKEX-GL57-13
      Released on 26/7/2013

      Question:

      If an applicant does not intend to book build or distribute a red herring prospectus before it publishes its prospectus, is it still required to publish a PHIP?

      Answer:

      Yes. The Rules require a PHIP to be published at the earliest practicable time upon receiving:-

      (i) a post hearing letter with a request for posting a PHIP from the Exchange (or an approval in principle with a request for posting a PHIP from the Commission in the case of a CIS applicant who is required to publish a PHIP); and
      (ii) the directors conclude that the material comments of the Exchange or the Commission (as the case may be) have been addressed.

      This requirement is applicable to all listing applicants and certain CIS applications, irrespective of whether their applications involve a public offer, distribution of red-herring prospectus or book-building.

      Please refer to paragraph 13 to Practice Note 22 of Main Board Rules (Paragraph 12 to Practice Note 5 of GEM Rules) for circumstances where applicants do not need to publish its PHIP.

      FAQ Series 24, FAQ No. 16
      LR reference: Main Board Rule Paragraph 12 to Practice Note 22 / GEM Rule Paragraph 11 to Practice Note 5
      Released on 3/9/2013 (updated in February 2020)

      Question:

      When an applicant resubmits a listing application, is it necessary to mark-up the Application Proof against:-

      •   the last Application Proof that was published on the Exchange's website; or
      •   the last draft listing document that was submitted to the Exchange for vetting?

      Answer:

      For publication purposes, any new Application Proof submitted through the Exchange's ESS to be published on Exchange’s website does not need to be marked-up against the last Application Proof that was published on the Exchange's website.

      For vetting purposes, upon re-submission of a listing application (e.g. upon lapse of the last listing application), the Application Proof that accompanies the application form (Form A1/ Form 5A) should be marked-up against the latest draft listing document to enable the Exchange's IPO vetting team to identify the changes made.

      FAQ Series 24, FAQ No. 17
      LR reference: Main Board Rule Paragraph 12 to Practice Note 22 / GEM Rule Paragraph 11 to Practice Note 5
      Released on 3/9/2013

      Question:

      Are listing applications in relation to spin-offs, dual listings, deemed new listings (reverse takeovers), or transfers from GEM to the Main Board required to comply with:

      (a) the “substantially complete” requirement under Main Board Rule 9.03(3); and
      (b) the requirement to publish Application Proofs on the Exchange's website?

      Answer:

      Yes. The Exchange may permit applicants to submit confidential filings. Please refer to Guidance Letter HKEX-GL57-13.

      FAQ Series 24, FAQ No. 5
      LR reference: Main Board Rules Paragraphs 18 and 19 to Practice Note 22 / GEM Rules Paragraphs 17 and 18 to Practice Note 5, Guidance Letter HKEX-GL57-13
      Released on 26/7/2013 (Updated in February 2020)

      Question:

      Under what circumstances will the Exchange consider a waiver from the publication requirements of the Application Proof?

      Answer:

      The Exchange or the Commission may waive or modify the publication requirements based on the facts and circumstances of the applicant. Applicants are encouraged to consult the Exchange at an early stage if they envisage any difficulties in complying with the requirements.

      In the case of a spin-off from an overseas listed parent, HKEX-GL57-13 paragraph A.12 sets out some of the factors which the Exchange or the Commission (as the case may be) will take into account when considering a waiver from the publication requirements but these factors are not meant to be exhaustive and applicants are encouraged to consult the Exchange at an early stage.

      FAQ Series 24, FAQ No. 6
      LR reference: Main Board Rules Paragraph 19 to Practice Note 22, Guidance Letter HKEX-GL57-13 / GEM Rules Paragraph 18 to Practice Note 5, Guidance Letter HKEX-GL57-13
      Released on 26/7/2013

      Question:

      Once an Application Proof is published on the Exchange's website, will it be removed if an applicant's application is subsequently returned?

      Answer:

      Yes. An applicant's Application Proof will be removed from the Exchange's website upon completion of all the review procedures for the return decision or the time for invoking such review has lapsed.

      All information relating to the applicant originally under the "Active" status mark on the Exchange's website will be removed, and the Exchange's website will only publish the name of the applicant and its sponsor, and the date of the return.

      FAQ Series 24, FAQ No. 11
      LR reference: Main Board Rules Paragraph 21 to Practice Note 22, Guidance Letter HKEX-GL57-13 / GEM Rules Paragraph 20 to Practice Note 5, Guidance Letter HKEX-GL57-13
      Released on 26/7/2013

      Question:

      Will the details of a Returned Application be removed from the Exchange's website when the application is re-submitted subsequently?

      Answer:

      No. In particular, the name of the applicant and its sponsor, and the date of the return will not be removed from the Exchange's website even if the application is subsequently re-submitted.

      FAQ Series 24, FAQ No. 12
      LR reference: Main Board Rule Paragraph 21 to Practice Note 22 / GEM Rules Paragraph 20 to Practice Note 5, Guidance Letter HKEX-GL57-13
      Released on 26/7/2013

    • PN6

      View Current PDFView Current PDF

      Question:

      What are the changes to the GEM Listing Rules?

      Answer:

      The changes to the GEM Listing Rules are summarised below:

        Existing New
      Minimum cash inflow from operating activities before changes in working capital for the two financial years immediately preceding the issue of the listing document HK$20 million in aggregate HK$30 million in aggregate
      Minimum market capitalisation at the time of listing HK$100 million HK$150 million
      Minimum public float value at the time of listing HK$30 million HK$45 million
      Post-IPO lock-up period on controlling shareholders No sales of shares for the first six month upon listing. Sales of shares in the next six months permitted but must retain control No sales of shares for the first year upon listing. Sales of shares in the next year permitted but must retain control
      Offering structure No restriction — subject to full disclosure in the listing document Mandatory public offering of at least 10% of the total offer size
      Placing to selected individuals Selected individuals are allowed to participate in the placing provided full disclosure is made in the listing document Placing to core connected persons, connected clients and existing shareholders, and their respective close associates requires waiver/ consent of the Exchange (similar to the relevant requirements under Appendix 6 to the Main Board Listing Rules and HKEX-GL85-16)
      Offering mechanism No specific requirement under GEM Listing Rules The allocation of offer shares between the public and placing tranches and the clawback mechanism to be in line with Practice Note 18 to the Main Board Rules

      FAQ Series N/A, FAQ No. 009-2017
      LR reference: GEM Rules 10.11A, 10.12(1A), 11.12A, 11.14(3), 11.23(2), 11.23(6), 11.23(9), 13.16A, PN6
      Released on 15/12/2017

      Question:

      How will the changes affect new listing applicants?

      Answer:

      New listing applicants will be affected by the following changes:

        Before the Rule Amendment Effective Date On and after the Rule Amendment Effective Date
      GEM listing applicants Applications will be processed under the Main Board or GEM Listing Rules in force immediately before the Rule Amendment Effective Date, with only one renewal of such applications permitted thereafter Applications will be processed under amended GEM Listing Rules (see FAQ No. 009-2017) and any subsequent GEM transfer applications will be processed under the amended Main Board Listing Rules (see FAQ No. 010-2017)
      Main Board listing applicants Applications will be processed under amended Main Board Listing Rules (see FAQ No. 010-2017)

      FAQ Series N/A, FAQ No. 012-2017
      LR reference: Main Board Rules 9A.01A / GEM Rules 10.11A, 10.12(1A), 11.12A, 11.14(3), 11.23(2), 11.23(6), 11.23(9), 13.16A, PN6
      Released on 15/12/2017