Entire Section

  • Documentary Requirements — Applications by Listed Issuers

    • 12.26A

      Rules 12.26B to 12.27 set out the documentary requirements for applications for the listing of equity securities by listed issuers.

    • At the time of application for listing (12.26B)

      • 12.26B

        The following documents, as applicable, must be lodged with the Exchange together with the listing application in accordance with rule 12.16:—

        (1) such number of copies of drafts or proofs of the listing document as the Exchange may require, marked in the margin to indicate where the relevant provisions of the GEM Listing Rules and/or the Companies (Winding Up and Miscellaneous Provisions) Ordinance have been met;
        (2) if the listing document contains an accountants' report, a draft of any statement of adjustments relating to the accountants' report;
        (3) if the listing document contains a profit forecast (see rules 14.28 to 14.31), a draft of the board's profit forecast memorandum with principal assumptions, accounting policies and calculations for the forecast; and
        (4) for issue of new warrants to existing warrant holders, a legal opinion, from a lawyer of the relevant jurisdiction, confirming that the warrant proposal complies with the relevant provisions of the issuer's constitutive documents and the terms of the existing warrant instrument (see rule 21.07(7)).

    • Before bulk-printing of the listing document (12.26C)

      • 12.26C

        If the listing document contains a statement as to the sufficiency of working capital, a letter from the issuer's financial advisers or auditors must be submitted to the Exchange before bulk-printing of the listing document, confirming that:

        (1) the statement has been made by the directors after due and careful enquiry; and
        (2) persons or institutions providing finance have stated in writing that such facilities exist.

    • On or before the date of issue of the listing document (12.26D)

      • 12.26D

        The following documents must be submitted to the Exchange on or before the date of issue of the listing document:

        (1) every written undertakings from the listed issuer, its shareholders and/or other relevant parties to the Exchange referred to in the listing document; and
        (2) [Repealed 1 March 2019]
        (3) if the listed issuer proposes to issue a listing document of the type referred to in rule 6A.36 within the minimum period referred to in rule 6A.19 or any period fixed for the purposes of rule 6A.20, the signed declaration in the form set out in Appendix 7J as referred to in rule 6A.35.

    • In case of a listing document constituting a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (12.26E)

      • 12.26E

        If the listing document constitutes a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the following documents must be submitted to the Exchange:

        (1) at least 10 business days before the proposed date of registration of the prospectus by the Registrar of Companies, notice of the proposed date of registration of the prospectus (see rule 15.09);
        (2) by 11 a.m. on the intended date of authorisation for registration of the prospectus,
        (a) an application for authorisation for registration of the prospectus under section 38D(3) or section 342C(3) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (as the case may be);
        (b) two printed copies of the prospectus, duly signed in accordance with section 38D(3) or section 342C(3) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (as the case may be) and having endorsed thereon or annexed thereto the documents required under the relevant section;
        (c) in respect of a Chinese translation of the prospectus, a certificate issued by the translator certifying that the Chinese translation of the English version of the prospectus is true and accurate or in respect of an English translation of the prospectus, a certificate issued by the translator certifying that the English translation of the Chinese version of the prospectus is true and accurate; and in either case, a certificate issued by the issuer certifying that the translator is competent to have given the certificate as to translations in respect of the prospectus documents; and
        (d) any power of attorney or other authority under which the prospectus is signed, together with a certified copy thereof.
        (3) [Repealed 1 March 2019]

    • Before dealings commence (12.27)

      • 12.27

        The following documents must be submitted to the Exchange before dealings commence:—

        (1) [Repealed 25 June 2007]
        (2) [Repealed 2 November 2009]
        (3) [Repealed 1 March 2019]
        (4) [Repealed 1 March 2019]
        (5) [Repealed 1 March 2019]
        (6) in the case of the placing by a listed issuer of a class of securities new to listing:
        (a) a copy of the placing letter and separate marketing statements in the form set out in Appendix 5D signed by each of: (i) the lead broker; (ii) any distributors; and (iii) any Exchange Participant referred to in that Appendix; and
        (b) a list from each placing broker setting out the names, addresses and identity card or passport numbers (in the case of individuals) and the names, addresses and registration numbers (in the case of companies) of all its placees, the names and addresses of the beneficial owners (in the case of nominee companies) and the amounts taken up by each of its placees. Such lists may be supplied directly to the Exchange by each placing broker in order to maintain confidentiality.
        In the case of the placing by a listed issuer of a class of securities al listed, the Exchange may require the issuer to submit information on the placees for the purpose of establishing their independence (see also rule 17.30(7));
        (7) if required, a declaration from the security printers responsible for production of bearer documents of title in accordance with paragraph 24 of Part B of Appendix 2;
        (8) any fee which is payable and which has not previously been paid (see Appendix 9); and
        (9) the completed company information sheet, in the prescribed form set out in Appendix 5F, submitted in the electronic format specified by the Exchange from time to time, for publication on the GEM website.