Chapter 12

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Question:

When can an applicant, including a biotech company, be permitted to confidentially file its application proof?

Answer:

Please refer to Paragraph 18 of Practice Note 22 and paragraph A10 of guidance letter HKEX-GL57-13 for conditions when a confidential filing may be considered.

Where the Exchange grants a waiver of Rule 12.01A, the applicant should note the following:

(i) where the listing application and related documents (including the application proof) submitted are not considered substantially complete under Rule 9.03(3), it will be returned and subject to the review procedures and ultimate consequence of listing application being delayed for not less than eight weeks;
(ii) a draft application proof in Chinese is not required to be published on the Exchange's website; and
(iii) compliance with the requirement for the issuance of post hearing information pack does not change.

FAQ Series N/A, FAQ No. 042-2018
LR reference: Main Board Rules 12.01A
Released on 24/8/2018

Question:

The Application Proof is usually revised several times during the vetting process. Is an applicant required to publish all proofs of the listing document on the Exchange's website?

Answer:

No. An applicant is only required to publish three versions of the listing document: (i) its Application Proof, which is the draft listing document submitted with a listing application form; (ii) its PHIP; and (iii) the final listing document on the Exchange's website.

FAQ Series 24, FAQ No. 1
LR reference: Main Board Rules 12.01A and 12.01B / GEM Rules 16.01A and 16.01B
Released on 26/7/2013 (Updated in February 2020)

Question:

What are the facilitative measures for GEM transfer applicants after the removal of the GEM streamlined process?

Answer:

Facilitative measures are as follows:

(a) Dispensation from the following requirements for GEM transfer applicants which follow Chapter 9 application procedures (see new Main Board Rule 9A.03(1A) and Main Board Rule 9A.03(1B)):
 
- Main Board Rule 9.11(17a): production of certificate of incorporation;
- Main Board Rule 9.11(30): production of a HKSCC notice that the securities to be listed are Eligible Securities; and
- Main Board Rule 12.01B: publication of Post Hearing Information Pack requirement.
(b) Dispensation from the post-IPO lock-up on controlling shareholders requirement is maintained (Main Board Rule 10.07(4)), provided that any plan by the controlling shareholders of the issuer to dispose of their interests in the issuer in the next 12 months has been prominently disclosed in the listing document.
(c) Dispensation from the restriction on post-listing fund-raising is maintained (Main Board Rule 10.08(5)), provided that any plan to raise funds within six months from the date of the transfer of the issuer's listing to the Main Board has been prominently disclosed in the listing document.
(d) Dispensation from the compliance adviser requirement under Main Board Rule 3A.19 is maintained (Main Board Rule 9A.13 and new Main Board Appendix 28, paragraph 16).
(e) The GEM delisting procedures under Chapter 9 of the GEM Rules do not apply to GEM transfer applications.

FAQ Series N/A, FAQ No. 018-2017
LR reference: Main Board Rules 3A.19, 9.11(17a), 9.11(30), 9A.13, 10.07(4), 12.01B / GEM Rule 9.20
Released on 15/12/2017

Question:

When does a new applicant need to publish an OC Announcement (as defined in Rule 1.01 (GEM Rule 1.01)) and what is the content requirement of such announcement?

Answer:

The requirement to publish an OC Announcement only applies to a placing involving bookbuilding activities in connection with a New Listing (Refer to Rule 3A.32(1)(a)(i) (GEM Rule 6A.39(1)(a)(i)).

Publication of an OC Announcement is required:

(i) on the same date as the new applicant files the listing application (Note) and publishes the Application Proof (or in the case of a listing of interests in a REIT, on the same date as it files an authorisation application with the Commission and publishes the Application Proof) (“Submission of the Application”).

A new applicant that is allowed to make a confidential filing under the Listing Rules is required to publish an OC Announcement on the same date as it publishes its PHIP instead. For the avoidance of doubt, the OC Announcement shall be published immediately after and on the same date as the publication of the Application Proof (or PHIP, where applicable). Such OC Announcement shall set out the name(s) of all overall coordinator(s) appointed by the new applicant as at the date of the announcement;
(ii) each time an additional overall coordinator is appointed after the Submission of the Application. In such a case, the OC Announcement shall be published as soon as practicable after the appointment is made and in any event no later than the first business day after the date of the appointment (which appointment shall be no later than the 14th day after the date of Submission of the Application). Each OC Announcement shall disclose the appointment and set out the name(s) of all overall coordinator(s) appointed by the new applicant as at the date of the announcement; and
(iii) each time the appointment of an overall coordinator is terminated after the Submission of the Application (or after the publication of the first OC Announcement for applicants allowed to make a confidential filing). In such circumstances, the OC Announcement shall be published as soon as practicable after the termination takes place, and is expected to be published no later than the first business day after the date of the termination of the appointment. Each such OC Announcement shall disclose the termination and set out the name(s) of all overall coordinator(s) that remain appointed by the new applicant as at the date of the announcement.

For the purpose of publication on the Exchange’s website, an OC Announcement must, among other things, be accompanied by appropriate disclaimer and warning statements and not contain any information regarding the proposed offering or other information that would result in it being deemed as (i) a prospectus under section 2(1) of the Companies (Winding Up and Miscellaneous Provisions) Ordinance as amended from time to time (Cap. 32) (“CWUMPO”); (ii) an advertisement under section 38B(1) of the CWUMPO; or (iii) an invitation to the public in breach of section 103(1) of the SFO, as stipulated under paragraphs 4(d) and 5A of Practice Note 22 (paragraphs 3(d) and 4A of Practice Note 5 of the GEM Rules).

Also, for the avoidance of doubt, while intermediaries appointed may be awarded titles such as “global coordinator”, “bookrunner”, “lead manager”, etc., if they fall within the definition of “overall coordinators” under the Rule Amendments by virtue of the activities they conduct or are engaged to conduct, each OC Announcement shall clearly identify them as “overall coordinators”, in addition to any other titles of these intermediaries which the new applicant may intend to disclose in the OC Announcement.

Note: This includes a re-filing of a listing application.

FAQ 077-2022, FAQ No. 15
LR reference: Main Board Rules 2.07C(6)(a), 3A.37, 3A.41(2), 9.08(2), 12.01C, Practice Note 22 / GEM Rules 16.19(1), 6A.44, 6A.46(2),12.10(2), 16.01C, Practice Note 5
Released on 22/4/2022

Question:

What should a new applicant do if it failed to publish an OC Announcement at the prescribed timing under the Listing Rules?

Answer:

The new applicant shall publish the OC Announcement as soon as practicable and clearly state the following in the announcement:

(i) when the OC Announcement should have been published under the Listing Rules;
(ii) the reasons for the delay in publication;
(iii) and that the Exchange may take action in respect of the new applicant’s listing application on the breach of the relevant Listing Rule.

FAQ 077-2022, FAQ No. 16
LR reference: Main Board Rules 2.07C(6)(a), 3A.37, 3A.41(2), 9.08(2), 12.01C, Practice Note 22 / GEM Rules 16.19(1), 6A.44, 6A.46(2), 12.10(2), 16.01C, Practice Note 5
Released on 22/4/2022

Question:

Does a new applicant need to publish an OC Announcement on an appointment or termination of an overall coordinator that takes place before the submission of its listing application?

Answer:

No, the obligation to publish an OC Announcement arises only when a new applicant submits a listing application. See FAQ No. 15.

However, the new applicant is required to notify the Exchange in writing, as soon as practicable, of a termination of an overall coordinator that takes place before the submission of the listing application, and provide the information required under Rule 3A.41(1) (GEM Rule 6A.46(1)) to the Exchange.

Note: A new applicant that is allowed to make a confidential filing under the Listing Rules is not required to publish the first OC Announcement on the same date as it files the listing application and publishes the Application Proof. Instead, such new applicant shall publish its first OC Announcement on the same date as it publishes its PHIP.

FAQ 077-2022, FAQ No. 17
LR reference: Main Board Rules 2.07C(6)(a), 3A.37, 3A.41, 9.08(2), 12.01C, Practice Note 22 / GEM Rules 16.19(1), 6A.44, 6A.46, 12.10(2), 16.01C, Practice Note 5
Released on 22/4/2022

Question:

Does a listed issuer need to publish an OC Announcement on an appointment or termination of an overall coordinator in relation to the placings other than in connection with a New Listing?

Answer:

No, the requirement for publication of an OC Announcement only applies to a new applicant effecting a placing involving bookbuilding activities in connection with a New Listing and does not apply to an offering by a listed issuer under Rule 3A.32(1)(a)(ii) or 3A.32(1)(b) (GEM Rule 6A.39(1)(a)(ii) or 6A.39(1)(b)).

However, in an offering by a listed issuer under Rule 3A.32(1)(a)(ii) or 3A.32(1)(b) (GEM Rule 6A.39(1)(a)(ii) or 6A.39(1)(b)), it is required to notify the Exchange of the termination of an overall coordinator in writing as soon as practicable under Rule 3A.41(1) (GEM Rule 6A.46(1)).

FAQ 077-2022, FAQ No. 18
LR reference: Main Board Rules 2.07C(6)(a), 3A.37, 3A.41, 9.08(2), 12.01C, Practice Note 22 / GEM Rules 16.19(1), 6A.44, 6A.46, 12.10(2), 16.01C, Practice Note 5
Released on 22/4/2022

Question:

(i) Where will OC Announcements be posted?
(ii) Do OC Announcements need to be pre-vetted by the Exchange prior to publication?
(iii) What are the publication requirements for OC Announcements?

Answer:

(i) OC Announcements will be posted on the “New Listings” page of the HKEXnews website.
(ii) No
(iii) As in the case of publication of Application Proofs and PHIPs, a new applicant shall submit the OC Announcement through HKEx-ESS for publication on the Exchange’s website, and is not required to publish the OC Announcement on its own website.
FAQ 077-2022, FAQ No. 19
LR reference: Main Board Rules 2.07C(6)(a), 3A.37, 3A.41, 9.08(2), 12.01C, Practice Note 22 / GEM Rules 16.19(1), 6A.44, 6A.46, 12.10(2), 16.01C, Practice Note 5
Released on 22/4/2022

Question:

A new applicant has submitted a listing application before the Effective Date, which remains valid as at the Effective Date. If the new applicant appoints or terminates the engagement of an overall coordinator after the Effective Date, does it need to publish an OC Announcement?

Answer:

In the scenario described, the new applicant will not be required to publish an OC Announcement on the appointment or termination of the engagement of an overall coordinator that takes place after the Effective Date, as the Rule Amendments are not applicable to listing applications submitted prior to the Effective Date. For example, if a new applicant submits a listing application 1 week before the Effective Date, it will not be required to publish an OC Announcement in respect of the appointment of an overall coordinator during the 2-week period following the submission date of the listing application (even if such appointment takes place in the first week following the Effective Date).

In the event the new applicant re-files a listing application on or after the Effective Date, it will need to comply with the applicable Rule Amendments, including those in relation to the publication of OC Announcements.

FAQ 077-2022, FAQ No. 22
LR reference: Main Board Rules 2.07C(6)(a), 3A.37, 3A.41(2), 9.08(2), 12.01C, Practice Note 22 / GEM Rules 16.19(1), 6A.44, 6A.46(2), 12.10(2), 16.01C, Practice Note 5
Released on 22/4/2022

Question:

Will IPO allotment results continue to be published in newspapers?

Answer:

Main Board Listing Rule 12.08 (GEM Listing Rule 16.13) requires issuers to publish "an announcement of the results of the offer" and "the basis of allotment of the securities". This information should be published on the HKEX website via the e-Submission System. There is no longer a requirement in the Main Board or GEM Listing Rules to publish the information required by Listing Rule 12.08 (GEM Listing Rule 16.13) in full as a paid advertisement in newspapers except where the issuer does not maintain its own website.

The information described by Listing Rule 12.08 (GEM Listing Rule 16.13) does not extend to publication of a full list of the allotment of securities to each and every applicant ("full IPO allotment results"). As a matter of market practice, to help ensure that the commencement of trading will take place in an orderly fashion, some issuers choose to publish a full list of successful applicants in newspapers. Other applicants choose to make use of internet or telephone based systems to provide an avenue for communication of the outcome of applications.

Implementation of Electronic Disclosure will not change the options available to applicants and we expect some applicants will opt for publication of a full IPO allotment result announcement in the newspapers.

FAQ Series 3, FAQ No. 65
LR reference: Main Board Rules 12.08 / GEM Rules 16.13
Released on 22/3/2007 (Updated on 7/3/2011)

Question:

Under the Paperless Listing and Subscription Regime, what types of listing documents should be published solely in an electronic format?

Answer:

Listing documents in respect of the following should be published solely in an electronic format under the Paperless Listing and Subscription Regime:

- initial public offerings of equities, stapled securities, depositary receipts and collective investment schemes;
- public offerings of debt securities;
- listings by introduction; and
- transfers of listing from GEM to the Main Board.

FAQ Series N/A, FAQ No. 075-2021
LR reference: Main Board Rules 12.11, 20.19A, 25.19A / GEM Rules 16.04C, 29.21A
Released on 18/6/2021

Question:

Under the Paperless Listing and Subscription Regime, what types of subscriptions should be made through electronic channels and what types of subscriptions should continue to be made in paper form?

Answer:

Subscriptions in respect of the following should be made through electronic channels under the Paperless Listing and Subscription Regime:

- initial public offerings of equities, stapled securities, depositary receipts and collective investment schemes;
- any other transactions which involve such public offerings (e.g transfers of listing from GEM to the Main Board); and
- preferential offerings (such as employee offerings and assured entitlement offerings to qualified shareholders).

The Listing Rule changes will not affect the existing subscription channels for the following items, and (where appropriate) paper application forms can continue to be used:-

- Mixed Media Offers;
- public offerings of debt securities; and
- investments in structured products listed under Chapter 15A of the Main Board Rules.

FAQ Series N/A, FAQ No. 075-2021
LR reference: Main Board Rules 12.11, 20.19A / GEM Rule 16.04C
Released on 18/6/2021 (Updated on 23/09/2021)

Question:

In respect of public offerings of equity and collective investment schemes, how may investors subscribe for new securities electronically under the Paperless Listing and Subscription Regime?

Answer:

For public offerings of equity and collective investment schemes, investors may subscribe for new securities through the following electronic subscription channels:

(i) eIPO online platform operated by issuer’s share registrar; or
(ii) the EIPO service offered by the Central Clearing and Settlement System (CCASS): either by instructing brokers or custodians to give electronic application instructions on their behalf or by giving electronic application instructions to Hong Kong Securities Clearing Company Limited through CCASS.

FAQ Series N/A, FAQ No. 075-2021
LR reference: Main Board Rules 12.11, 20.19A / GEM Rule 16.04C
Released on 18/6/2021

Question:

What is the effective date of the Listing Rule changes on the Paperless Listing and Subscription Regime? Do the changes only apply to listing applications submitted on or after the effective date of 5 July 2021?

Answer:

The changes in the Listing Rules on the Paperless Listing and Subscription Regime will take effect on 5 July 2021. The changes apply to listing documents published on or after 5 July 2021, regardless of the date of submission of the relevant listing applications. Accordingly, listing applications with listing documents expected to be published on or after that date will be affected and their listing documents should be made available solely in electronic format.

FAQ Series N/A, FAQ No. 075-2021
LR reference: Main Board Rules 12.11, 20.19A, 25.19A / GEM Rules 16.04C, 29.21A
Released on 18/6/2021

Question:

Is there any transitional period for the Listing Rule changes on the Paperless Listing and Subscription Regime?

Answer:

There is no transitional period for the relevant changes of the Listing Rules. However, those changes do not apply to Mixed Media Offers.

FAQ Series N/A, FAQ No. 075-2021
LR reference: Main Board Rules 12.11, 20.19A, 25.19A / GEM Rules 16.04C, 29.21A
Released on 18/6/2021

Question:

Where and for how long should electronic listing documents be published?

Answer:

Issuers should publish electronic listing documents on both the HKEX website (through EPS) and the issuer’s own website and on a continuous basis. There is no time limit on the length of time listing documents should remain online.

FAQ Series N/A, FAQ No. 075-2021
LR reference: Main Board Rules 12.11, 20.19A, 25.19A / GEM Rules 16.04C, 29.21A
Released on 18/6/2021

Question:

What is a Mixed Media Offer or MMO?

Answer:

Mixed Media Offer or MMO is an offer process where an issuer or a collective investment scheme (CIS) issuer distributes paper application forms for public offers of certain securities* so long as the prospectus is available on the HKEX website or the issuer/CIS issuer's websites.

The Class Exemption Notice sets out the conditions an offeror must comply with in a Mixed Media Offer. The SFC will impose similar conditions on CIS issuers who intend to conduct a Mixed Media Offer with regards to interests in SFC-authorised CISs that are / or will be listed on the Exchange.

*"Securities" refer to shares of or debentures in a company and SFC-authorised CISs.

HKEX-GL81-15, FAQ No. 1
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010 (Updated in July 2015)

Question:

Who may conduct an MMO?

Answer:

Any offeror intending to conduct a public offer of:

(a) shares of a company (including an investment company under Chapter 21 of the Main Board Rules) listed or to be listed on the Exchange;
(b) debentures of a company listed or to be listed on the Exchange, and
(c) interests in CISs listed or to be listed on the Exchange and authorised by the SFC under section 104 of the Securities and Futures Ordinance (SFO).

HKEX-GL81-15, FAQ No. 2
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010

Question:

What existing practice does the MMO aim to change?

Answer:

The market has developed a practice of printing large quantities of printed prospectuses copies for distribution at points where printed application forms are distributed, even though e-prospectuses are available online. Many of these copies are not taken up and end up as trash.

Under an MMO option, an offeror who complies with the conditions of the Class Exemption Notice (see FAQ No. 15 to 19 under HKEX-GL81-15), or obtains a waiver from the SFC, may distribute printed application forms even though each application form is not accompanied by a printed prospectus.

HKEX-GL81-15, FAQ No. 3
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010

Question:

How to ensure investors who have no access to the internet can access the prospectus before they apply for subscription under an MMO?

Answer:

FAQ No. 7 under HKEX-GL81-15 sets out where investors can get a copy of the printed prospectus.

Investors will continue to obtain a free copy of the printed prospectus from specified locations (e.g. at designated branches of receiving banks or the principal place of business of the sponsors) upon request. Also, at least three copies of the printed prospectus will be available for inspection at every location where the paper application forms are distributed.

HKEX-GL81-15, FAQ No. 4
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010 (Updated in July 2015)

Question:

What is the difference between MMO and ePO?

Answer:

Both the MMO and ePO Guidelines aim to facilitate wider use and acceptance of electronic listing documents. The MMO proposal aims to facilitate distribution of electronic listing documents whilst applications continue to be accepted in paper form. The ePO Guidelines published by the SFC in April 2003 aim to facilitate electronic submission of applications during a public offer but do not deal with whether the prospectus is otherwise required to be distributed in printed or electronic form.

Under the ePO Guidelines, the internet (or other electronic means) is used to display or provide access to prospectuses, application forms and/or to collect applications or application instructions from the public (applicants) during an initial public offering or a follow-on public offering.

The MMO involves allowing a printed application form for the relevant securities to be issued without being accompanied by printed prospectus if certain conditions are met.

MMO and ePO complement each other and are not mutually exclusive.

HKEX-GL81-15, FAQ No. 5
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010

Question:

(a) How and when an investor may request a printed prospectus?
(b) How quickly will a printed prospectus be made available to an investor upon request?
(c) What is the quality of such printed prospectus?

Answer:

(a) Any member of the public may, during the offer period during normal business hours, obtain a printed prospectus, free of charge, at any location specified in the announcements notifying the public of the adoption of an MMO.
(b) A printed prospectus must be made available to a member of the public upon request within four business hours.
(c) The printed prospectus that is provided may be a stapled copy from a photocopy machine which is in black and white, grey-scale or colour. Where it is a black and white or grey-scale prospectus, the sponsor must be satisfied that it provides equivalent information to investors as a colour prospectus.

HKEX-GL81-15, FAQ No. 6
LR reference: Main Board Rule 12.11A / GEM Rule 16.04D
Released on 26/11/2010 (Updated in July 2015)

Question:

Can investors still get a copy of printed prospectus?

Answer:

Yes, investors can collect a copy of printed prospectus free of charge upon request. Copies will be available at:

(a) the depository counter of Hong Kong Securities Clearing Company Limited;
(b) the offices of the company's Hong Kong share registrar, sponsor or co-ordinator offices; and
(c) certain designated branches of the receiving or placing banks. Further, at least three printed prospectuses will be available "for inspection" at every location where printed application forms are available.

These locations will be stated in the prospectus and announcements to inform the market of the proposed Mixed Media Offer as well as the application forms.

We expect issuers and their sponsors/listing agents to assess the possible demand for printed prospectuses, including locations at which they are most frequently and likely to be collected. Companies should put in place appropriate procedures to enable them to gauge demand, for instance, a pre-order or booking system where investors can register their request for a copy of the printed prospectus.

Consistent with existing practice, it is the responsibility of the companies' sponsors to comply with the Exchange Listing Rules and the CFA Code of Conduct by ensuring that there are sufficient copies of prospectuses available to the public to satisfy public demand.

HKEX-GL81-15, FAQ No. 7
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010 (Updated in July 2015)

Question:

Where can the investors find out about the website addresses where they can get access to a copy of electronic prospectus?

Answer:

The application form and the issuer's announcement (made during the five-business day period before the start of the offer period) will set out details of where investors can access the electronic prospectus on the HKEX website and another website (usually its own website).

HKEX-GL81-15, FAQ No. 8
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010 (Updated in July 2015)

Question:

Can investors rely on information on the company's (issuer's) website when deciding whether to invest in the company's shares?

Answer:

No, investors should ensure they only rely on information contained in the prospectus.

The issuer's website may contain information outside prospectus. However, we would expect companies to clearly delineate between prospectus information and non-prospectus information. Web pages containing the electronic prospectus must not contain any promotional information about the issuer and the offer.

HKEX-GL81-15, FAQ No. 9
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010

Question:

Is the printed prospectus identical to the electronic prospectus?

Answer:

Yes, the electronic prospectus must be identical to the printed prospectus other than colour (see FAQ No. 6(c) under HKEX-GL81-15 on production of black and white, grey-scale or colour copies). It should not be password protected and should be reasonably tamper-resistant.

HKEX-GL81-15, FAQ No. 10
LR reference: Main Board Rule 12.11A / GEM Rule 16.04D
Released on 26/11/2010 (Updated in July 2015)

Question:

Why does the MMO not provide for a mechanism by which a request for obtaining printed prospectuses should be made?

Answer:

It is the offeror's responsibility, after taking appropriate advice from its sponsor/listing agent to assess the possible demand for printed prospectuses, including locations at which they are most frequently and likely to be collected.

It is up to the offerors and their sponsors how or what procedures/mechanism they wish to implement to best determine the likely demand for their printed prospectuses.

Please see responses to FAQ No. 7 under HKEX-GL81-15.

We do not consider it appropriate for the regulators to impose any requirements on how an investor must make a request for a printed prospectus, say by setting requirements for the time and mode for making such request, will only increase the barrier for obtaining a printed prospectus. This may not work to the benefit of prospective investors.

Accordingly, the MMO envisages that an investor who wishes to get a printed prospectus is only required to go to the specified locations, e.g. designated branches of receiving banks, for a printed prospectus.

HKEX-GL81-15, FAQ No. 11
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010

Question:

If the electronic prospectus is not available on the issuer's website but is still available on HKEX's website, must the MMO be suspended?

Answer:

The offeror need not suspend the Mixed Media Offer if the electronic prospectus is only available on the HKEX website but not the issuer's website. It need only suspend the Mixed Media Offer if the prospectus is not available on both the HKEX website and the issuer's website for 4 consecutive hours or more.

If during the offer period, the electronic prospectus is not available on the issuer's website, the offeror need not suspend the Mixed Media Offer if,

(a) the electronic prospectus is available on the HKEX website between 6:00 am to 12:00 midnight from Monday to Friday, except public holidays; and
(b) if the prospectus is also not available on the HKEX website, the period of the electronic prospectus being unavailable on both the websites is less than 4 hours.

In the event the electronic prospectus is not available on both the HKEX and the company's websites for 4 consecutive hours or more between the hours of 6 am to 12 midnight Mondays to Fridays (except public holidays), the offeror can continue the offer process provided that it can comply with the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (CO) requirement that when an offeror issues a printed application form, it must issue the application form with a printed prospectus.

HKEX-GL81-15, FAQ No. 13
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010 (Updated in July 2015)

Question:

How should the offeror deal with the suspension of Mixed Media Offer during the offer period?

Answer:

When an offeror need to suspend a Mixed Media Offer during the offer period, it must publish a suspension announcement on the HKEX website as soon as possible. The offeror is encouraged to consult the SEHK and/or the SFC as soon as possible on how best to conduct the remaining offer process. The offer can only carry on if it can comply with the CO requirement that when an offeror issue a printed application form, it must issue the application form with a printed prospectus.

HKEX-GL81-15, FAQ No. 14
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010 (Updated in July 2015)

Question:

Where are the conditions set out in the Class Exemption Notice?

Answer:

The class exemption is effected by Section 9A of the Companies (Exemption of Companies and Prospectuses from Compliance with Provisions) Notice (Cap.32L) (Class Exemption Notice) which came into effect on 1 February 2011. A copy of the Class Exemption Notice is set out in Appendix B to the Conclusions Paper.

HKEX-GL81-15, FAQ No. 15
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010 (Updated in July 2015)

Question:

Does an offeror need to apply to the SFC or the Exchange to conduct an MMO?

Answer:

No, but a CO offeror must comply with the conditions in the Class Exemption Notice.

A CIS offeror may inform the SFC of its intent to conduct an MMO and conduct the MMO by complying with similar conditions imposed by the SFC in its letter of authorisation.

HKEX-GL81-15, FAQ No. 16
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010

Question:

Can the issuer's website contain information other than prospectus information?

Answer:

An issuer's website may contain information other than prospectus information, including promotional information about the issuer or the public offer. The issuer's website should clearly delineate in its website what information on its website is contained in the prospectus and what is not.

Please refer to the responses to FAQ No. 9 under HKEX-GL81-15.

HKEX-GL81-15, FAQ No. 17
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010

Question:

How is the notice requirement satisfied when the e-prospectus is accessed from the company's (issuer's) website?

Answer:

The notice should be given just before access to the prospectus is granted. For instance, a plain clear "pop up" notice on a separate webpage of the issuer's website stating that the relevant securities are offered solely on the information in the e-prospectus accessible by a click on the webpage satisfies this requirement.

There are other ways to display the notice. In case of doubt, early consultation with the SFC or the Exchange is recommended.

HKEX-GL81-15, FAQ No. 18
LR reference: Main Board Rules 12.11A / GEM Rules 16.04D
Released on 26/11/2010

Question:

How many printed prospectus copies must be made available to the public to satisfy the public demand requirement?

Answer:

The SFC and the Exchange do not set any the minimum number of copies of printed prospectus that must be made available to satisfy public demand.

The CWUMPO and CIS offerors and their sponsors or listing agent should make a best estimate of the demand for printed form prospectus based on the facts and circumstances of the case.

As a best practice recommendation, issuers and sponsors can consider stating in the notification announcement (made during the five-business day period before the start of the offer period) of an MMO details about how a member of the public may pre-register with the sponsor to obtain a printed prospectus during the offer period (e.g. by way of a hotline service) and where a copy may be obtained.

HKEX-GL81-15, FAQ No. 19
LR reference: Main Board Rule 12.11A / GEM Rule 16.04D
Released on 26/11/2010 (Updated in July 2015)

Question:

Must announcements relating to the implementation and/or suspension of an MMO be vetted by the Exchange?

Answer:

No.

HKEX-GL81-15, FAQ No. 21
LR reference: Main Board Rules 12.11A(1), 25.19B(1) / GEM Rules 16.04D, 29.21B
Released on 26/11/2010