This Chapter sets out the procedures and requirements for applications for the listing of equity securities, whether by new applicants or by listed issuers.
New applicants are reminded (see Chapter 3A) that the sponsor is responsible for lodging the listing application and all supporting documents and for dealing with the Exchange on all matters arising in connection with the application.
9.03(1) A new applicant must apply for a listing on a Form A1 set out in Appendix 5. This form must be completed by the sponsor for the new applicant and accompanied by:—(a) the documents stipulated in rule 9.10A(1); and(b) the initial listing fee.
Notes:1. If an estimated figure for the monetary value of the equity securities to be listed is used to calculate the initial listing fee, the sponsor must inform the Exchange of the actual figure as soon as it is determined. Any shortfall of the initial listing fee arising must be paid to the Exchange as soon as the actual monetary value of the equity securities to be listed is determined and in any event before dealings commence.2. If the Exchange returns an application to a sponsor before the Exchange issues its first comment letter to the sponsor, the initial listing fee will be refunded; and in other cases the initial listing fee will be forfeited.If an applicant has delayed its proposed timetable and more than 6 months have elapsed since the date of its listing application form, the applicant will forfeit the initial listing fee. An applicant wishing to reactivate its listing application must submit a new listing application form accompanied by the initial listing fee. If there is a change in sponsor (including an addition or removal of a sponsor), the applicant must also submit a new listing application form accompanied by the initial listing fee.Note: See also Chapter 2B for other circumstances when a new applicant may be required to submit a new listing application form.(2) The listing application form must contain a draft timetable which is subject to agreement with the Exchange. Any changes to a timetable must also be agreed with the Exchange. If an applicant wishes to reactivate its listing application that has been delayed and the date of the reactivation is within 6 months of the date of the listing application form, the applicant must submit a revised timetable which is subject to agreement with the Exchange. A new applicant must update the Exchange on the progress of the listing application on a fortnightly basis. The Exchange also reserves the right to require an applicant to amend its timetable in situations including (but not limited to), where the applicant fails to submit the necessary documentation in a timely fashion or where the Exchange has outstanding comments or queries that cannot be resolved in a timely fashion.(3) An applicant must submit a listing application form, an Application Proof and all other relevant documents under rule 9.10A(1), and the information in these documents must be substantially complete except in relation to information that by its nature can only be finalised and incorporated at a later date. If the Exchange decides this information is not substantially complete, the Exchange will not continue to review any documents relating to the application. All documents, including the Form A1 (except for the retention of a copy of these documents for the Exchange's record) submitted to the Exchange will be returned to the sponsor. The initial listing fee will be dealt with in the manner described in note 2 to rule 9.03(1)(b) above. For applications which were previously returned by the Exchange, the applicant can only submit a new Form A1 together with a new Application Proof not less than 8 weeks after the Return Decision.
Note: An application when submitted, must be accompanied by 2 CD-ROMs containing the Application Proof and other documents the Exchange may require.(4) The Exchange may require an applicant to delay the expected hearing date if, during the review process, the Exchange believes the following cannot be fulfilled by the applicant at least 4 clear business days before the expected hearing date:—(a) the submission of the revised proof of the listing document containing sufficient and appropriate disclosure of all the requisite information as set out in Chapter 11;(b) the submission of any outstanding documents as requested by the Exchange; and(c) the Exchange's queries and comments being satisfactorily addressed in a timely fashion.(5) During the review process, the sponsor should not revise the contents of the listing document on a piece-meal basis. A revised proof of the listing document must completely address all the Exchange's comments on the previous proof. The Exchange may elect not to review a revised proof that fails to meet this requirement.
In order to maintain an orderly new issues market the Exchange reserves the right to refuse a listing application or to change the timetable.
Where any document is amended after submission, a like number of further copies must be submitted to the Exchange for review, marked in the margin to indicate where the relevant items from Appendix 1 have been met. Such copies must also be marked in the margin to indicate amendments made to conform with points raised by the Exchange.
Note: In the case of a new listing applicant, each amended document, when submitted, must be accompanied by such number of CD-ROMs containing the same document as the Exchange may require.
No material amendment to the final proof listing document will be allowed without the consent of the Exchange.
The listing document must not be issued until the Exchange has confirmed to the issuer that it has no further comments thereon. However, in the case of a new applicant, circulation of a draft or preliminary listing document, which is clearly marked as such and which states that it is subject to final review by the Exchange is permitted for the purposes of arranging underwriting.
No publicity material on an issue of securities by a new applicant can be released in Hong Kong by a new applicant or its agents unless and until the Exchange has reviewed it and confirmed to the applicant that it has no comments. In addition, the publicity material must comply with all statutory requirements. If the Exchange believes that a new applicant or its advisers have permitted information on the listing of the new applicant's securities to leak, the Exchange will normally delay the application for the listing of those securities. For these purposes:(1) publicity material does not relate to an issue of securities if its purpose is the promotion of the issuer or its products or business and not the promotion of the securities to be issued;(2) the following documents do not fall within the scope of this rule and need not be submitted for prior review:(a) an Application Proof published on the Exchange's website under rule 12.01A;(b) a Post Hearing Information Pack published on the Exchange's website under rule 12.01B;(c) any statement by a new applicant published on the Exchange's website stating that no reliance should be placed on any media reports about the new applicant subsequent to the publication of its Application Proof or the Post Hearing Information Pack, as the case may be; and(d) the invitation or offering document (or its equivalent) and documents that consist of, or are drafts of, or relate to, agreements to be entered into in connection with the issue of the securities. This is provided that any obligations created by these agreements to issue, subscribe, purchase or underwrite the securities are conditional on listing being granted;(3) any publicity material or announcement referring to a proposed listing by a new applicant issued before the Listing Committee's meeting to consider the application, must state that an application has been or will be made to the Exchange for listing of and permission to deal in the securities concerned; and(4) where any material relating to a proposed listing by a new applicant is released without the Exchange's prior review before the Listing Committee's meeting to consider the application, the Exchange may delay the timetable for the proposed Listing Committee meeting by up to a month. If this results in the Form A1 being more than 6 months old, the applicant will have to re-submit its application with the initial listing fee (see rule 9.03(1)).
There must be no dealing in the securities for which listing is sought by any core connected person of the issuer (except as permitted by rule 7.11):
(a) in the case of listing application by listed issuers, from the time of submission of the formal application for listing until listing is granted; and
(b) in the case of a new applicant, from 4 clear business days before the expected hearing date until listing is granted.
The directors of the issuer for whose securities listing is being sought shall forthwith notify the Exchange of any such dealing or suspected dealing of which they become aware. If any of the directors or their close associates are found to have engaged in such dealing, the application may be rejected.
Note: The Exchange may consider an application for a waiver from strict compliance with rule 9.09 for issuers with, or seeking, a dual primary listing or a secondary listing, subject to the following conditions:‒
(a) the core connected persons have no influence over the listing process and are not in possession of inside information;
(b) the issuer promptly releases any inside information to the public in its overseas jurisdiction(s) in accordance with the relevant laws and regulations;
(c) it is beyond the issuer’s control that the core connected person(s) conduct dealings in the issuer’s securities on markets outside the Exchange (e.g. a public investor who may become a substantial shareholder before the issuer lists on the Exchange); and
(d) the issuer has systems in place to identify the dealings by any of its core connected persons during the restricted period and notifies the Exchange of breaches of dealing restriction by any of its core connected persons other than those who have al been exempted from strict compliance with rule 9.09 during the restricted period.
Issuers are also reminded that these requirements are not exhaustive and that an applicant for listing must also supply any further documents and information which the Exchange may require in a particular case.