Subject to rule 11.09 and rule 11.09A, listing documents must contain all of the specific items of information which are set out in either Part A, B, E or F of Appendix 1 (as the case may be). In those cases where listing is sought for securities of an issuer no part of whose share capital is al listed the items of information specified in Part A or E (as the case may be) must be included; in those cases where listing is sought for securities of an issuer some part of whose share capital is al listed the items of information specified in Part B or F (as the case may be) must be included.
Note: The Exchange may consider an application for a waiver from the disclosure requirement of the issue price or offer price under rule 11.06, paragraph 15(2)(c) of Appendix 1A and paragraph 49(2)(c) of Appendix 1E (as applicable) for issuers with, or seeking, a dual primary listing or a secondary listing, subject to the conditions that:‒
(a) the Commission grants a certificate of exemption from strict compliance with the relevant requirements of the Companies (Winding Up and Miscellaneous Provisions) Ordinance;
(b) the listing document discloses (i) the maximum offer price (also in the application forms); (ii) when the final offer price will be determined and how it will be published; (iii) the issuer’s historical share prices during the trading record period and up to the latest practicable date; (iv) trading liquidity; and (v) the determinants of the final offer price; and
(c) investors will be able to access the latest market price of the issuer’s shares.
In addition to these detailed requirements all listing documents issued by a new applicant (otherwise than on an introduction in the circumstances set out in rule 7.14(3)) or by a listed issuer (otherwise than in connection with a capitalisation issue, including a bonus issue of warrants, or an exchange or substitution of securities) must, as an overriding principle, contain such particulars and information which, according to the particular nature of the issuer and the securities for which listing is sought, is necessary to enable an investor to make an informed assessment of the activities, assets and liabilities, financial position, management and prospects of the issuer and of its profits and losses and of the rights attaching to such securities.
The following items of information may be omitted in the following specific cases:—
(1) rights issues The following paragraphs of Part B of Appendix 1 : 8, 24, 26(1), 26(3), 26(4), 26(5), 37 and 43(4)
The following paragraphs of Part F of Appendix 1: 8, 20, 22(1), 22(3), 22(4), 22(5), 33, 66(4)
(2) open offers As for rights issues (3) capitalisation issues The following paragraphs of Part B of Appendix 1 : 2 to 5, 6(2) and (3), 7, 8, 11, 12, 13, 15, 18 to 20, 22 to 43
The following paragraphs of Part F of Appendix 1: 2 to 5, 6(2) and (3), 7, 8, 39, 40, 41, 43, 46 to 48, 18 to 36, 64 to 66.
(4) exchange or substitution As for capitalisation issues (5) bonus issues of warrants The following paragraphs of Part B of Appendix 1 : 2 to 5, 6(2) and (3), 7, 8, 11, 12, 13, 15, 18, 19, 22 to 43
The following paragraphs of Part F of Appendix 1: 2 to 5, 6(2) and (3), 7, 8, 39, 40, 41, 43, 46, 47, 18 to 36, 64 to 66.
(6) Placings by or on behalf of a listed issuer of securities of a class al listed where a prospectus or other listing documents is otherwise required or issued As for rights issues (7) Listing documents supporting an introduction in the circumstances set out in rule 7.14(3) where the consolidated assets and liabilities of the issuer are substantially the same as the consolidated assets and liabilities of the listed issuer or issuers whose securities have been exchanged The following paragraphs of Part A of Appendix 1 : 8(1), 21, 33, 35 and 37, provided that the information required by paragraph 31(3) of Part B of Appendix 1 is included.
The following paragraphs of Part E of Appendix 1: 8(1), 55, 33, 35 and 37, provided that the information required by paragraph 27(3) of Part F of Appendix 1 is included.
Note: see also rules 19.05(6) and 19.10(5).
A working capital statement in paragraph 30 of Part B of Appendix 1 or paragraph 26 of Part F of Appendix 1 is not required in the listing document of a listed issuer which is a banking company or an insurance company, provided that:—
(1) the inclusion of such a statement would not provide significant information for investors;
(2) the issuer’s solvency and capital adequacy are subject to prudential supervision by another regulatory body; and
(3) the issuer will provide alternative disclosures on (i) the regulatory requirements as to the solvency, capital adequacy and liquidity of banking companies or insurance companies (as the case may be) in the relevant jurisdiction or place of operation; and (ii) the issuer’s solvency ratios, capital adequacy ratios and liquidity ratios (as applicable) for the latest three financial years.
Negative statements are required only where so indicated in Appendix 1.
The Exchange may require disclosure of such additional or alternative items of information as it considers appropriate in any particular case. Conversely, it may be prepared to permit the omission or modification of items of information to suit the circumstances of a particular case. Consequently, issuers are encouraged to seek informal and confidential guidance from the Exchange at the earliest opportunity.