Application Procedures and Requirements
An applicant must obtain the Exchange's clearance as to its suitability and the suitability of the structured product for which listing is sought prior to the launch of that structured product. Clearance on the suitability of a structured product may be obtained by submitting an indicative term sheet, setting out the principal features of that structured product, to the Exchange for its consideration.
A listing of structured products pursuant to this Chapter must be supported by a listing document. An issuer may use a base listing document supported by a supplemental listing document (see rules 15A.68 to 15A.70) or a "stand alone" listing document.(1) An issuer using a base listing document may be restricted from launching structured products until the base document has been finalised. One hard copy (dated and signed by a duly authorized officer of the issuer) and one electronic copy of each of the English language version and the Chinese language version of the base listing document must be supplied to the Exchange. If the base listing document is signed by an agent or attorney, a certified copy of the authorisation for such signatory should be provided to the Exchange.(2) An issuer using a stand alone listing document may be restricted from launching the structured products to which that listing document relates until the Exchange has reviewed a draft of the listing document in a reasonably advanced form.
An issuer may launch an issue of structured products relating to securities listed on the Exchange before trading on the Exchange on the day of launch has ceased. An issuer may also make any announcement relating thereto before trading on the Exchange on the day of launch has ceased.
A formal announcement stating the information set out in rule 15A.59 must be published on the Exchange’s website once the Exchange has confirmed it has no comments thereon as soon as possible after the structured products are launched and no later than the first business day following the day upon which the structured products are launched.
A formal announcement must include at least the following:
(1) the full name and country of incorporation or other establishment of the issuer (and the guarantor, if any);
(2) the nature, amount and title of the structured products for which listing is sought (Note);
Note: The description of the structured product must indicate the nature of the product as follows:
(a) type (e.g. call, put or other)
(b) single or basket
(c) style (e.g. American, European or other)
(e) settlement method.
(3) the date of publication of the announcement;
(4) a statement that the formal announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the structured products;
(5) a disclaimer statement as follows ("prescribed form"):
"Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.";
(6) where the structured products are to be settled wholly in cash:-
(a) details of the formula for calculating the cash settlement amount; and
(b) a statement that the products will be automatically settled on the expiry date or maturity date without the need for holders of the products to deliver a notice of exercise;
(7) a summary of the terms of the structured product including (where applicable) the issue price, the strike price or level, the exercise period or date and the expiry or maturity date;
(8) for derivative warrants, the implied volatility, gearing, effective gearing and premium of the product with a note indicating that these values may not be comparable to similar information provided by other issuers. For Equity Linked Instruments, yield of the Equity Linked Instrument or other relevant information as the Exchange shall require. For other structured products, such information as the Exchange shall require;
(9) a statement whether the issuer (and the guarantor, if any) is regulated by a body specified in rule 15A.13(2), (3) or (4);
(10) in the case of a guaranteed issue, a statement that the obligations of the issuer are unconditionally and irrevocably guaranteed by the guarantor;
(11) where applicable, a statement that the structured products constitute general unsecured obligations of the issuer (and the guarantor, if any);
(12) a statement that application has been made to the Exchange for listing of and permission to deal in the structured products and the expected date of commencement of dealings in the structured products;
(13) the web site at which the listing document will be available to the public;
(14) if applicable, the name of the sponsor/manager, distributor(s) or placing agent(s);
(15) if applicable, the credit rating of the issuer (and the guarantor, if any);
(16) the name and broker number of the Liquidity Provider appointed to provide liquidity for the structured product;
(17) the method (i.e. Continuous Quotes or Quote Request) by which liquidity will be provided for the structured product;
(18) where liquidity is provided by Quote Request a telephone number for requesting quotes;
(19) in the case of a Further Issue, the following additional information:
(a) the number of units of the Further Issue to be issued;
(b) the issue price of the Further Issue;
(c) the closing price of the Existing Issue on either the day on which the Further Issue is launched or, if the Further Issue is launched before trading on the Exchange has ceased for the day, the day preceding the day on which the Further Issue is launched;
(d) a statement that the Further Issue forms a single series with the Existing Issue; and
(20) such other information as the Exchange shall require.
Note: An announcement may contain the prescribed information in respect of more than one structured product issue provided that all the structured product issues were launched on the same day.
A formal announcement containing the information in rule 15A.59 must be made in respect of any Further Issue.
[Repealed 1 September 2008]
An issuer is not required to submit a listing application form in accordance with rule 9.03.
The items referred to below must be lodged with the Exchange for review as soon as practicable after the structured product is launched to allow sufficient time for review and clearance by the Exchange before the proposed listing date:
(1) a draft of the supplemental or stand alone listing document in reasonably advanced form, with full details of the terms and conditions of the structured products, marked in the margin to indicate compliance with the requirements of this Chapter and Part D of Appendix 1; and
(2) a completed checklist (obtainable from the Exchange) which specifies the information required by this Chapter and Part D of Appendix 1 regarding the issuer and the issue.
The following documents must be supplied to the Exchange as soon as practicable after the launch of the structured product but before the listing of the structured product:-
(1) completed application form available from the Exchange;
(2) a remittance in respect of the listing fee, levy and trading fees as determined pursuant to Appendix 8;
(3) one electronic copy of each of the English language version and the Chinese language version of the supplemental or stand alone listing document;
(4) where any document referred to in (3) above is signed by an agent or attorney, a certified copy of the authorisation for such signatory;
(5) in the case of a stand alone listing document in respect of a guaranteed or collateralised issue, legal opinions required pursuant to rules 15A.19 and 15A.50 respectively. In the case of a supplemental listing document supporting a base document in respect of a collateralised issue, the legal opinion required by 15A.50;
(6) a certified copy of every letter, report, financial statement, statement of adjustments, valuation, contract, agreement, resolution or other document any part of which is extracted or referred to in the listing document;
(7) a certified copy of the written consent by an expert to the issue of the listing document with the inclusion therein, in the context in which it is included, of a statement purporting to be a copy of or extract from or summary of or reference to a report or valuation or other statement by such expert in the form and context in which they are included. Where a written consent by an expert relates to information included in a base listing document the written consent need only be provided to the Exchange when the base listing document is filed with the Exchange.