Entire Section

  • Appendix 1 Contents of Listing Documents

    • Equity Securities

      Part A
       
      Equity Securities
       
      In the case where listing is sought for equity securities of an issuer no part of whose share capital is al listed
       
      General information about the issuer, its advisers and the listing document
       
      1.    The full name of the issuer.
       
      2.    A statement as follows:—

      "This document, for which the directors of the issuer collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading." (Note 1)
       
      3.    The names and addresses of the issuer's principal bankers, sponsor (in the case of a new applicant), authorised representatives, solicitors, registrars and trustees (if any) and of the solicitors to the issue.
       
      4.    The name, address and professional qualifications of the auditors.
       
      5.    The date and country of incorporation or other establishment of the issuer and the authority under which the issuer was incorporated or otherwise established.
       
      6.    In the case of an issuer not incorporated or otherwise established in Hong Kong, the address of the head office and of the principal place of business (if any) in Hong Kong and of the place of business in Hong Kong registered under Part 16 of the Companies Ordinance, and the name(s) and address(es) of the person(s) in Hong Kong authorised to accept service of process and notices on its behalf.
       
      7.    The provisions or a sufficient summary of the provisions of the articles of association or equivalent document with regard to:—
       
        (1) any power enabling a director to vote on a proposal, arrangement or contract in which he is materially interested;
       
        (2) any power enabling the directors, in the absence of an independent quorum, to vote remuneration (including pension or other benefits) to themselves or any members of their body and any other provision as to the remuneration of the directors;
       
        (3) borrowing powers exercisable by the directors and how such borrowing powers can be varied;
       
        (4) retirement or non-retirement of directors under an age limit;
       
        (5) directors' qualification shares;
       
        (6) changes in capital;
       
        (7) any time limit after which entitlement to dividend lapses and an indication of the party in whose favour the lapse operates;
       
        (8) arrangements for transfer of the securities and (where permitted) any restrictions on their free transferability; and
       
        (9) any restriction on ownership of securities of the Issuer.
       
      8.    (1) The name of any promoter. If the promoter is a company, the Exchange may require a statement of its issued share capital, the amount paid up thereon, the date of its incorporation or other establishment, the names of its directors, bankers and auditors, and such other particulars as the Exchange thinks necessary in connection therewith. (Note 2)
       
        (2) Particulars of any cash, securities or other benefit paid, allotted or given within the two years immediately preceding the issue of the listing document, or proposed to be paid, allotted or given, to any promoter and the consideration for such payment, allotment or other benefit.
       
      9.    Where the listing document includes a statement purporting to be made by an expert, a statement:—
       
        (1) specifying the qualifications of such expert and whether such expert has any shareholding in any member of the group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the group, and, if so, a full description thereof;
       
        (2) that the expert has given and has not withdrawn his written consent to the issue of the listing document with the expert's statement included in the form and context in which it is included; and
       
        (3) of the date on which the expert's statement was made and whether or not it was made by the expert for incorporation in the listing document.
       
      10.    Where relevant, in the absence of a statement that estate duty indemnities have been given, a statement that the directors have been advised that no material liability for estate duty would be likely to fall upon any member of the group. (The Exchange may require any such indemnities to be supported by continuing guarantees.)
       
      11.    Particulars of any other stock exchange on which any part of the equity or debt securities of the issuer is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought, the name of the stock exchange on which the issuer's primary listing is or is to be and particulars of the dealing and settlement arrangements on each such exchange and between such exchanges, or an appropriate negative statement.
       
      12.    Particulars of any arrangement under which future dividends are waived or agreed to be waived.
       
      13.    Particulars of any commissions, discounts, brokerages or other special terms granted within the two years immediately preceding the issue of the listing document in connection with the issue or sale of any capital of any member of the group, together with the names of any directors or proposed directors, promoters or experts (as named in the listing document) who received any such payment or benefit and the amount or rate of the payment or benefit they received, or an appropriate negative statement. (Note 3)
       
      13A.    [Repealed 1 January 2009].
       
      Information about the securities for which listing is sought and the terms and conditions of their issue and distribution
       
      14.    (1) A statement that application has been or will be made to the Exchange for listing of and permission to deal in the securities; and
       
        (2) A statement that all necessary arrangements have been made enabling the securities to be admitted into CCASS or an appropriate negative statement.
       
      15.    (1) The nature and amount of the issue including the number of securities which have been or will be created and/or issued and a full description of, including a summary of the terms attaching to, the securities for which listing is sought.
       
        (2) The following information concerning the terms and conditions of the issue and distribution, public or private, of the securities in respect of which the application for listing is made where such issue or distribution is being effected in conjunction with the issue of the listing document or has been effected within the 12 months preceding the issue of the listing document:—
       
          (a)    the total amount of the public or private issue and the number of securities offered, where applicable, by category;
       
          (b)    if public or private issues or placings are being made simultaneously on markets within and outside Hong Kong and if a tranche has been or is being reserved for certain of those markets, an indication of any such tranche;
       
          (c)    the issue price or offer price of each security, stating the nominal value of each security;
       
          (d)    the methods of payment of the issue or offer price, particularly as regards the paying-up of securities which are not fully paid;
       
          (e)    the procedure for the exercise of any right of pre-emption and the transferability of subscription rights;
       
          (f)    the period during which the issue or offer of securities will remain open after issue of the listing document, the date and time of the opening of the subscription list, and the names of the receiving bankers;
       
          (g)    the methods of and time limits for delivery of the securities and a statement whether temporary documents of title will be issued;
       
          (h)    the names, addresses and descriptions of the persons underwriting the issue for the issuer and, where not all of the issue is underwritten, a statement of the portion not covered;
       
          (i)    details of any clauses in the underwriting agreement which may affect the obligations of the underwriter under the underwriting agreement after the opening of the issue;
       
          (j)    in the case of an offer for sale of securities, the names, addresses and descriptions of the vendor(s) of the securities or, if there are more than ten vendors, such details of the ten principal vendors and a statement of the number of other vendors and particulars of any beneficial interest possessed by any director of the issuer in any securities so offered for sale; and
       
          (k)    the date or approximate date on which it is expected that the results of a public offer and the basis of allotment will be published as required by rule 12.08 and the newspapers in which the announcement is expected to appear.
       
        (3) Where an issuer or a selling shareholder has granted an over-allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offering:—
       
          (a)    confirmation that the price stabilising activities will be entered into in accordance with the laws, rules and regulations in place in Hong Kong on stabilisation;
       
          (b)    the reason for entering into the price stabilising activities;
       
          (c)    the number of shares subject to the over-allotment option, the option price, whether the shares issued or sold under an over-allotment option are to be issued or sold on the same terms and conditions as the shares that are subject to the main offering;
       
          (d)    whether there are any other terms, such as the duration, of the option; and
       
          (e)    the purpose for which the option has been granted.
       
      16.    Where listing is sought for securities with a fixed dividend, particulars of the profits cover for dividend.
       
      17.    Where the securities for which listing is sought were issued for cash within the two years immediately preceding the issue of the listing document, or will be issued for cash, a statement or an estimate of the net proceeds of the issue and a statement as to how such proceeds were or are intended to be applied.
       
      18.    Where listing is sought for options, warrants or similar rights to subscribe or purchase equity securities:-
       
        (1) the maximum number of securities which could be issued on exercise of such rights;
       
        (2) the period during which such rights may be exercised and the date when this right commences;
       
        (3) the amount payable on the exercise of such rights;
       
        (4) the arrangements for transfer or transmission of such rights;
       
        (5) the rights of the holders on the liquidation of the issuer;
       
        (6) the arrangements for the variation in the subscription or purchase price or number of securities to take account of alterations to the share capital of the issuer;
       
        (7) the rights (if any) of the holders to participate in any distributions and/or offers of further securities made by the issuer; and
       
        (8) a summary of any other material terms of the options, warrants or similar rights.
       
      19.    Where listing is sought for convertible equity securities:
       
        (1) information concerning the nature of the equity securities to which the convertible equity securities relate and the rights attaching thereto; and
       
        (2) the conditions of and procedures for conversion, exchange, subscription or purchase and details of the circumstances in which they may be amended.
       
      20.    (1) Particulars of any preliminary expenses incurred or proposed to be incurred and by whom the same are payable. (Note 2)
       
        (2) The amount or estimated amount of the expenses of the issue and of the application for listing so far as the same are not included in the statement of preliminary expenses and by whom the same are payable.
       
      21.    A statement of the net tangible asset backing for each class of security for which listing is sought, after making allowance for any new securities to be issued, as detailed in the listing document. (Note 6)
       
      22.    If known, the date on which dealings will commence.
       
      Information about the issuer's capital
       
      23.    (1) The authorised share capital of the issuer, the amount issued or agreed to be issued, the amount paid up, the nominal value and a description of the shares.
       
        (2) The amount of any outstanding convertible debt securities and particulars of the conditions governing and the procedures for conversion, exchange or subscription of such securities.
       
      24.    Particulars of and the number of founder or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the group.
       
      25.    (1) The voting rights of shareholders.
       
        (2) If there is more than one class of share, the rights of each class of share as regards voting, dividend, capital, redemption, and the creation or issue of further shares ranking in priority to or pari passu with each class other than the lowest ranking equity.
       
        (3) A summary of the consents necessary for the variation of such rights.
       
      26.    Particulars of any alterations in the capital of any member of the group within the two years immediately preceding the issue of the listing document, including:—
       
        (1) where any such capital has been issued or is proposed to be issued as fully or partly paid up otherwise than in cash, particulars of the consideration for which the same has been or is proposed to be issued and in the latter case the extent to which they are so paid up; and
       
        (2) where any such capital has been issued or is proposed to be issued for cash, particulars of the price and terms upon which the same has been or is proposed to be issued, details of any discounts or other special terms granted and (if not al fully paid) the dates when any instalments are payable with the amount of all calls or instalments in arrear,
       
        or an appropriate negative statement. (Note 3)
       
      27.    Particulars of any capital of any member of the group which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantee, or an appropriate negative statement. (Note 3)

      Provided that where options have been granted or agreed to be granted to all the members or debenture holders or to any class thereof, or to employees under a share scheme, it shall be sufficient, so far as the names and addresses are concerned, to record that fact without giving the names and addresses of the grantees.
       
      27A.    Details of any controlling shareholder of the issuer, including the name or names of any such controlling shareholder, the amount of its or their interest in the share capital of the issuer and a statement explaining how the issuer is satisfied that it is capable of carrying on its business independently of the controlling shareholder (including any close associate thereof) after listing, and particulars of the matters that it relied on in making such statement.
       
      General information about the group's activities
       
      28.    (1) (a)    the general nature of the business of the group and, in cases where two or more activities are carried on which are material in terms of profits or losses, assets employed or any other factor, such figures and explanation as are necessary to demonstrate the relative importance of each such activity and details of the main categories of products sold and/or services performed. A commentary should be provided on this information covering changes in each such activity, developments within each such activity and their effects on the results of that activity. It should also include changes in market conditions, new products and services introduced or announced and their impact on the group's performance, changes in market share or position and changes in revenue and margins. If the group trades outside the country of incorporation or other establishment of the issuer a statement showing a geographical analysis of its trading operations. Where a material proportion of the group's assets are situated outside the country of incorporation or other establishment of the issuer, a statement giving the best practicable indication of the amount and situation of such assets and the amount of the assets situated in Hong Kong. (Note 4)
       
          (b)    additional information in respect of major customers (meaning, other than in relation to consumer goods or services, the ultimate customer, and in relation to consumer goods or services the ultimate wholesaler or retailer as the case may be) and suppliers (meaning the ultimate supplier of items which are not of a capital nature) as follows:—
       
            (i) a statement of the percentage of purchases attributable to the group's largest supplier;
       
            (ii) a statement of the percentage of purchases attributable to the group's 5 largest suppliers combined;
       
            (iii) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's largest customer;
       
            (iv) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's 5 largest customers combined;
       
            (v) a statement of the interests of any of the directors; their close associates; or any shareholder (which to the knowledge of the directors owns more than 5% of the number of issued shares of the issuer) in the suppliers or customers disclosed under (i) to (iv) above or if there are no such interests a statement to that effect;
       
            (vi) in the event that the percentage which would fall to be disclosed under (ii) above is less than 30, a statement of that fact shall be given and the information required in (i), (ii) and (v) (in respect of suppliers) may be omitted; and
       
            (vii) in the event that the percentage which would fall to be disclosed under (iv) above is less than 30, a statement of that fact shall be given and the information required in (iii), (iv) and (v) (in respect of customers) may be omitted.
       
            Sub-paragraph 28(1)(b) applies to all issuers whose businesses comprise, in whole or in part, the supply of goods or services of whatever nature, and in the case of service references to customers includes the clients of such issuers.

      In relation to consumer goods, references to customers are to the ultimate wholesaler or retailer, except when the issuer's business incorporates the wholesaling or retailing operation. In all other cases references to customers are to ultimate customer.

      References to suppliers are primarily to those who provide goods or services which are specific to an issuer's business and which are required on a regular basis to enable the issuer to continue to supply or service its customers. Suppliers of goods and services which are freely available from a range of suppliers at similar prices or which are otherwise freely available (such as utilities) are excluded. In particular, it is recognised that an obligation on issuers who are providers of financial services (such as banks and insurance companies) to give information about suppliers would be of limited or no value, and there is therefore no disclosure requirement in respect of suppliers to such issuers.

      The Exchange must be consulted if there is any doubt about the application of sub-paragraph 28(1)(b).
       
        (2) If the issuer is a member of a group, a brief description of that group covering the issuer's position within that group and, if a subsidiary, the names of and the number of shares held (directly or indirectly) by each holding company of the issuer.
       
        (3) If required by the Exchange, particulars of any contracts for the hire or hire purchase of plant to or by any member of the group for a period of over one year which are substantial in relation to the group's business.
       
        (4) Particulars of any trade marks, patents or other intellectual or industrial property rights which are material in relation to the group's business and, where such factors are of fundamental importance to the group's business or profitability, a statement regarding the extent to which the group is dependent on such factors.
       
        (5) Information concerning the policy of the group on the research and development of new products and processes over the past five financial years where significant.
       
        (6) Particulars of any interruptions in the business of the group which may have or have had a significant effect on the financial position in the last 12 months.
       
        (7) The number of people employed by the group and changes therein in the last financial year, if such changes are material in the context of the group, with, if possible a breakdown of persons employed by main category of activity. Details of the remuneration of employees, remuneration policies, bonus and share option schemes and training schemes should be provided where relevant.
       
        (8) Particulars, including location, of the principal investments (if any), including such investments as new plant, factories and research and development, being made or planned by the group.

      (Note 3)
       
      29.    (1) In regard to every company the whole of, or a substantial proportion of, whose capital is held or intended to be held (either directly or indirectly) by the issuer, or whose profits or assets make or will make a material contribution to the figures in the accountants' report or the next published accounts, particulars of the name, date and country of incorporation or other establishment, whether public or private, general nature of business, issued capital and the proportion thereof held or intended to be held.
       
        (2) In regard to the group, particulars of the location of the principal establishments. (Note 3)
       
      30.    In the case of an introduction, a statement that no change in the nature of the business is in contemplation.
       
      31.    Particulars of any restriction affecting the remittance of profits or repatriation of capital into Hong Kong from outside Hong Kong.
       
      Financial information about the group and the prospects of the group
       
      32.    A statement as at the most recent practicable date (which must be stated) of the following on a consolidated basis if material:—
       
        (1) the total amount of any debt securities of the group issued and outstanding, and authorised or otherwise created but unissued, and term loans, distinguishing between guaranteed, unguaranteed, secured (whether the security is provided by the issuer or by third parties) and unsecured, or an appropriate negative statement;
       
        (2) the total amount of all other borrowings or indebtedness in the nature of borrowing of the group including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, distinguishing between guaranteed, unguaranteed, secured and unsecured borrowings and debt, or an appropriate negative statement;
       
        (3) all mortgages and charges of the group, or an appropriate negative statement; and
       
        (4) the total amount of any contingent liabilities or guarantees of the group, or an appropriate negative statement. Intra-group liabilities should normally be disregarded, a statement to that effect being made where necessary. (Notes 3 and 4)
       
        (5) a commentary on:—
       
          (a)    the group's liquidity and financial resources. This may include comments on the level of borrowings at the end of the period under review; the seasonality of borrowing requirements and the maturity profile of borrowings and committed borrowing facilities. Reference may also be made to the funding requirements for capital expenditure commitments and authorisations; and
       
          (b)    the capital structure of the group. This may cover the maturity profile of debt, type of capital instruments used, currency and interest rate structure. The discussion may also include funding and treasury policies and objectives in terms of the manner in which treasury activities are controlled; the currencies in which borrowings are made and in which cash and cash equivalents are held; the extent to which borrowings are at fixed interest rates; the use of financial instruments for hedging purposes and the extent to which foreign currency net investments are hedged by currency borrowings and other hedging instruments.
       
      33.    (1) A statement showing the revenue of the group during the three financial years immediately preceding the issue of the listing document which should contain an explanation of the method used for computation of such revenue and a reasonable breakdown between the more important trading activities. In the case of a group, intra-group sales should be excluded.
       
        (2) The following information in respect of directors' emoluments:—
       
          (a)    the aggregate of the directors' fees for each of the three financial year immediately preceding the issue of the listing document;
       
          (b)    the aggregate of the directors' basic salaries, housing allowances, other allowances and benefits in kind for each of the three financial years immediately preceding the issue of the listing document;
       
          (c)    the aggregate of contributions to pension schemes for directors or past directors for each of the three financial years immediately preceding the issue of the listing document;
       
          (d)    the aggregate of bonuses paid or receivable by directors which are discretionary or are based on the issuer's, the group's or any member of the group's performance (excluding amounts disclosed in (e) and (f) below) for each of the three financial years immediately preceding the issue of the listing document;
       
          (e)    the aggregate of amounts paid or receivable by directors for each of the three financial years immediately preceding the issue of the listing document as an inducement to join or upon joining the issuer; and
       
          (f)    the aggregate of compensation paid or receivable by directors or past directors for each of the three financial years immediately preceding the issue of the listing document for the loss of office as a director of any member of the group or of any other office in connection with the management of the affairs of any member of the group distinguishing between contractual and other payments (excluding amounts disclosed in (b) to (e) above); and
       
          (g)    particulars of any arrangement under which a director has waived or agreed to waive any emoluments for each of the three financial years immediately preceding the issue of the listing document.
       
          Sub-paragraphs (b) to (f) inclusive require an analysis of the amounts which must be disclosed in the accounts of an issuer incorporated in Hong Kong under the provisions of section 383(1)(a) to (c) (inclusive) of the Companies Ordinance. The requirements of section 383(1)(a) to (c) (inclusive) have, for the purposes of the Exchange Listing Rules, been applied to issuers incorporated or otherwise established outside Hong Kong.

      Where a director is contractually entitled to bonus payments which are fixed in amount such payments are more in the nature of basic salary and accordingly must be disclosed under sub-paragraph (b) above.

      In addition to discretionary bonus payments, all bonus payments to which a director is contractually entitled and are not fixed in amount, together with the basis upon which they are determined must be disclosed under sub-paragraph (d) above.
       
        (3) Additional information in respect of those five individuals whose emoluments (excluding amounts paid or payable by way of commissions on sales generated by the individual) were the highest in the issuer or the group for the year. Where all five of these individuals are directors of the issuer and the information required to be disclosed by this paragraph has been disclosed in directors' emoluments as required by paragraph 33(2), a statement of this fact shall be made and no additional disclosure is required. Where the details of one or more of the individuals whose emoluments were the highest have not been included in directors' emoluments above, the following information shall be disclosed:—
       
          (a)    the aggregate of basic salaries, housing allowances, other allowances and benefits in kind for each of the three financial years immediately preceding the issue of the listing document;
       
          (b)    the aggregate of contributions to pension schemes for each of the three financial years immediately preceding the issue of the listing document;
       
          (c)    the aggregate of bonuses paid or receivable which are discretionary or are based on the issuer's, the group's or any member of the group's performance (excluding amounts disclosed in (d) and (e) below) for each of the three financial years immediately preceding the issue of the listing document;
       
          (d)    the aggregate of amounts paid or receivable for each of the three financial years immediately preceding the issue of the listing document as an inducement to join or upon joining the issuer or the group; and
       
          (e)    the aggregate of compensation paid or receivable for each of the three financial years immediately preceding the issue of the listing document for the loss of any office in connection with the management of the affairs of any member of the group distinguishing between contractual and other payments (excluding amounts disclosed in (a) to (d) above).
       
          It is not necessary to disclose the identity of the highest paid individuals.

      The purpose of these disclosures is to provide shareholders with an indication of the fixed management costs of groups and accordingly employees who are higher paid by virtue of sales commissions are to be omitted from this disclosure.
       
        (4) The following information in addition to the information required under the relevant accounting standard in respect of pension schemes:—
       
          (a)    a brief outline of how contributions are calculated or benefits funded;
       
          (b)    in the case of defined contribution schemes, details of whether forfeited contributions (by employers on behalf of employees who leave the scheme prior to vesting fully in such contributions) may be used by the employer to reduce the existing level of contributions and if so, the amounts so utilised in the course of the year and available at the balance sheet date for such use; and
       
          (c)    in the case of defined benefit plans, an outline of the results of the most recent formal actuarial valuation or later formal review of the scheme on an ongoing basis. This should include disclosure of:—
       
            (i) the name and qualifications of the actuary, the actuarial method used and a brief description of the main actuarial assumptions;
       
            (ii) the market value of the scheme assets at the date of their valuation or review (unless the assets are administered by an independent trustee in which case this information may be omitted);
       
            (iii) the level of funding expressed in percentage terms; and
       
            (iv) comments on any material surplus or deficiency (including quantification of the deficiency) indicated by (iii) above.
       
        (5) Except where the issuer is a banking company, a statement of the reserves available for distribution to shareholders by the issuer as at the end of the period reported on.
       
      34.    (1) (a)    General information on the trend of the business of the group since the date to which the latest audited accounts of the issuer were made up;
       
          (b)    a statement as to the financial and trading prospects of the group for at least the current financial year, together with any material information which may be relevant thereto, including all special trade factors or risks (if any) which are not mentioned elsewhere in the listing document and which are unlikely to be known or anticipated by the general public, and which could materially affect the profits; and

      (Note 3)
       
          (c)    the state of the group's order book (where applicable) and prospects for new business including new products and services introduced or announced.
       
        (2) The issuer must determine in advance with its sponsor whether to include a profit forecast in a listing document. Where a profit forecast appears in any listing document, it must be clear, unambiguous and presented in an explicit manner and the principal assumptions, including commercial assumptions, upon which it is based, must be stated and such profit forecast must be prepared on a basis that is consistent with the accounting policies normally adopted by the issuer. The accounting policies and calculations for the forecast must be examined and reported on by the reporting accountants and their report must be set out. The sponsor must report in addition that they have satisfied themselves that the forecast has been made by the directors after due and careful enquiry, and such report must be set out.

      A "profit forecast" for this purpose means any forecast of profits or losses, however worded, and includes any statement which explicitly or implicitly quantifies the anticipated level of future profits or losses, either expressly or by reference to previous profits or losses or any other benchmark or point of reference. It also includes any profit estimate, being any estimate of profits or losses for a financial period which has expired but for which the results have not yet been audited or published. Any valuation of assets (except property interests (as defined in rule 5.01(3)) or businesses acquired by an issuer based on discounted cash flows or projections of profits, earnings or cash flows is regarded as a profit forecast.
       
      35.    A statement of whether or not the accountants' report contains a modified opinion by the reporting accountants and if so, such modification must be reproduced in full and the reasons for such modification given.
       
      36.    A statement by the directors that in their opinion the working capital available to the group is sufficient for the group's requirements for at least 12 months from the date of publication of the listing document or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary. (Note 3)
       
        Note 1: In the case of a Mineral Company, a statement by the directors that in their opinion the issuer has available sufficient working capital for 125% of the group's present requirements.
       
        Note 2: In the case of a new applicant for listing under Chapter 18A, a statement by the directors that in their opinion the issuer has available sufficient working capital for at least 125% of the group's costs for at least 12 months from the date of publication of its listing document, taking into account the factors in rule 18A.03(4).
       
        Note 3: A new applicant which is a banking company or an insurance company should refer to rule 8.21A(2).
       
      37.    An accountants' report in accordance with Chapter 4. The accountants' report must, in addition, comply with the provisions set out in Appendix 16 to the Listing Rules in relation to the disclosure requirements for listing documents.
       
      38.    A statement by the directors of any material adverse change in the financial or trading position of the group since the end of the period reported on in the accountants' report, or an appropriate negative statement.
       
      39.    [Repealed 1 January 2012]
       
      40.    Particulars of any litigation or claims of material importance pending or threatened against any member of the group, or an appropriate negative statement. (Note 3)
       
      Information about the issuer's management
       
      41.    (1) The full name, residential or business address of every director and senior manager or proposed director and senior manager. Where a director or proposed director  has any former name or alias, such information should also be disclosed. In addition, brief biographical details in respect of the directors, proposed directors, senior managers and proposed senior managers of the issuer shall be provided. Such details will include name, age, positions held with the issuer and other members of the issuer's group, length of service with the issuer and the group, relevant management expertise and experience including current and past directorships in other listed public companies in the last three years, and such other information of which shareholders should be aware, pertaining to the ability or integrity of such persons (which would include, without limitation, full particulars of any public sanctions made against them by statutory or regulatory authorities). As regards the biographical details in respect of each director, proposed director, supervisor and proposed supervisor, such details must not be less than those required to be disclosed in an announcement relating to the appointment or re-designation of the director or supervisor pursuant to rule 13.51(2).

      (Note 7)
       
        (2) Where the issuer is to be listed under rule 8.05(3) and wishes to apply for a waiver of the trading record period requirement, or where the issuer is an infrastructure company and wishes to apply for a waiver of the profit or other financial standards requirement, the relevant management expertise and experience of such persons described in paragraph 41(1) of at least three years in the line of business and industry of the issuer.
       
        (3) Where any of the directors or senior managers are related, having with any other director or senior manager any one of the relationships set out below, that fact should be stated. The relationships are spouse; any person cohabiting with the director or senior manager as a spouse; and any relative meaning a child or step-child regardless of age, a parent or step-parent, a brother, sister, step-brother or a stepsister, a mother-in-law, a father-in-law, son-in-law, daughter-in law, brother-in-law or sister-in-law.
       
        (4) Where any director or proposed director is a director or employee of a company which has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, that fact shall be stated.
       
        (5) It is the responsibility of the directors of the issuer to determine which individual or individuals constitute senior management. Senior management may include directors of subsidiaries and heads of divisions, departments or other operating units within the group as senior management as, in the opinion of the issuer's directors, is appropriate.
       
        (6) Where the issuer is a Mineral Company and wishes to apply for a waiver of the profit or other financial standards requirements under rule 18.04, the relevant management expertise and experience of such persons described in paragraph 41(1) of at least five years relevant to the exploration and/or extraction activity that the Mineral Company is pursuing.
       
      42.    The full name and professional qualification, if any, of the secretary of the issuer.
       
      43.    The situation of the registered office and, if different, the head office and transfer office.
       
      44.    Details of any share schemes to which Chapter 17 applies.
       
      45.    (1) A statement showing the interests and short positions of each director and chief executive of the issuer in the shares, underlying shares and debentures of the issuer or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance) which:—
       
          (a)    will have to be notified to the issuer and the Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including interests and short positions which he is taken or deemed to have under such provisions of Securities and Futures Ordinance) once the issuer's securities are listed; or
       
          (b)    will be required, pursuant to section 352 of the Securities and Futures Ordinance, to be entered in the register referred to therein, once the issuer's securities are listed; or
       
          (c)    will be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the issuer and the Exchange once the issuer's securities are listed;
       
          or an appropriate negative statement. Provided that the Exchange may agree in its sole discretion that compliance with this paragraph may be modified or waived in respect of any associated corporation, if in the opinion of the Exchange, the number of associated companies in respect of which each director and chief executive is taken or deemed to have an interest or short position under Part XV of the Securities and Futures Ordinance is such that compliance with this paragraph would result in particulars being given which are not material in the context of the group and are excessive in length.
       
        (1A) A statement required by sub-paragraph 45(1) must specify the company in which the interests or short positions are held, the class to which those securities belong and the number of such securities held. The statement need not disclose:
       
          (a)    the interests of a director in the shares of the listed issuer or any of its subsidiaries if such interest is held solely in a non-beneficial capacity and is for the purpose of holding the requisite qualifying shares;
       
          (b)    the non-beneficial interests of directors in the shares of any subsidiary of the listed issuer in so far as that interest comprises the holding of shares subject to the terms of a written, valid and legally enforceable declaration of trust in favour of the parent company of that subsidiary or the listed issuer and such interest is held solely for the purpose of ensuring that the relevant subsidiary has more than one member;
       
            Note:    Where interests in securities arising from the holding of such securities as qualifying shares are not disclosed pursuant to the exception provided in this paragraph, a general statement should nevertheless be made to indicate that the directors hold qualifying shares.
       
        (2) A statement showing the name, so far as is known to any director or chief executive of the issuer, of each person, other than a director or chief executive of the issuer, who has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or, who is, directly or indirectly, interested in ten per cent or more of the issued voting shares of any other member of the group and the amount of each of such person's interest in such securities, together with particulars of any options in respect of such securities, or, if there are no such interests or short positions, an appropriate negative statement. (Note 3)

      (Note 5)
       
      46.    (1) Particulars of directors' existing or proposed service contracts with any member of the group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)), or an appropriate negative statement.
       
        (2) The aggregate of the remuneration paid and benefits in kind granted to the directors of the issuer by any member of the group in respect of the last completed financial year under any description whatsoever.
       
        (3) An estimate of the aggregate remuneration payable to, and benefits in kind receivable by, the directors or any proposed directors of the issuer by any member of the group in respect of the current financial year under the arrangements in force at the date of the listing document.

      (Note 3)
       
      47.    (1) Full particulars of the nature and extent of the interest, direct or indirect, if any, of every director or proposed director or expert (as named in the listing document), in the promotion of, or in any assets which have been, within the two years immediately preceding the issue of the listing document, acquired or disposed of by or leased to, any member of the group, or are proposed to be acquired or disposed of by or leased to any member of the group, including:—
       
          (a)    the consideration passing to or from any member of the group; and
       
          (b)    short particulars of all transactions relating to any such assets which have taken place within such period or which are to take place,
       
          or an appropriate negative statement. (Notes 2 and 3)
       
        (2) Full particulars of any contract or arrangement subsisting at the date of the listing document in which a director of the issuer is materially interested and which is significant in relation to the business of the group, or an appropriate negative statement. (Note 3)
       
      Use of Proceeds
       
      48.    Otherwise than on an introduction, details of the intended use of the proceeds of the issue.
       
      49.    (1) Where relevant, as respects any property to which this paragraph applies:—
       
          (a)    the names and addresses of the vendors;
       
          (b)    the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor; and
       
          (c)    short particulars of any transaction relating to the property completed within the two preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect.
       
        (2) The property to which this paragraph applies is property purchased or acquired by the issuer or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue or the purchase or acquisition of which has not been completed at the date of the issue of the listing document, other than property:—
       
          (a)    the contract for the purchase or acquisition whereof was entered into in the ordinary course of the issuer's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or
       
          (b)    as respects which the amount of the purchase money is not material.
       
      50.    The amount, if any, paid or payable as purchase money in cash, shares or debentures for any property to which paragraph 49 applies, specifying the amount, if any, payable for goodwill.
       
      Additional information on mineral companies
       
      51.    In the case of mineral companies, the information set out in Chapter 18.
       
      Information on property interests
       
      51A.    Where required by Chapter 5, information set out in that Chapter.
       
      Material contracts and documents on display
       
      52.    The dates of and parties to all material contracts (not being contracts entered into in the ordinary course of business) entered into by any member of the group within the two years immediately preceding the issue of the listing document, together with a summary of the principal contents of such contracts and particulars of any consideration passing to or from any member of the group. (Note 3)
       
      53.    Details of a reasonable period of time (being not less than 14 days) during which the following documents where applicable are published on the Exchange’s website and the issuer’s own website:—
       
        (1) the memorandum and articles of association or equivalent documents of the issuer;
       
        (2) each contract disclosed pursuant to paragraphs 46(1) and 52 or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof;
       
        (3) all reports, letters or other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in the listing document;
       
        (4) a written statement signed by the reporting accountants setting out the adjustments made by them in arriving at the figures shown in their report and giving the reasons therefore; and
       
        (5) the audited accounts of the issuer or, in the case of a group, the consolidated audited accounts of the issuer and its subsidiaries for each of the two financial years immediately preceding the issue of the listing document together with (in the case of a Hong Kong issuer) all notes, certificates or information required by the Companies Ordinance.

      (Note 3)
       
      NOTES
       
      Note 1 In cases where the directors of the issuer are responsible for part of the listing document, the directors of another company being responsible for the remainder, the statement should be appropriately adapted. In exceptional cases the Exchange may require other persons to give, or join in, the statement of responsibility in which case the listing document should also be modified appropriately.
       
      Note 2 In the case of an issuer which has carried on the same business for more than two years immediately preceding the issue of the listing document, application may be made to the Exchange to dispense with the requirements of paragraphs 8, 20(1) and 47, in so far as it relates to interests in the promotion.
       
      Note 3 Under paragraphs 13, 26, 27, 28, 29(2), 32, 34, 36, 40, 45(2), 46, 47, 52 and 53, reference to the group is to be construed as including any company which will become a subsidiary of the issuer by reason of an acquisition which has been agreed or proposed since the date to which the latest audited accounts of the issuer have been made up.
       
      Note 4 [Repealed 1 April 2015]
       
      Note 5 For the purposes of paragraph 45 particulars should be given of the extent of any duplication which occurs.
       
      Note 6 Where an issuer has caused any property interests to be valued (in accordance with Chapter 5) or has caused any valuation to be made of any other tangible assets and included such a valuation in the prospectus relating to its initial public offer, the issuer is required to state in its prospectus, by way of note to the adjusted net tangible asset statement, the additional depreciation (if any) that would be charged against the income statement had such assets been stated at valuation.
       
      Note 7 For the purposes of paragraph 41 "other listed public companies" means other public companies the securities of which are listed on any securities market in Hong Kong (including but not limited to the Main Board and GEM) or overseas.

    • Equity Securities

      Part B
       
      Equity Securities
       
      In the case where listing is sought for equity securities of an issuer some part of whose share capital is al listed
       
      General information about the issuer, its advisers and the listing document
       
      1.    The full name of the issuer.
       
      2.    A statement as follows:—

      "This document, for which the directors of the issuer collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading." (Note 1)
       
      3.    The names and addresses of the issuer's principal bankers, authorised representatives, solicitors, registrars and trustees (if any) and of the solicitors to the issue.
       
      4.    The name, address and professional qualifications of the auditors.
       
      5.    Where the listing document includes a statement purporting to be made by an expert, a statement:—
       
        (1)    specifying the qualifications of such expert and whether such expert has any shareholding in any member of the group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the group and, if so, a full description thereof;
       
        (2)    that the expert has given and has not withdrawn his written consent to the issue of the listing document with the expert's statement included in the form and context in which it is included; and
       
        (3)    of the date on which the expert's statement was made and whether or not it was made by the expert for incorporation in the listing document.
       
      6.    (1)    Particulars of any other stock exchange on which any part of the equity or debt securities of the issuer is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought;
       
        (2)    the name of the stock exchange on which the issuer's primary listing is or is to be; and
       
        (3)    particulars of the dealing and settlement arrangements on each such exchange and between such exchanges,
       
        or an appropriate negative statement.
       
      7.    Particulars of any arrangement under which future dividends are waived or agreed to be waived.
       
      8.    Particulars of any commissions, discounts, brokerages or other special terms granted since the date to which the latest published audited accounts of the issuer were made up in connection with the issue or sale of any capital of any member of the group, together with the names of any directors or proposed directors, promoters or experts (as named in the listing document) who received any such payment or benefit and the amount or rate of the payment or benefit they received, or an appropriate negative statement. (Note 2)
       
      8A.    [Repealed 1 January 2009]
       
      Information about the securities for which listing is sought and the terms and conditions of their issue and distribution
       
      9.    (1)    A statement that application has been or will be made to the Exchange for listing of and permission to deal in the securities; and
       
        (2)    In case of a new class of securities to be listed, a statement that all necessary arrangements have been made enabling the securities to be admitted into CCASS or an appropriate negative statement.
       
      10.    The nature and amount of the issue including the number of securities which have been or will be created and/or issued, if predetermined.
       
      11.    Where the securities for which listing is sought were issued for cash since the date to which the latest published audited accounts of the issuer were made up, or will be issued for cash, a statement or an estimate of the net proceeds of the issue and a statement as to how such proceeds were or are intended to be applied, provided that, in the case of a fully underwritten rights issue or open offer, if the net proceeds are not intended to be used for a specific purpose, the statement may refer to the net proceeds being used for general corporate funding purposes.
       
      12.    The amount or estimated amount of the expenses of the issue and of the application for listing and by whom the same are payable.
       
      13.    A statement of the net tangible asset backing for each class of security for which listing is sought, after making allowance for any new securities to be issued, as detailed in the listing document.
       
      14.    If known, the date on which dealings will commence.
       
      15.    Where the securities for which listing is sought are allotted by way of exchange or substitution, an explanation of the financial effects thereof and the effect on existing share rights.
       
      16.    Where the securities for which listing is sought are allotted by way of capitalisation of reserves or profits or by way of bonus to the holders of an existing security, a statement as to the pro rata entitlement, the last date on which transfers were or will be accepted for registration for participation in the issue, how the securities rank for dividend, whether the securities rank pari passu with any listed securities, the nature of the document of title, its proposed date of issue and whether or not it is renounceable and how fractions (if any) are to be treated.
       
      17.    Where listing is sought for shares which will not be identical with shares al listed:—
       
        (1)    a statement of the rights as regards dividend, capital, redemption and voting attached to such shares and (except as regards the lowest ranking equity) as to the right of the issuer to create or issue further shares ranking in priority thereto or pari passu therewith; and
       
        (2)    a summary of the consents necessary for the variation of such rights.
       
      18.    Where the securities for which listing is sought are offered by way of rights or by way of an open offer to the holders of an existing listed security, a statement as to:—
       
        (1)    how securities not taken up will be dealt with and the time, being not less than 10 business days, in which the offer may be accepted. In cases where the issuer has a large number of overseas members a longer offer period may be desirable, provided that the Exchange must be consulted if the issuer proposes an offer period of over 15 business days;
       
        (2)    the pro rata entitlement (if applicable), the last date on which transfers were accepted for registration for participation in the issue, how the securities rank for dividend, whether the securities rank pari passu with any listed securities, the nature of the document of title and its proposed date of issue, and how fractions (if any) are to be treated;
       
        (3)    whether the board of directors has received any information from any substantial shareholders of their intention to take up the securities provisionally allotted or offered to them or to be provisionally allotted or offered to them and particulars thereof; and
       
        (4)    the matters required to be disclosed by rule 7.19(2), (3), (4), (6) and (7), 7.21(1) and (2), 7.24(2), (3), (5) and (6), 7.26A(1) and (2) and/or 14A.92(2)(b), where appropriate.
       
      19.    Where listing is sought for securities with a fixed dividend, particulars of the profits cover for dividend .
       
      20.    Where listing is sought for options, warrants or similar rights to subscribe or purchase equity securities:—
       
        (1)    the maximum number of securities which could be issued on exercise of such rights;
       
        (2)    the period during which such rights may be exercised and the date when this right commences;
       
        (3)    the amount payable on the exercise of such rights;
       
        (4)    the arrangements for transfer or transmission of such rights;
       
        (5)    the rights of the holders on the liquidation of the issuer;
       
        (6)    the arrangements for the variation in the subscription or purchase price or number of securities to take account of alterations to the share capital of the issuer;
       
        (7)    the rights (if any) of the holders to participate in any distributions and/or offers of further securities made by the issuer; and
       
        (8)    a summary of any other material terms of the options, warrants or similar rights.
       
      21.    Where listing is sought for convertible equity securities:—
       
        (1)    information concerning the nature of the equity securities to which the convertible equity securities relate and the rights attaching thereto; and
       
        (2)    the conditions of and procedures for conversion, exchange, subscription or purchase and details of the circumstances in which they may be amended.
       
      Information about the issuer's capital
       
      22.    (1)    The authorised share capital of the issuer, the amount issued or agreed to be issued, the amount paid up, the nominal value and a description of the shares.
       
        (2)    The amount of any outstanding convertible debt securities and particulars of the conditions governing and the procedures for conversion, exchange or subscription of such securities.
       
      23.    Particulars of and the number of founder or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the group.
       
      24.    Particulars of any alterations in the capital of any member of the group since the date to which the latest published audited accounts of the issuer were made up, including:—
       
        (1)    where any such capital has been issued or is proposed to be issued as fully or partly paid up otherwise than in cash, particulars of the consideration for which the same has been or is proposed to be issued and in the latter case, the extent to which they are so paid up; and
       
        (2)    where any such capital has been issued or is proposed to be issued for cash, particulars of the price and terms upon which the same has been or is proposed to be issued, details of any discounts or other special terms granted and (if not al fully paid) the dates when any instalments are payable with the amount of all calls or instalments in arrear,
       
        or an appropriate negative statement. (Note 2)
       
      25.    Particulars of any capital of any member of the group which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantee, or an appropriate negative statement. (Note 2)

      Provided that where options have been granted or agreed to be granted to all the members or debenture holders or to any class thereof, or to employees under a share scheme, it shall be sufficient, so far as the names and addresses are concerned, to record that fact without giving the names and addresses of the grantees.
       
      General information about the group's activities
       
      26.    (1)    (a)    The general nature of the business of the group and, in cases where two or more activities are carried on which are material in terms of profits or losses, assets employed or any other factor, such figures and explanation as are necessary to demonstrate the relative importance of each such activity and details of the main categories of products sold and/or services performed and an indication of any significant new products and/or activities. If the group trades outside the country of incorporation or other establishment of the issuer a statement showing a geographical analysis of its trading operations. Where a material proportion of the group's assets are situated outside the country of incorporation or other establishment of the issuer, a statement giving the best practicable indication of the amount and situation of such assets and the amount of the assets situated in Hong Kong. (Note 3)
       
          (b)    additional information in respect of major customers (meaning, other than in relation to consumer goods or services, the ultimate customer, and in relation to consumer goods or services the ultimate wholesaler or retailer as the case may be) and suppliers (meaning the ultimate supplier of items which are not of a capital nature) as follows:—
       
            (i)    a statement of the percentage of purchases attributable to the group's largest supplier;
       
            (ii)    a statement of the percentage of purchases attributable to the group's 5 largest suppliers combined;
       
            (iii)    a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's largest customer;
       
            (iv)    a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's 5 largest customers combined;
       
            (v)    a statement of the interests of any of the directors; their close associates; or any shareholder (which to the knowledge of the directors owns more than 5% of the number of issued shares of the issuer) in the suppliers or customers disclosed under (i) to (iv) above or if there are no such interests a statement to that effect;
       
            (vi)    in the event that the percentage which would fall to be disclosed under (ii) above is less than 30, a statement of that fact shall be given and the information required in (i), (ii) and (v) (in respect of suppliers) may be omitted; and
       
            (vii)    in the event that the percentage which would fall to be disclosed under (iv) above is less than 30, a statement of that fact shall be given and the information required in (iii), (iv) and (v) ( in respect of customers) may be omitted.
            Sub-paragraph 26(1)(b) applies to all issuers whose businesses comprise, in whole or in part, the supply of goods or services of whatever nature, and in the case of service references to customers includes the clients of such issuers.

      In relation to consumer goods, references to customers are to the ultimate wholesaler or retailer, except when the issuer's business incorporates the wholesaling or retailing operation. In all other cases references to customers are to ultimate customer.

      References to suppliers are primarily to those who provide goods or services which are specific to an issuer's business and which are required on a regular basis to enable the issuer to continue to supply or service its customers. Suppliers of goods and services which are freely available from a range of suppliers at similar prices or which are otherwise freely available (such as utilities) are excluded. In particular, it is recognised that an obligation on issuers who are providers of financial services (such as banks and insurance companies) to give information about suppliers would be of limited or no value, and there is therefore no disclosure requirement in respect of suppliers to such issuers.

      The Exchange must be consulted if there is any doubt about the application of sub-paragraph 26(1)(b).
       
        (2)    If required by the Exchange, particulars of any contracts for the hire or hire purchase of plant to or by any member of the group for a period of over one year which are substantial in relation to the group's business.
       
        (3)    Particulars of any trade marks, patents or other intellectual or industrial property rights which are material in relation to the group's business and, where such factors are of fundamental importance to the group's business or profitability, a statement regarding the extent to which the group is dependent on such factors.
       
        (4)    Particulars of any interruptions in the business of the group which may have or have had a significant effect on the financial position in the last 12 months.
       
        (5)    Particulars, including location, of the principal investments (if any), including such investments as new plant, factories and research and development, being made or planned by the group.
        (Note 2)
       
      27.    Particulars of any restriction affecting the remittance of profits or repatriation of capital into Hong Kong from outside Hong Kong.
       
      Financial information about the group and the prospects of the group
       
      28.    A statement as at the most recent practicable date (which must be stated) of the following on a consolidated basis if material:—
       
        (1)    the total amount of any debt securities of the group issued and outstanding, and authorised or otherwise created but unissued, and term loans, distinguishing between guaranteed, unguaranteed, secured (whether the security is provided by the issuer or by third parties) and unsecured, or an appropriate negative statement;
       
        (2)    the total amount of all other borrowings or indebtedness in the nature of borrowing of the group including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, distinguishing between guaranteed, unguaranteed, secured and unsecured borrowings and debt, or an appropriate negative statement;
       
        (3)    all mortgages and charges of the group, or an appropriate negative statement; and
       
        (4)    the total amount of any contingent liabilities or guarantees of the group, or an appropriate negative statement.

      Intra-group liabilities should normally be disregarded, a statement to that effect being made where necessary. (Notes 2 and 3)
       
      29.    (1)    (a)    General information on the trend of the business of the group since the date to which the latest published audited accounts of the issuer were made up; and
       
          (b)    a statement as to the financial and trading prospects of the group for at least the current financial year, together with any material information which may be relevant thereto, including all special trade factors or risks (if any) which are not mentioned elsewhere in the listing document and which are unlikely to be known or anticipated by the general public, and which could materially affect the profits. (Note 2)
       
        (2)    The issuer must determine in advance with its financial adviser whether to include a profit forecast in a listing document. Where a profit forecast appears in any listing document, it must be clear, unambiguous and presented in an explicit manner and the principal assumptions, including commercial assumptions, upon which it is based, must be stated. The accounting policies and calculations for the forecast must be examined and reported on by the reporting accountants or auditors, as appropriate, and their report must be set out. The financial adviser must report in addition that they have satisfied themselves that the forecast has been stated by the directors after due and careful enquiry, and such report must be set out.

      A "profit forecast" for this purpose means any forecast of profits or losses, however worded, and includes any statement which explicitly or implicitly quantifies the anticipated level of future profits or losses, either expressly or by reference to previous profits or losses or any other benchmark or point of reference. It also includes any profit estimate, being any estimate of profits or losses for a financial period which has expired but for which the results have not yet been published. Any valuation of assets (except property interests (as defined in rule 5.01(3)) or businesses acquired by an issuer based on discounted cash flows or projections of profits, earnings or cash flows is regarded as a profit forecast.
       
      30.    A statement by the directors that in their opinion the working capital available to the group is sufficient for the group's requirements for at least 12 months from the date of publication of the listing document or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary. (Note 2)

      Note:  An issuer which is a banking company or an insurance company should refer to rule 11.09A.
       
      31.    (1)    Where required by Chapter 4, a report by the reporting accountants in accordance with that Chapter. The accountants' report must, in addition, comply with the provisions set out in Appendix 16 to the Listing Rules in relation to the disclosure requirements for circulars.
       
        (2)    If after the date to which the latest published audited accounts of the issuer have been made up, any member of the group has acquired or agreed to acquire or is proposing to acquire a business or an interest in the share capital of a company whose profits or assets make or will make a material contribution to the figures in the auditors' report or next published accounts of the issuer:—
       
          (a)    a statement of the general nature of the business or of the business of the company in which an interest has been or is being acquired, together with particulars of the situation of the principal establishments and of the principal products;
       
          (b)    a statement of the aggregate value of the consideration for the acquisition and how it was or is to be satisfied; and
       
          (c)    if the aggregate of the remuneration payable to and benefits in kind receivable by the directors of the acquiring company will be varied in consequence of the acquisition, full particulars of such variation; if there will be no variation, a statement to that effect.
       
        (3)    Information for the last three financial years with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited balance sheet together with the notes on the annual accounts for the last financial year:—
       
          (a)    for the group; and
       
          (b)    for any company acquired since the date of the last published audited accounts of the group in respect of which an accountants' report has al been submitted to shareholders or which was itself during the last 12 months a listed issuer.
       
          (Note 6)
       
      32.    A statement by the directors of any material adverse change in the financial or trading position of the group since the date to which the latest published audited accounts of the issuer have been made up, or an appropriate negative statement.
       
      33.    Particulars of any litigation or claims of material importance pending or threatened against any member of the group, or an appropriate negative statement. (Note 2)
       
      Information about the issuer's management
       
      34.    The full name, residential or business address of every director and senior manager or proposed director and senior manager. Where a director or proposed director has any former name or alias, such information should be disclosed. In addition, brief biographical details in respect of the directors, proposed directors, senior managers and proposed senior managers of the issuer shall be provided. Such details will include name, age, positions held with the issuer and other members of the issuer's group, length of service with the issuer and the group including current and past directorships in other listed public companies in the last three years and such other information (which may include business experience) of which shareholders should be aware, pertaining to the ability or integrity of such persons (which would include, without limitation, full particulars of any public sanctions made against them by statutory or regulatory authorities). Where any of the directors or senior managers are related, having with any other director or senior manager any one of the relationships set out below, that fact should be stated. The relationships are spouse; any person cohabiting with the director or senior manager as a spouse; and any relative meaning a child or step-child regardless of age, a parent or step-parent, a brother, sister, step-brother or a step-sister, a mother-in-law, a father-in law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Where any director or proposed director is a director or employee of a company which has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, that fact shall be stated.

      It is the responsibility of the directors of the issuer to determine which individual or individuals constitute senior management. Senior management may include directors of subsidiaries and heads of divisions, departments or other operating units within the group as senior management as, in the opinion of the issuer's directors, is appropriate.

      (Note 5)
       
      35.    The full name and professional qualification, if any, of the secretary of the issuer.
       
      36.    The situation of the registered office and, if different, the head office and transfer office.
       
      37.    Details of any share schemes to which Chapter 17 applies.
       
      38.    (1)    A statement showing the interests and short positions of each director and chief executive of the issuer in the shares, underlying shares and debentures of the issuer or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance) which:—
       
          (a)    are required to be notified to the issuer and the Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including interests and short positions which he is taken or deemed to have under such provisions of Securities and Futures Ordinance); or
       
          (b)    are required, pursuant to section 352 of the Securities and Futures Ordinance, to be entered in the register referred to therein; or
       
          (c)    are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the issuer and the Exchange;
          or an appropriate negative statement. Provided that the Exchange may agree in its sole discretion that compliance with this paragraph may be modified or waived in respect of any associated corporation if, in the opinion of the Exchange, the number of associated companies in respect of which each director and chief executive is taken or deemed to have an interest or short position under Part XV of the Securities and Futures Ordinance is such that compliance with this paragraph would result in particulars being given which are not material in the context of the group and are excessive in length; and
       
        (1A)    A statement required by sub-paragraph 38(1) must specify the company in which the interests or short positions are held, the class to which those securities belong and the number of such securities held. The statement need not disclose:
       
          (a)    the interests of a director in the shares of the listed issuer or any of its subsidiaries if such interest is held solely in a non-beneficial capacity and is for the purpose of holding the requisite qualifying shares;
       
          (b)    the non-beneficial interests of directors in the shares of any subsidiary of the listed issuer in so far as that interest comprises the holding of shares subject to the terms of a written, valid and legally enforceable declaration of trust in favour of the parent company of that subsidiary or the listed issuer and such interest is held solely for the purpose of ensuring that the relevant subsidiary has more than one member;
       
          Note: Where interests in securities arising from the holding of such securities as qualifying shares are not disclosed pursuant to the exception provided in this paragraph, a general statement should nevertheless be made to indicate that the directors hold qualifying shares.
       
        (2)    A statement showing the name, so far as is known to any director or chief executive of the issuer, of each person, other than a director or chief executive of the issuer, who has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or, who is, directly or indirectly, in terested in ten per cent. or more of the issued voting shares of any other member of the group and the amount of each of such person's interest in such securities, together with particulars of any options in respect of such securities, or, if there are no such interests or short positions, an appropriate negative statement. (Note 2)

      (Note 4)
       
      39.    Particulars of directors' existing or proposed service contracts with any member of the group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)), or an appropriate negative statement. (Note 2)
       
      40.    (1)    Full particulars of the nature and extent of the interest, direct or indirect, if any, of every director or proposed director or expert (as named in the listing document) in any assets which have been, since the date to which the latest published audited accounts of the issuer were made up, acquired or disposed of by or leased to any member of the group, or are proposed to be acquired or disposed of by or leased to any member of the group, including:—
       
          (a)    the consideration passing to or from any member of the group; and
       
          (b)    short particulars of all transactions relating to any such assets which have taken place within such period,
       
          or an appropriate negative statement.
       
        (2)    Full particulars of any contract or arrangement subsisting at the date of the listing document in which a director of the issuer is materially interested and which is significant in relation to the business of the group, or an appropriate negative statement.

      (Note 2)
       
      Additional information on mineral companies
       
      41.    In the case of mineral companies, the information set out in Chapter 18.
       
      Material contracts and documents on display
       
      42.    The dates of and parties to all material contracts (not being contracts entered into in the ordinary course of business) entered into by any member of the group within the two years immediately preceding the issue of the listing document, together with a summary of the principal contents of such contracts and particulars of any consideration passing to or from any member of the group. (Note 2)
       
      43.    Details of a reasonable period of time (being not less than 14 days) during which the following documents where applicable are published on the Exchange’s website and the issuer’s own website:—
       
        (1)    [Repealed 4 October 2021]
       
        (2)    each of the following contracts:—
       
          (a)    any service contracts disclosed pursuant to paragraph 39;
       
          (b)    any material contracts disclosed pursuant to paragraph 42; and
       
          (c)    in the case of a notifiable transaction or connected transaction circular, any contracts pertaining to the transaction,
       
          or where any of the above contracts have not been reduced into writing, a memorandum giving full particulars thereof;
       
        (3)    all reports, letters or other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in the listing document; and
       
        (4)    a written statement signed by the reporting accountants setting out the adjustments made by them in arriving at the figures shown in their report and giving the reasons therefor.
       
        (5)    [Repealed 4 October 2021]
       
        (6)    [Repealed 4 October 2021]
       
      NOTES
       
      Note 1 In cases where the directors of the issuer are responsible for part of the listing document, the directors of another company being responsible for the remainder, the statement should be appropriately adapted. In exceptional cases the Exchange may require other persons to give, or join in, the statement of responsibility in which case the listing document should also be modified appropriately.
       
      Note 2 Under paragraphs 8, 24, 25, 26, 28, 29(1)(b), 30, 33, 38(2), 39, 40, and 42, reference to the group is to be construed as including any company which will become a subsidiary of the issuer by reason of an acquisition which has been agreed or proposed since the date to which the latest audited accounts of the issuer have been made up.
       
      Note 3 [Repealed 1 April 2015]
       
      Note 4 For the purposes of paragraph 38 particulars should be given of the extent of any duplication which occurs.
       
      Note 5 For the purposes of paragraph 34 "other listed public companies" means other public companies the securities of which are listed on any securities market in Hong Kong (including but not limited to the Main Board and GEM) or overseas.
       
      Note 6  For the purpose of paragraph 31(3), the information may be incorporated in the listing document or circular of the listed issuer by reference to its other documents published under the Exchange Listing Rules.

    • Debt Securities

      Part C
       
      Debt Securities
       
      In the case where listing is sought for debt securities
       
      General information about the issuer, its advisers and the listing document
       
      1.    The full name of the issuer.
       
      2.    A statement as follows:—

      "This document, for which the directors of the issuer collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading." (Note 1)
       
      3.    The names and addresses of the issuer's authorised representatives, solicitors and, if any, receiving bankers, registrars, trustee, fiscal agent, paying agents and the solicitors to the issue.
       
      4.    The name, address and professional qualifications of the auditors.
       
      5.    The date and country of incorporation or other establishment of the issuer and the authority under which the issuer was incorporated or otherwise established and, if not incorporated or established with perpetual existence, a statement to that effect.
       
      6.    Details of the legislation under which the issuer is incorporated or otherwise established and whether its liabilities are limited and, if so, in what manner or any other legal form which it has adopted under that legislation.
       
      7.    In the case of an issuer not incorporated or otherwise established in Hong Kong, the address of the head office and of the principal place of business (if any) in Hong Kong and of the place of business, if any, in Hong Kong registered under Part 16 of the Companies Ordinance, and the name(s) and address(es) of the person(s) in Hong Kong authorised to accept service of process and notices on its behalf.
       
      8.    Where the listing document includes a statement purporting to be made by an expert, a statement:—
       
        (1)    specifying the name, address and professional qualifications of such expert and the date on which the expert's statement was made;
       
        (2)    that the expert has given and has not withdrawn his written consent to the issue of the listing document with the expert's statement included in the form and context in which it is included;
       
        (3)    whether or not the statement was made by the expert for incorporation in the listing document; and
       
        (4)    specifying whether such expert has any shareholding in any member of the group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the group and, if so, a full description thereof.
       
      9.    Particulars of any other stock exchange on which any part of the equity securities of the issuer is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought and the name of the stock exchange on which the issuer's primary listing is or is to be, or an appropriate negative statement.
       
      Information about the securities for which listing is sought and the terms and conditions of their issue and distribution
       
      10.    A statement that application has been or will be made to the Exchange for listing of and permission to deal in the securities.
       
      11.    The amount or estimated amount of the expenses of the issue and of the application for listing and by whom the same are payable.
       
      12.    If known, the date on which permission to deal in the debt securities on the Exchange is expected to become effective.
       
      Information concerning the debt securities
       
      13.    An estimate of the net proceeds of the issue and a statement as to how such proceeds are intended to be applied.
       
      14.    A description of or the text of the terms and conditions of the issue containing:—
       
        (1)    the nominal amount of the issue or if this amount is not fixed, a statement to that effect, the nature and number of the debt securities and the denomination(s);
       
        (2)    a summary of the rights conferred upon the holders and particulars of the security;
       
        (3)    except in the case of continuous issues, the issue (or if different, offer) and redemption prices and the nominal interest rate and if floating, how it is calculated; if several interest rates are provided for, an indication of the conditions for changes in the rate. If any issue discount is allowed or premium is payable, a statement describing this. If any expenses of the issue are specifically charged to subscribers or purchasers, a statement describing this;
       
        (4)    details of the method of payment of the issue (or if different, offer) price including a description of any instalment arrangement;
       
        (5)    a statement regarding tax on the income from debt securities withheld at source and an indication as to whether the issuer assumes responsibility for the withholding of tax at source and any redemption option in the event of a withholding tax being introduced on or in respect of payments under the debt securities;
       
        (6)    details of the arrangements for the amortisation or early redemption of the issue, including procedures to be adopted;
       
        (7)    the names and addresses of the paying agent(s) and any registrar and transfer agent(s) for the debt securities in Hong Kong;
       
        (8)    details of the arrangements for transfer of the securities (if not in bearer form);
       
        (9)    the currency of the issue. If the issue is payable in any currency other than the currency of issue, this fact should also be disclosed;
       
        (10)    details of the following time limits:—
       
          (a)    final repayment date and any early repayment dates, specifying whether exercisable at the issuer's or the holder's option;
       
          (b)    the date from which interest accrues and the interest payment dates;
       
          (c)    prescription period for claims for payment of interest and repayment of principal; and
       
          (d)    procedures and time limits for delivery of the debt securities, whether there will be temporary documents of title and, if so, the procedures for the delivery and exchange thereof; and
       
        (11)    except in the case of continuous issues, an indication of yield. The method whereby that yield is calculated should also be described in summary form.
       
      15.    The following legal information:—
       
        (1)    an indication of the resolutions, authorisations and approvals by virtue of which the debt securities have been or will be created and/or issued and the number of debt securities which have been or will be created and/or issued, if predetermined;
       
        (2)    the nature and scope of the guarantees, sureties and commitments intended to ensure that the issue will be duly serviced with regard to both the principal of and the interest on the debt securities and an indication of the places where the public may have access to copies of such guarantees, sureties and commitments;
       
        (3)    details of the trustee, fiscal agent or of any other representative for the debt securities holders as a whole. The name and function or description and head office of such representative of the debt securities holders and, in particular, the conditions under which the representative may be replaced. An indication of where the public may inspect copies of the documents detailing how the representative is to act;
       
        (4)    a description of any subordination of the issue to other debts of the issuer al incurred or to be incurred;
       
        (5)    an indication of any legislation under which the debt securities have been created, the governing law and of the competent courts in the event of litigation;
       
        (6)    an indication as to whether the debt securities are in registered or bearer form; and
       
        (7)    details of any restrictions on the free transferability of the debt securities (e.g. provisions requiring transfers to be approved).
       
      16.    The following information concerning the application for listing of the debt securities:—
       
        (1)    particulars of any other stock exchange on which listing of or permission to deal in the debt securities is being or is proposed to be sought and particulars of any stock exchange on which debt securities of the same class are al listed;
       
        (2)    if debt securities of the same class have not yet been listed but are traded on several other regulated, regularly operating, open stock markets, an indication of such markets;
       
        (3)    the names of the legal entities underwriting the issue. If not all of the issue is underwritten, a statement of the portion not underwritten;
       
        (4)    if public or private issues or placings are being made simultaneously on markets within and outside Hong Kong and if a tranche has been or is being reserved for certain of those markets, an indication of any such tranche;
       
        (5)    a description of any stabilisation activities to be carried out in respect of the debt securities; and
       
        (6)    an indication of whether or not the debt securities have been sold or are available in whole or in part to the public in conjunction with the application and a description of other selling restrictions.
       
      17.    The following additional information concerning the issue:—
       
        (1)    the method of payment of the issue or offer price;
       
        (2)    except in the case of continuous issues, the period of the opening of the issue or offer and any possibilities of early closure;
       
        (3)    an indication of the financial organisations responsible for receiving the public's subscriptions; and
       
        (4)    a reference, if necessary, to the fact that subscriptions may be reduced.
       
      18.    If the issuer is a company, a reference to the registration of the listing document and any supporting documents with the Registrar of Companies and an indication as to any exemptions granted by the Registrar of Companies from the prospectus requirements contained in the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
       
      Additional information concerning convertible debt securities
       
      19.    Information concerning the nature of the equity securities or other property offered by way of conversion, exchange, subscription or purchase and the rights attached thereto including, in particular, the voting rights, entitlement to share in profits and, in the event of liquidation, any surplus and any other special rights.
       
      20.    Full details of any property the subject of such conversion, exchange, subscription or purchase rights.
       
      21.    The terms and conditions for conversion, exchange, subscription or purchase and details of the circumstances for or in which they may be amended, including the following information:—
       
        (1)    the total number of equity securities or other property subject to such rights;
       
        (2)    the period during which such rights may be exercised and the date when this right commences;
       
        (3)    the amount payable on the exercise of such rights;
       
        (4)    the arrangements for transfer or transmission of such rights;
       
        (5)    the rights of the holders on the liquidation of the company the equity securities of which are subject to such rights; and
       
        (6)    the arrangements for the variation in the subscription or exercise price or number of equity securities or other property to take account of alterations to the share capital of the company the equity securities of which are subject to such rights.
       
      22.    Where the issuer of the convertible debt securities is different from the issuer of the relevant equity securities, such items of information, with respect to the issuer of the equity securities, from paragraphs 1 to 12 and 35 to 54, as the Exchange shall require having regard to the circumstances of the issue and/or a statement indicating from where any information concerning the issuer of the equity securities contained in the listing document has been extracted and as to the date of the source of such extraction.
       
      23.    Where the issuer has authorised but unissued capital or is committed to increase its capital, an indication of:—
       
        (1)    the amount of such authorised capital or capital increase and, where appropriate, the duration of the authorisation;
       
        (2)    the categories of persons having preferential subscription rights for such additional portions of capital; and
       
        (3)    the terms and arrangements for the share issue corresponding to such portions.
       
      24.    If the issuer has shares not representing capital, the number and main characteristics of such shares.
       
      25.    An indication of the persons, so far as known to the issuer, who, directly or indirectly, jointly or severally, exercise or could exercise control over the issuer and particulars of the proportion of the voting capital held. Joint control means control exercised by two or more persons who have concluded an agreement which may lead to their adopting a common policy in respect of the issuer.
       
      26.    Details of the profit or loss per share of the issuer, arising out of the issuer's ordinary activities, after tax, for each of the last two financial years, where the issuer includes its own annual accounts in the listing document. Where the issuer includes only consolidated annual accounts in the listing document, it must indicate the consolidated profit or loss per share for each of the last two financial years. This information must appear in addition to that provided in accordance with the first sentence where the issuer also includes its own annual accounts in the listing document. If, in the course of the period of two financial years, the number of shares in the issuer has changed as a result, for example, of an increase in or reduction or reorganisation of capital, the profit or loss per share referred to in the first and second sentences must be adjusted to make them comparable; in that event the adjustment formulae used must be disclosed.
       
      27.    The amount of the dividend per share for each of the last two financial years, adjusted, if necessary, to make it comparable in accordance with the fourth sentence of paragraph 26.
       
      28.    Details of the fixed date(s), if any, on which entitlement to dividend arises.
       
      29.    Particulars of any arrangement under which future dividends are waived or agreed to be waived.
       
      30.    Name, registered office and proportion of capital held in respect of each undertaking in which the issuer holds at least ten per cent. of the capital. These details may be omitted when they are of negligible importance for the purpose of enabling investors and their investment advisers to make an informed assessment of the activities, assets and liabilities, financial position and management of the group at the time the listing document is issued and its profits and losses and of the rights attaching to the securities for which application is made.
       
      31.    Summary of the provisions of the issuer's memorandum and articles of association or equivalent documents regarding changes in capital and variation of class rights whether or not such provisions are more stringent than required by law.
       
      Additional information concerning options, warrants or similar rights.
       
      32.    Where the options, warrants or similar rights entitle the holder to subscribe or purchase another debt security all of the information required by paragraphs 13 to 18 in respect of that debt security.
       
      33.    Where the options, warrants or similar rights entitle the holder to subscribe or purchase equity securities or other property, all of the information required by paragraphs 9, 19 to 31 in respect of those equity securities or that other property.
       
      Information about the issuer's capital
       
      34.    Particulars of any alterations in the capital of the issuer or of any of its material subsidiaries, in the case of a new applicant within two years immediately preceding the issue of the listing document, and, in every other case, since the date to which the latest published audited accounts of the issuer were made up, including:—
       
        (1)    where any such capital has been issued or is proposed to be issued fully or partly paid up otherwise than in cash, particulars of the consideration for which the same has been or is proposed to be issued and in the latter case, the extent to which they are so paid up; and
       
        (2)    where any such capital has been issued or is proposed to be issued for cash, particulars of the price and terms upon which the same has been or is proposed to be issued, details of any discounts or other special terms granted and (if not al fully paid) the dates when any instalments are payable with the amount of all calls or instalments in arrear,
       
        or an appropriate negative statement. (Notes 2 and 3)
       
      35.    Particulars of any capital of any member of the issuer or of any of its material subsidiaries which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantee, or an appropriate negative statement. (Notes 2 and 3)

      Provided that where options have been granted or agreed to be granted to all the members or debenture holders or to any class thereof, or to employees under a share scheme, it shall be sufficient, so far as the names and addresses are concerned, to record that fact without giving the names and addresses of the grantees.
       
      36.    Number, book value and nominal value or, in the absence of a nominal value, the accounting par value of any of its own shares which any member of the group (being a company) has acquired and is holding, if such shares do not appear as a separate item in the balance sheet. (Note 3)
       
      General information about the group's activities
       
      37.    (1)    The general nature of the business of the group and, in cases where two or more activities are carried on which are material in terms of profits or losses, assets employed or any other factor, such figures and explanation as are necessary to demonstrate the relative importance of each such activity and details of the main categories of products sold and/or services performed and an indication of any significant new products and/or activities. If the group trades outside the country of incorporation or other establishment of the issuer a statement showing a geographical analysis of its trading operations. Where a material proportion of the group's assets is situated outside the country of incorporation or other establishment of the issuer, a statement giving the best practicable indication of the amount and situation of such assets and the amount of the assets situated in Hong Kong.
       
        (2)    If the issuer is a member of a group, a brief description of that group covering the issuer's position within that group and, if a subsidiary, the names of and the number of shares held (directly or indirectly) by each holding company of the issuer.
       
        (3)    If required by the Exchange, particulars of any contracts for the hire or hire purchase of plant to or by any member of the group for a period of over one year which are substantial in relation to the group's business.
       
        (4)    If required by the Exchange, particulars of any trade marks, patents or other intellectual or industrial property rights which are material in relation to the group's business and where such factors are of fundamental importance to the group's business or profitability a statement regarding the extent to which the group is dependent on such factors.
       
        (5)    Information concerning the policy of the group on the research and development of new products and processes over the past five financial years where significant.
       
        (6)    Particulars of any interruptions in the business of the group which may have or have had a significant effect on the financial position in the last 12 months.
       
        (7)    The number of people employed by the group and changes therein in the last financial year, if such changes are material in the context of the group, with, if possible, a breakdown of persons employed by main categories of activity.
       
        (8)    Particulars, including location, and of the principal investments (if any), including such investments as new plant, factories and research and development, being made or planned by the group.

      (Note 3)
       
      38.    (1)    In regard to every material subsidiary, particulars of the name, date and country of incorporation or other establishment, whether public or private, general nature of business, issued capital and the proportion thereof held or intended to be held by the issuer.
       
        (2)    In regard to the issuer and every material subsidiary, particulars of the location of the principal establishments.

      (Notes 2 and 3)
       
      Financial information about the group and prospects of the group
       
      39.    A consolidated capitalisation statement and indebtedness statement for the issuer made up to a recent date acceptable to the Exchange (normally not earlier than three months prior to the issue of the listing document) giving information on short, medium and long-term debt (distinguishing between actual and contingent liabilities and including details of any debt securities issued and, if appropriate, the terms and conditions of any conversion, exchange or subscription rights) and shareholders' equity (including an indication of authorised and issued share capital by class, if appropriate, and the amount paid-up) duly adjusted to reflect the issue of the debt securities for which listing is sought accompanied by particulars of any material changes since that date, or an appropriate negative statement.
       
      40.    A statement showing the revenue during the two financial years immediately preceding the issue of the listing document which should contain an explanation of the method used for computation of such revenue and a reasonable breakdown between the more important trading activities. In the case of a group, intra-group sales should be excluded.
       
      41.    (1)    General information on the trend of the business of the group since the date to which the latest audited accounts of the issuer were made up. (Note 3)
       
        (2)    A statement as to the financial and trading prospects of the group for at least the current financial year, together with any material information which may be relevant thereto, including all special trade factors or risks (if any) which are not mentioned elsewhere in the listing document and which are unlikely to be known or anticipated by the general public, and which could materially affect the profits. (Note 3)
       
        (3)    he issuer must determine in advance with its financial adviser whether to include a profit forecast in a listing document. Where a profit forecast appears in any listing document, it must be clear, unambiguous and presented in an explicit manner and the principal assumptions, including commercial assumptions, upon which it is based, must be stated. The accounting policies and calculations for the forecast must be examined and reported on by the reporting accountants and their report must be set out. The financial adviser must report in addition that they have satisfied themselves that the forecast has been stated by the directors after due and careful enquiry, and such report must be set out.

      A "profit forecast" for this purpose means any forecast of profits or losses, however worded, and includes any statement which explicitly or implicitly quantifies the anticipated level of future profits or losses, either expressly or by reference to previous profits or losses or any other benchmark or point of reference. It also includes any profit estimate, being any estimate of profits or losses for a financial period which has expired but for which the results have not yet been audited or published. Any valuation of assets (except property interests (as defined in rule 5.01(3)) or businesses acquired by an issuer based on discounted cash flows or projections of profits, earnings or cash flows is regarded as a profit forecast.  
        (4)    Particulars of the profits cover for interest payments and of the net tangible assets.
       
      42.    (1)    Where required by Chapter 4 (as modified by Chapters 31-37), a report by the reporting accountants in accordance with that Chapter (as so modified, where appropriate). If more than nine months have elapsed since the date to which the latest published audited accounts of the issuer were made up, an interim financial statement covering at least the first six months must be included in the listing document or appended to it. If the interim financial statement is unaudited, this fact must be stated.
       
        (2)    A statement by the directors of whether or not the accountants' report contains a modified opinion by the reporting accountants and if so, such modification must be reproduced in full and the reasons for such modification given.
       
      43.    A statement of any material adverse change in the financial or trading position of the group since the end of the period reported on in the accountants' report, or an appropriate negative statement. (Note 3)
       
      44.    [Repealed 1 January 2012]
       
      45.    Particulars of any litigation or claims of material importance pending or threatened against any member of the group, or an appropriate negative statement. (Note 3)
       
      Information about the issuer's management
       
      46.    The full name (including any former name(s) and alias(es)), residential or business address and description (being his qualifications or area of expertise or responsibility) of every director or proposed director (or any such person who performs an important administrative, management or supervisory function) and particulars of the principal functions performed by each of them within the group if significant to the group. In addition, brief biographical details in respect of every director or proposed director (or any person who performs an important administrative, management or supervisory function) must be provided. Such details must not be less than those required to be disclosed in an announcement relating to the appointment or re-designation of the director pursuant to rule 13.51(2) and would include, without limitation, full particulars of any public sanctions made against them by statutory or regulatory authorities.
       
      47.    The full name and professional qualifications, if any, of the secretary.
       
      48.    The situation of the registered office and, if different, the head office, principal office and transfer office (if applicable).
       
      49.    (1)    A statement showing the interests and short positions of each director and chief executive of the issuer in the shares, underlying shares and debentures of the issuer or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance) which:
       
          (a)    will have to be notified to the issuer and the Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including interests and short positions which he is taken or deemed to have under such provisions of Securities and Futures Ordinance) once the issuer's securities are listed; or
       
          (b)    will be required, pursuant to section 352 of the Securities and Futures Ordinance, to be entered in the register referred to therein, once the issuer's securities are listed,
       
          or an appropriate negative statement.
       
        (1A)    A statement required by sub-paragraph 49(1) must specify the company in which the interests or short positions are held, the class to which those securities belong and the number of such securities held. The statement need not disclose:
       
          (a)    the interests of a director in the shares of the listed issuer or any of its subsidiaries if such interest is held solely in a non-beneficial capacity and is for the purpose of holding the requisite qualifying shares;
       
          (b)    the non-beneficial interests of directors in the shares of any subsidiary of the listed issuer in so far as that interest comprises the holding of shares subject to the terms of a written, valid and legally enforceable declaration of trust in favour of the parent company of that subsidiary or the listed issuer and such interest is held solely for the purpose of ensuring that the relevant subsidiary has more than one member;
       
      Note: Where interests in securities arising from the holding of such securities as qualifying shares are not disclosed pursuant to the exception provided in this paragraph, a general statement should nevertheless be made to indicate that the directors hold qualifying shares.
       
        (2)    A statement showing the name, so far as is known to any director or chief executive of the issuer, of each person, other than a director or chief executive of the issuer, who has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or, who is, directly or indirectly, interested in ten per cent. or more of the issued voting shares of any other member of the group and the amount of each of such person's interest in such securities, together with particulars of any options in respect of such securities, or, if there are no such interests or short positions, an appropriate negative statement. (Note 3)
       
      (Note 4)
       
      50.    Full particulars of any contract or arrangement subsisting at the date of the listing document in which a director of the issuer is materially interested and which is significant in relation to the business of the group, or an appropriate negative statement. (Note 3)
       
      Additional information on mineral companies
       
      51.    In the case of mineral companies, the information set out in Chapter 18.
       
      Information on property interests
       
      51A.    Where required by Chapter 5, information set out in that Chapter.
       
      Contracts pertaining to the issue and documents on display
       
      52.    The dates of and parties to all documents pertaining to the issue entered into by any member of the group within the two years immediately preceding the issue of the listing document, together with a summary of the principal contents of such contracts. (Note 3)
       
      53.    Details of where annual and any interim reports are available and how often interim reports are published.
       
      54.    Details of a reasonable period of time (being not less than 14 days) during which the following documents where applicable are published on the Exchange’s website and the issuer’s own website:—
       
        (1)    the memorandum and articles of association or equivalent documents of the issuer;
       
        (2)    any trust deed, fiscal agency agreement or other document constituting the debt securities;
       
        (3)    all reports, letters or other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in the listing document;
       
        (4)    a written statement signed by the reporting accountants setting out the adjustments made by them in arriving at the figures shown in their report and giving the reasons therefor; and
       
        (5)    the audited accounts and interim statements of the issuer, or in the case of a group, the consolidated audited accounts of the issuer and its subsidiaries for each of the two financial years immediately preceding the issue of the listing document together with (in the case of a Hong Kong issuer) all notes, certificates or information required by the Companies Ordinance.
       
        (Note 3)
       
      NOTES
       
      Note 1 In cases where the directors of the issuer are responsible for part of the listing document, the directors of another company being responsible for the remainder, the statement should be appropriately adapted. In exceptional cases the Exchange may require other persons to give, or join in, the statement of responsibility in which case the listing document should also be modified appropriately.
       
      Note 2 "A material subsidiary" is a company whose profits or assets make or will make a material contribution to the figures in the accountants' report required by paragraph 42(1) (if relevant) or the next published accounts.
       
      Note 3 Under paragraphs 34, 35, 36, 37, 38, 41(1) and (2), 43, 45, 49(2), 50, 52 and 54 above, reference to the group or material subsidiaries, as the case may be, is to be construed as including any company which will become a subsidiary or material subsidiary, as appropriate, by reason of an acquisition which has been agreed or proposed since the date to which the latest audited accounts of the issuer have been made up.
       
      Note 4 For the purposes of paragraph 49 particulars should be given of the extent of any duplication which occurs.
       
      Note 5 For the purpose of paragraph 54(5) the interim statements need not be consolidated if the issuer has in the past always presented accounts on another basis.
       

    • Structured Products

      Part D
       
      Structured Products
       
      Note: A stand alone listing document in relation to a structured product issue should contain all the information required by this Appendix. A base listing document and supplemental listing document should, between them, contain all the information set out in this Appendix. In the case of a guaranteed issue, references in this Appendix to the "issuer" should be read as applying equally to the guarantor.
       
      General Information
       
      1.    Each base listing document, stand alone listing document, or supplemental listing document shall on the front cover or inside front cover contain the following prominent and legible statements:—
       
        (a)    "Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.";
       
        (b)    "This document, for which the issuer [and the guarantor] accept[s] full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer [and the guarantor]. The issuer [and the guarantor], having made all reasonable enquiries, confirm[s] that to the best of [its] [their] knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.";
       
          Note The above statement shall be modified according to whether the issue is or is not a guaranteed issue.
       
        (c)    "Investors are warned that the price of the structured products may fall in value as rapidly as it may rise and holders may sustain a total loss of their investment. Prospective purchasers should therefore ensure that they understand the nature of the structured products and carefully study the risk factors set out in this document and, where necessary, seek professional advice, before they invest in the structured products."; and
       
          Note: This disclosure may be modified in the case of capital protected products.

      The expression 'structured products' may be replaced by the name of the product (for example derivative warrants or equity linked instruments) where the listing document relates solely to an issue or issues of that type of product.
       
        (d)    in the case of non-collateralised structured products:

      "The structured products constitute general unsecured contractual obligations of the issuer and of no other person and if you purchase the structured products you are relying upon the creditworthiness of the issuer [and the guarantor] [and have no rights under the structured products against the company which has issued the underlying securities]."
       
          Note: The above statement shall be modified according to whether the issue is or is not a guaranteed issue and whether or not there are any securities underlying the issue.

      The expression 'structured products' may be replaced by the name of the product (for example derivative warrants or equity linked instruments) where the listing document relates solely to an issue or issues of that type of product.
       
      2.    The names and addresses of the registrars (if any), trustees (if any), warrant agent (if any) and the transfer office.
       
      3.    A statement that:
       
        (1)    application has been or will be made to the Exchange for listing of, and permission to deal in, the structured products.
       
        (2)    all necessary arrangements have been made enabling the structured products to be admitted into CCASS or an appropriate negative statement.
       
      4.    If known, the date on which dealings in the structured product will commence.
       
      5.    Where the listing document includes a statement purporting to be made by an expert, a statement:-
       
        (a)    specifying the qualifications of such expert and whether such expert has any shareholding in the issuer or any member of the issuer's group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in the issuer or any member of the issuer's group, and, if so, a full description thereof;
       
        (b)    that the expert has given and has not withdrawn his written consent to the issue of the listing document with the expert's statement included in the form and context in which it is included; and
       
        (c)    of the date on which the expert's statement was made and whether or not it was made by the expert for incorporation in the listing document.
       
      6.    A statement as to the tax implications for Hong Kong investors who wish to invest in the structured products including, if applicable, a reference to any duties or taxes payable on exercise, expiry or maturity of the structured products.
       
      Information upon the Issuer
       
      7.    For all listing documents the full name of the issuer and, if applicable, the guarantor.
       
      8.    The country of incorporation or other establishment of the issuer and, if applicable, the guarantor and the authority under which the issuer and, if applicable, the guarantor was incorporated or otherwise established.
       
      9.    In the case of an issuer and, if applicable, a guarantor, not incorporated or otherwise established in Hong Kong, the address of the head office and of the principal place of business (if any) in Hong Kong and of the place of business in Hong Kong registered under Part 16 of the Companies Ordinance, and the name(s) and address(es) of the person(s) in Hong Kong authorised to accept service of process and notices on its behalf.
       
      10.    The issuer's or, in the case of a guaranteed issue, the guarantor's published audited consolidated financial statements (including the accompanying notes thereto) and the auditor's report thereon, for the last two financial years.
       
      11. (1) (a) Where published, or if more than 10 months have elapsed since the date to which the latest published audited consolidated financial statements of the issuer or, in the case of guaranteed issues, the guarantor are made up, an interim financial report (the "Interim Report") in respect of the first 6 months of its financial year containing the following information:-
       
            (i) profits or losses before taxation,
       
            (ii) taxation on profits,
       
            (iii) profits or losses attributable to non-controlling interests,
       
            (iv) profits or losses attributable to shareholders,
       
            (v) the balance at the end of the period of share capital and reserves, and
       
            (vi) comparative figures for the matters specified in (i) to (v) inclusive for the corresponding previous period.
       
          (b) Where the Interim Report does not include items of information referred to in paragraph 11(1)(a) above, the issuer or, in the case of guaranteed issues, the guarantor shall include a statement in respect of the same period as the Interim Report referred to in paragraph 11(1)(a) above which sets out the information specified in paragraph 11(1)(a) above which is not included in the Interim Report.
       
          (c) A statement that the Interim Report and the statement in paragraphs 11(1) (a) and (b) above have been prepared in accordance with the issuer's or guarantor's usual accounting policies and procedures.
       
        (2)    Where published, the issuer's or, in the case of guaranteed issues, the guarantor's latest quarterly interim financial report. Where the quarterly report is made up to a date subsequent to the date of the Interim Report above and contains the information required by paragraph 11(1)(a) the Interim Report may be omitted. The quarterly report may be omitted where it is made up to a date prior to the date of any Interim Report included in accordance with paragraph 11(1)(a) above.
       
      12.    A statement that the issuer undertakes to, during the period that any structured products issued by it are listed on the Exchange, publish the issuer's, or in the case of a guaranteed issue, the guarantor's, published audited consolidated financial statements and any more recent published interim and quarterly financial statements on the Exchange’s website and the issuer’s own website and give the address of each website.
       
      13.    In the case of an issue of non-collateralised structured products, a description of the issuer's activities in relation to its use of structured products, derivative warrants, options, futures, swaps and similar instruments covering the following matters:-
       
        (1)    the purpose for which such instruments are used;
       
        (2)    the methods employed by the issuer to monitor, evaluate, manage and mitigate the risk arising including market risk, credit risk, concentration risk and operational risk;
       
        (3)    the role of senior management in the supervision of the risk management process including, the functions and independence of its risk management, credit, finance, internal audit and compliance units;
       
        (4)    the policy with respect to obtaining collateral, counterparty selection criteria and monitoring; and
       
        (5)    the imposition of and monitoring of trading and credit limits including the procedures and authorizations necessary for such limits to be exceeded and the procedures in relation to and action which would be taken if limits are exceeded without due authority.

      This information is to be included in the same listing document as the annual report in paragraph 10 above.
       
      14.    A statement of any material adverse change in the financial or trading position of the group since the end of the period reported on in the auditor's report disclosed pursuant to paragraph 10 to appear in all listing documents. Where there has been no material adverse change an appropriate negative statement must be included in all listing documents.
       
      15.    Particulars of any litigation or claims of material importance pending or threatened against the issuer or any member of the issuer's group or an appropriate negative statement. Where particulars are provided in the base listing document they should be updated in the supplemental listing document. Where there are no particulars to disclose an appropriate negative statement must be included in all listing documents.
       
      16.    (1) If the issuer is regulated by one of the bodies indicated in rule 15A.13(2) or (3), a statement of that fact, identifying the regulatory body, or, if the issuer is not so regulated, a statement of that fact.
       
        (2)    If the issuer has been rated by a credit rating agency, a statement of that fact, identifying the credit rating agency and the rating and the date it was awarded. This information shall appear in all listing documents.
       
      Information on the Structured Products
       
      17.    The following information:
       
        (1)    The nature and amount of the issue including the total number of units which have been or will be created and issued.
       
        (2)    A full description of, including the terms attaching to, the structured products for which listing is sought.
       
        (3)    The issue price or offer price of the structured products.
       
        (4)    The maximum number of securities or assets which the issuer or holders (as the case may be) are obliged to transfer upon exercise of the structured products.
       
        (5)    If applicable, the period during which the structured products may be exercised and the date when this right commences and the date when the structured products mature or expire.
       
        (6)    If applicable, the amount payable on the exercise of the structured products.
       
        (7)    The arrangements for transfer of the structured products.
       
        (8)    The rights of the holders of the structured product on the liquidation of the issuer.
       
        (9)    A summary of any other material terms of the structured products.
       
        (10)    Particulars of any other stock exchange on which the structured products are or will be listed or an appropriate negative statement.
       
        (11)    The identity of the Liquidity Provider for the issue of the structured product, and the Broker identification number of that Liquidity Provider. A statement that the Liquidity Provider is regulated by the Exchange and the Commission and an explanation of the relationship between the issuer and the Liquidity Provider emphasizing that the Liquidity Provider is acting as agent for the issuer.
       
        (12)    A statement of the method by which liquidity is to be provided for the structured product issue; in particular whether this will be by means of Quote Request or Continuous Quotes.
       
        (13)    Where liquidity is to be provided by means of Quote Request, a telephone number for requesting quotes and the time within which a response will be provided to a quote request.
       
        (14)    A statement of when liquidity will be provided for the structured product and when liquidity will not be provided for the structured product.
       
          Note: In normal circumstances an issuer shall provide liquidity in structured products that it has issued from five minutes after the Exchange has opened for trading until it closes.
       
        (15)    A statement of the minimum quantity of structured products for which the liquidity will be provided.
       
          Note: In normal circumstances an issuer shall provide liquidity for a minimum of 20 board lots of the structured product.
       
        (16)    A statement of the maximum spread between the bid and offer prices when liquidity is provided.
       
        (17)    Whether the Liquidity Provider will offer to purchase structured products at less than one cent.
       
        (18)    If applicable, a statement that neither the issuer nor the guarantor is the ultimate holding company of the group to which the issuer belongs and with which the issuer's name is identified.
       
      18.    A statement of all risks which are material for an investor to make an informed decision in respect of investing in the structured product.
       
      19.    For structured products which provide for settlement wholly in cash, a statement of the issuer's obligation to provide for automatic exercise upon expiry or maturity and a statement of the period in which the issuer may deliver the requisite cash settlement amount.
       
      Information on the underlying securities, indices or assets
       
      20.    In the case of structured products relating to securities of a company or companies, the listing document shall include the following information in respect of each of the underlying companies:-
       
        (1)    in the case of a company listed on the Exchange, an indication of where investors may obtain information on that company including its published audited consolidated financial statements and interim financial statements;
       
        (2)    in the case of any other company, an indication of where investors may obtain information on that company including its published audited consolidated financial statements and interim financial statements;
       
        (3)    in the case of companies which are not listed on the Exchange, a description of the principal activities of the relevant companies and their subsidiaries;
       
        (4)    in the case of companies which are not listed on the Exchange, details of their issued share capital;
       
        (5)    in the case of companies which are not listed on the Exchange, details of the substantial shareholders' interests;
       
        (6)    in the case of companies which are not listed on the Exchange, market statistics covering at least the price of the securities at the latest most practicable date, the market capitalisation, the historic price earnings multiple and dividend yield and a brief trading history of the securities over the two years immediately preceding the issue of the listing document;
       
        (7)    in the case of companies which are not listed on the Exchange, any other information concerning the relevant companies which has been published generally and which is necessary to enable an investor to make an informed assessment of the value of the structured products;
       
        (8)    the date of and arrangements for adjusting the amount payable on the exercise of such rights or the entitlement due upon exercise to (where applicable) take account of any rights issue, bonus issue, sub-division, consolidation or other alteration to the share capital of the company whose securities underlie the structured product;
       
        (9)    the rights (if any) of the holders to participate in any distributions and/or offers of further securities made by the company whose securities underlie the structured products; and
       
        (10)    the rights (if any) of the holders of the structured products on the liquidation of the company whose securities underlie the structured products.
       
      21.    In relation to structured products which provide for physical settlement of the underlying Exchange listed securities or assets a statement of the period in which the issuer may deliver documents of title (including certificates in the name of the exercising holder) or deliver the underlying Exchange listed securities by electronic transfer, to the holder following a valid exercise or following expiry or maturity.
       
      22.    In the case of structured products in respect of other securities or assets the listing document must contain that information which is necessary to enable an investor to make an informed assessment of the value of the structured products.
       
      23.    In the case of structured products relating to indices:-
       
        (1)    a description of the index;
       
        (2)    a description of the constituent stocks (if applicable);
       
        (3)    the identity of the party which sponsors and/or calculates the index;
       
        (4)    a description of the method of calculation;
       
        (5)    the arrangements for calculation if the index is not published by the normal party;
       
        (6)    the historic highs or lows for the last five years; and
       
        (7)    the closing spot level at the latest most practicable date.
       
        The information in paragraphs 23(1) to 23(7) may be omitted where the underlying index is the Hang Seng Index or such other index as may be prescribed by the Exchange from time to time.
       
      Information on the Guarantee
       
      24.    The full text of the guarantee.
       
      Language
       
      25.    Each listing document in a single language, either English or Chinese, must include in a prominent place a description in the other language of how the investor may obtain a listing document in that other language.
       
      Updating
       
      26.    In a base listing document, the date of the document and a statement that the base listing document may be updated from time to time.
       
      Display of documents
       
      27.    The following are published on the Exchange’s website and the issuer’s own website for so long as any structured products issued under a listing document are listed on the Exchange:-
       
        (1)    all reports, letters or other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in the listing document;
       
        (2)    any current and future base listing documents and supplemental listing documents or subsequent amendments to the listing document(s); and
       
        (3)    the latest published audited consolidated financial statements of the issuer and guarantor and any more recent published interim and quarterly financial statements.
       

    • Depositary Receipts

      Part E
       
      Depositary Receipts
       
      In the case where listing is sought for depositary receipts of an issuer no part of whose share capital is al listed
       
      General information about the issuer, its advisers and the listing document
       
      1. The full name of the issuer.
       
      2. A statement as follows:-

      "This document, for which the directors of the issuer collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading." (Note 1)
       
      3. The names and addresses of the issuer's principal bankers, sponsor (in the case of a new applicant), authorised representatives, solicitors, registrars and trustees (if any) and of the solicitors to the issue.
       
      4. The name, address and professional qualifications of the auditors.
       
      5. The date and country of incorporation or other establishment of the issuer and the authority under which the issuer was incorporated or otherwise established and the length of life of the issuer except where indefinite. The registration of the issuer and its registration number.
       
      6. In the case of an issuer not incorporated or otherwise established in Hong Kong, the domicile and legal form of the issuer, the legislation under which the issuer operates, its country of incorporation, the address and telephone number of the head office and of the principal place of business (if any) in Hong Kong and of the place of business in Hong Kong registered under Part 16 of the Companies Ordinance, and the name(s) and address(es) of the person(s) in Hong Kong authorised to accept service of process and notices on its behalf.
       
      7. The provisions or a sufficient summary of the provisions of the articles of association or equivalent document or the deposit agreement with regard to:-
       
        (1) any power enabling a director to vote on a proposal, arrangement or contract in which he is materially interested;
       
        (2) any power enabling the directors, in the absence of an independent quorum, to vote remuneration (including pension or other benefits) to themselves or any members of their body and any other provision as to the remuneration of the directors;
       
        (3) borrowing powers exercisable by the directors and how such borrowing powers can be varied;
       
        (4) retirement or non-retirement of directors under an age limit;
       
        (5) directors' qualification shares;
       
        (6) changes in capital;
       
        (7) any time limit after which entitlement to dividend lapses and an indication of the party in whose favour the lapse operates;
       
        (8) arrangements for transfer of the securities and (where permitted) any restrictions on their free transferability; and
       
        (9) any restriction on ownership of securities of the Issuer.
       
      8. (1) The name of any promoter. If the promoter is a company, the Exchange may require a statement of its issued share capital, the amount paid up thereon, the date of its incorporation or other establishment, the names of its directors, bankers and auditors, and such other particulars as the Exchange thinks necessary in connection therewith. (Note 2)
       
        (2) Particulars of any cash, securities or other benefit paid, allotted or given within the two years immediately preceding the issue of the listing document, or proposed to be paid, allotted or given, to any promoter and the consideration for such payment, allotment or other benefit.
       
      9. Where the listing document includes a statement purporting to be made by an expert, a statement:-
       
        (1) specifying the qualifications of such expert and whether such expert has any shareholding in any member of the group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the group, and, if so, a full description thereof;
       
        (2) that the expert has given and has not withdrawn his written consent to the issue of the listing document with the expert's statement included in the form and context in which it is included; and
       
        (3) of the date on which the expert's statement was made and whether or not it was made by the expert for incorporation in the listing document.
       
      10. Where relevant, in the absence of a statement that estate duty indemnities have been given, a statement that the directors have been advised that no material liability for estate duty would be likely to fall upon any member of the group. (The Exchange may require any such indemnities to be supported by continuing guarantees.)
       
      11. Particulars of any other stock exchange on which any part of the equity or debt securities of the issuer is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought, the name of the stock exchange on which the issuer's primary listing is or is to be and particulars of the dealing and settlement arrangements on each such exchange and between such exchanges, or an appropriate negative statement.
       
      12. Particulars of any arrangement under which future dividends are waived or agreed to be waived.
       
      13. Particulars of any commissions, discounts, brokerages or other special terms granted within the two years immediately preceding the issue of the listing document in connection with the issue or sale of any capital of any member of the group, together with the names of any directors or proposed directors, promoters or experts (as named in the listing document) who received any such payment or benefit and the amount or rate of the payment or benefit they received, or an appropriate negative statement. (Note 3)
       
      13A. [Repealed 1 January 2009]
       
      Information about the underlying shares which the depositary receipts represent
       
      14. A description of the type and the class of the underlying shares and the person depositing or deposited the underlying shares for the issue of depositary receipts.
       
      15. The legislation under which the underlying shares have been created.
       
      16. A statement whether the underlying shares are in registered form or bearer form and whether the underlying shares are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records.
       
      17. The currency in which the underlying shares are denominated.
       
      18. A description of the rights, including any limitations, attached to the underlying shares and the procedures for the exercise of such rights.
       
      19. A description of the rights to dividends and voting rights attaching to the underlying shares.
       
      20. The issue date of the underlying shares if new underlying shares are being created for the issue of the depositary receipts and a description of the resolutions, authorisations and approvals by virtue of which the new underlying shares have been or will be created and/or issued.
       
      21. A description of whether there are any restrictions on the free transferability of the underlying shares.
       
      22. Information on taxes on the income from the underlying shares withheld at source and state whether the issuer assumes responsibility for the withholding of taxes at the source.
       
      Information about the issuer's capital
       
      23. (1) The authorised share capital of the issuer, the amount issued or agreed to be issued, the amount paid up, the nominal value and a description of the shares.
       
        (2) The amount of any outstanding convertible debt securities and particulars of the conditions governing and the procedures for conversion, exchange or subscription of such securities.
       
      24. Particulars of and the number of founder or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the group.
       
      25. (1) The voting rights of shareholders.
       
        (2) If there is more than one class of share, the rights of each class of share as regards voting, dividend, capital, redemption, and the creation or issue of further shares ranking in priority to or pari passu with each class other than the lowest ranking equity.
       
        (3) A summary of the consents necessary for the variation of such rights.
       
      26. Particulars of any alterations in the capital of any member of the group within the two years immediately preceding the issue of the listing document, including:-
       
        (1) where any such capital has been issued or is proposed to be issued as fully or partly paid up otherwise than in cash, particulars of the consideration for which the same has been or is proposed to be issued and in the latter case the extent to which they are so paid up; and
       
        (2) where any such capital has been issued or is proposed to be issued for cash, particulars of the price and terms upon which the same has been or is proposed to be issued, details of any discounts or other special terms granted and (if not al fully paid) the dates when any instalments are payable with the amount of all calls or instalments in arrear,
       
        or an appropriate negative statement. (Note 3)
       
      27. Particulars of any capital of any member of the group which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantee, or an appropriate negative statement. (Note 3)

      Provided that where options have been granted or agreed to be granted to all the members or debenture holders or to any class thereof, or to employees under a share scheme, it shall be sufficient, so far as the names and addresses are concerned, to record that fact without giving the names and addresses of the grantees.
       
      27A. Details of any controlling shareholder of the issuer, including the name or names of any such controlling shareholder, the amount of its or their interest in the share capital of the issuer and a statement explaining how the issuer is satisfied that it is capable of carrying on its business independently of the controlling shareholder (including any close associate thereof) after listing, and particulars of the matters that it relied on in making such statement.
       
      General information about the group's activities
       
      28. (1) (a)    the general nature of the business of the group and important events in the development of the issuer, in cases where two or more activities are carried on which are material in terms of profits or losses, assets employed or any other factor, such figures and explanation as are necessary to demonstrate the relative importance of each such activity and details of the main categories of products sold and/or services performed. A commentary should be provided on this information covering changes in each such activity, developments within each such activity and their effects on the results of that activity. It should also include changes in market conditions, new products and services introduced or announced and their impact on the group's performance, changes in market share or position and changes in revenue and margins. If the group trades outside the country of incorporation or other establishment of the issuer a statement showing a geographical analysis of its trading operations. Where a material proportion of the group's assets are situated outside the country of incorporation or other establishment of the issuer, a statement giving the best practicable indication of the amount and situation of such assets and the amount of the assets situated in Hong Kong. (Note 4)
       
          (b) additional information in respect of major customers (meaning, other than in relation to consumer goods or services, the ultimate customer, and in relation to consumer goods or services the ultimate wholesaler or retailer as the case may be) and suppliers (meaning the ultimate supplier of items which are not of a capital nature) as follows:-
       
            (i) a statement of the percentage of purchases attributable to the group's largest supplier;
       
            (ii) a statement of the percentage of purchases attributable to the group's 5 largest suppliers combined;
       
            (iii) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's largest customer;
       
            (iv) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's 5 largest customers combined;
       
            (v) a statement of the interests of any of the directors; their close associates; or any shareholder (which to the knowledge of the directors owns more than 5% of the number of issued shares of the issuer) in the suppliers or customers disclosed under (i) to (iv) above or if there are no such interests a statement to that effect;
       
            (vi) in the event that the percentage which would fall to be disclosed under (ii) above is less than 30, a statement of that fact shall be given and the information required in (i), (ii) and (v) (in respect of suppliers) may be omitted; and
       
            (vii)    in the event that the percentage which would fall to be disclosed under (iv) above is less than 30, a statement of that fact shall be given and the information required in (iii), (iv) and (v) (in respect of customers) may be omitted.
       
          Sub-paragraph 28(1)(b) applies to all issuers whose businesses comprise, in whole or in part, the supply of goods or services of whatever nature, and in the case of service references to customers includes the clients of such issuers.

      In relation to consumer goods, references to customers are to the ultimate wholesaler or retailer, except when the issuer's business incorporates the wholesaling or retailing operation. In all other cases references to customers are to ultimate customer.

      References to suppliers are primarily to those who provide goods or services which are specific to an issuer's business and which are required on a regular basis to enable the issuer to continue to supply or service its customers. Suppliers of goods and services which are freely available from a range of suppliers at similar prices or which are otherwise freely available (such as utilities) are excluded. In particular, it is recognised that an obligation on issuers who are providers of financial services (such as banks and insurance companies) to give information about suppliers would be of limited or no value, and there is therefore no disclosure requirement in respect of suppliers to such issuers.

      The Exchange must be consulted if there is any doubt about the application of sub-paragraph 28(1)(b).
       
        (2) If the issuer is a member of a group, a brief description of that group covering the issuer's position within that group and, if a subsidiary, the names of and the number of shares held (directly or indirectly) by each holding company of the issuer.
       
        (3) If required by the Exchange, particulars of any contracts for the hire or hire purchase of plant to or by any member of the group for a period of over one year which are substantial in relation to the group's business.
       
        (4) Particulars of any trade marks, patents or other intellectual or industrial property rights which are material in relation to the group's business and, where such factors are of fundamental importance to the group's business or profitability, a statement regarding the extent to which the group is dependent on such factors.
       
        (5) Information concerning the policy of the group on the research and development of new products and processes over the past five financial years where significant.
       
        (6) Particulars of any interruptions in the business of the group which may have or have had a significant effect on the financial position in the last 12 months.
       
        (7) The number of people employed by the group and changes therein in the last financial year, if such changes are material in the context of the group, with, if possible a breakdown of persons employed by main category of activity. Details of the remuneration of employees, remuneration policies, bonus and share option schemes and training schemes should be provided where relevant.
       
        (8) Particulars, including location, of the principal investments (if any), including such investments as new plant, factories and research and development, being made or planned by the group.

      (Note 3)
       
      29. (1) In regard to every company the whole of, or a substantial proportion of, whose capital is held or intended to be held (either directly or indirectly) by the issuer, or whose profits or assets make or will make a material contribution to the figures in the accountants' report or the next published accounts, particulars of the name, date and country of incorporation or other establishment, whether public or private, general nature of business, issued capital and the proportion thereof held or intended to be held.
       
        (2) In regard to the group, particulars of the location of the principal establishments. (Note 3)
       
      30. In the case of an introduction, a statement that no change in the nature of the business is in contemplation.
       
      31. Particulars of any restriction affecting the remittance of profits or repatriation of capital into Hong Kong from outside Hong Kong.
       
      Financial information about the group and the prospects of the group
       
      32. A statement as at the most recent practicable date (which must be stated) of the following on a consolidated basis if material:-
       
        (1) the total amount of any debt securities of the group issued and outstanding, and authorised or otherwise created but unissued, and term loans, distinguishing between guaranteed, unguaranteed, secured (whether the security is provided by the issuer or by third parties) and unsecured, or an appropriate negative statement;
       
        (2) the total amount of all other borrowings or indebtedness in the nature of borrowing of the group including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, distinguishing between guaranteed, unguaranteed, secured and unsecured borrowings and debt, or an appropriate negative statement;
       
        (3) all mortgages and charges of the group, or an appropriate negative statement; and
       
        (4) the total amount of any contingent liabilities or guarantees of the group, or an appropriate negative statement. Intra-group liabilities should normally be disregarded, a statement to that effect being made where necessary. (Notes 3 and 4)
       
        (5) a commentary on:-
       
          (a) the group's liquidity and financial resources. This may include comments on the level of borrowings at the end of the period under review; the seasonality of borrowing requirements and the maturity profile of borrowings and committed borrowing facilities. Reference may also be made to the funding requirements for capital expenditure commitments and authorisations; and
       
          (b) the capital structure of the group. This may cover the maturity profile of debt, type of capital instruments used, currency and interest rate structure. The discussion may also include funding and treasury policies and objectives in terms of the manner in which treasury activities are controlled; the currencies in which borrowings are made and in which cash and cash equivalents are held; the extent to which borrowings are at fixed interest rates; the use of financial instruments for hedging purposes and the extent to which foreign currency net investments are hedged by currency borrowings and other hedging instruments.
       
      33. (1) A statement showing the revenue of the group during the three financial years immediately preceding the issue of the listing document which should contain an explanation of the method used for computation of such revenue and a reasonable breakdown between the more important trading activities. In the case of a group, intra-group sales should be excluded.
       
        (2) The following information in respect of directors' emoluments:-
       
          (a) the aggregate of the directors' fees for each of the three financial years immediately preceding the issue of the listing document;
       
          (b) the aggregate of the directors' basic salaries, housing allowances, other allowances and benefits in kind for each of the three financial years immediately preceding the issue of the listing document;
       
          (c) the aggregate of contributions to pension schemes for directors or past directors for each of the three financial years immediately preceding the issue of the listing document;
       
          (d) the aggregate of bonuses paid or receivable by directors which are discretionary or are based on the issuer's, the group's or any member of the group's performance (excluding amounts disclosed in (e) and (f) below) for each of the three financial years immediately preceding the issue of the listing document;
       
          (e) the aggregate of amounts paid or receivable by directors for each of the three financial years immediately preceding the issue of the listing document as an inducement to join or upon joining the issuer; and
       
          (f) the aggregate of compensation paid or receivable by directors or past directors for each of the three financial years immediately preceding the issue of the listing document for the loss of office as a director of any member of the group or of any other office in connection with the management of the affairs of any member of the group distinguishing between contractual and other payments (excluding amounts disclosed in (b) to (e) above); and
       
          (g) particulars of any arrangement under which a director has waived or agreed to waive any emoluments for each of the three financial years immediately preceding the issue of the listing document.
       
          Sub-paragraphs (b) to (f) inclusive require an analysis of the amounts which must be disclosed in the accounts of an issuer incorporated in Hong Kong under the provisions of section 383(1)(a) to (c) (inclusive) of the Companies Ordinance. The requirements of section 383(1)(a) to (c) (inclusive) have, for the purposes of the Exchange Listing Rules, been applied to issuers incorporated or otherwise established outside Hong Kong.

      Where a director is contractually entitled to bonus payments which are fixed in amount such payments are more in the nature of basic salary and accordingly must be disclosed under sub-paragraph (b) above.

      In addition to discretionary bonus payments, all bonus payments to which a director is contractually entitled and are not fixed in amount, together with the basis upon which they are determined must be disclosed under sub-paragraph (d) above.
       
        (3) Additional information in respect of those five individuals whose emoluments (excluding amounts paid or payable by way of commissions on sales generated by the individual) were the highest in the issuer or the group for the year. Where all five of these individuals are directors of the issuer and the information required to be disclosed by this paragraph has been disclosed in directors' emoluments as required by paragraph 33(2), a statement of this fact shall be made and no additional disclosure is required. Where the details of one or more of the individuals whose emoluments were the highest have not been included in directors' emoluments above, the following information shall be disclosed:-
       
          (a) the aggregate of basic salaries, housing allowances, other allowances and benefits in kind for each of the three financial years immediately preceding the issue of the listing document;
       
          (b) the aggregate of contributions to pension schemes for each of the three financial years immediately preceding the issue of the listing document;
       
          (c) the aggregate of bonuses paid or receivable which are discretionary or are based on the issuer's, the group's or any member of the group's performance (excluding amounts disclosed in (d) and (e) below) for each of the three financial years immediately preceding the issue of the listing document;
       
          (d) the aggregate of amounts paid or receivable for each of the three financial years immediately preceding the issue of the listing document as an inducement to join or upon joining the issuer or the group; and
       
          (e) the aggregate of compensation paid or receivable for each of the three financial years immediately preceding the issue of the listing document for the loss of any office in connection with the management of the affairs of any member of the group distinguishing between contractual and other payments (excluding amounts disclosed in (a) to (d) above).
       
          It is not necessary to disclose the identity of the highest paid individuals.

      The purpose of these disclosures is to provide shareholders with an indication of the fixed management costs of groups and accordingly employees who are higher paid by virtue of sales commissions are to be omitted from this disclosure.
       
        (4) The following information in addition to the information required under the relevant accounting standard in respect of pension schemes:-
       
          (a) a brief outline of how contributions are calculated or benefits funded;
       
          (b) in the case of defined contribution schemes, details of whether forfeited contributions (by employers on behalf of employees who leave the scheme prior to vesting fully in such contributions) may be used by the employer to reduce the existing level of contributions and if so, the amounts so utilised in the course of the year and available at the balance sheet date for such use; and
       
          (c) in the case of defined benefit plans, an outline of the results of the most recent formal actuarial valuation or later formal review of the scheme on an ongoing basis. This should include disclosure of:-
       
            (i) the name and qualifications of the actuary, the actuarial method used and a brief description of the main actuarial assumptions;
       
            (ii) the market value of the scheme assets at the date of their valuation or review (unless the assets are administered by an independent trustee in which case this information may be omitted);
       
            (iii) the level of funding expressed in percentage terms; and
       
            (iv) comments on any material surplus or deficiency (including quantification of the deficiency) indicated by (iii) above.
       
        (5) Except where the issuer is a banking company, a statement of the reserves available for distribution to shareholders by the issuer as at the end of the period reported on.
       
      34. (1) (a) General information on the trend of the business of the group since the date to which the latest audited accounts of the issuer were made up;
       
          (b) a statement as to the financial and trading prospects of the group for at least the current financial year, together with any material information which may be relevant thereto, including all special trade factors or risks (if any) which are not mentioned elsewhere in the listing document and which are unlikely to be known or anticipated by the general public, and which could materially affect the profits; and

      (Note 3)
       
          (c) the state of the group's order book (where applicable) and prospects for new business including new products and services introduced or announced.
       
        (2) The issuer must determine in advance with its sponsor whether to include a profit forecast in a listing document. Where a profit forecast appears in any listing document, it must be clear, unambiguous and presented in an explicit manner and the principal assumptions, including commercial assumptions, upon which it is based, must be stated and such profit forecast must be prepared on a basis that is consistent with the accounting policies normally adopted by the issuer. The accounting policies and calculations for the forecast must be examined and reported on by the reporting accountants and their report must be set out. The sponsor must report in addition that they have satisfied themselves that the forecast has been made by the directors after due and careful enquiry, and such report must be set out.

      A "profit forecast" for this purpose means any forecast of profits or losses, however worded, and includes any statement which explicitly or implicitly quantifies the anticipated level of future profits or losses, either expressly or by reference to previous profits or losses or any other benchmark or point of reference. It also includes any profit estimate, being any estimate of profits or losses for a financial period which has expired but for which the results have not yet been audited or published. Any valuation of assets (except property interests (as defined in rule 5.01(3)) or businesses acquired by an issuer based on discounted cash flows or projections of profits, earnings or cash flows is regarded as a profit forecast.
       
      35. A statement of whether or not the accountants' report contains a modified opinion by the reporting accountants and if so, such modification must be reproduced in full and the reasons for such modification given.
       
      36. A statement by the directors that in their opinion the working capital available to the group is sufficient for the group's present requirements, that is for at least the next 12 months from the date of publication of the listing document, or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary. (Note 3)
       
      Note 1: In the case of a Mineral Company, a statement by the directors that in their opinion the issuer has available sufficient working capital for 125% of the group's present requirements.
       
      Note 2: An issuer which is a banking company or an insurance company should refer to rule 8.21A(2).
       
      37. An accountants' report in accordance with Chapter 4. The accountants' report must, in addition, comply with the provisions set out in Appendix 16 to the Listing Rules in relation to the disclosure requirements for listing documents.
       
      38. A statement by the directors of any material adverse change in the financial or trading position of the group since the end of the period reported on in the accountants' report, or an appropriate negative statement.
       
      39. [Repealed 1 January 2012]
       
      40. Particulars of any litigation or claims of material importance pending or threatened against any member of the group, or an appropriate negative statement. (Note 3)
       
      Information about the issuer's management
       
      41. (1) The full name, residential or business address of every director and senior manager or proposed director and senior manager. Where a director or proposed director has any former name or alias, such information should also be disclosed. In addition, brief biographical details in respect of the directors, proposed directors, senior managers and proposed senior managers of the issuer shall be provided. Such details will include name, age, positions held with the issuer and other members of the issuer's group, length of service with the issuer and the group, relevant management expertise and experience including current and past directorships in other listed public companies in the last three years, and such other information of which shareholders should be aware, pertaining to the ability or integrity of such persons (which would include, without limitation, full particulars of any public sanctions made against them by statutory or regulatory authorities). As regards the biographical details in respect of each director, proposed director, supervisor and proposed supervisor, such details must not be less than those required to be disclosed in an announcement relating to the appointment or re-designation of the director or supervisor pursuant to rule 13.51(2).

      (Note 7)
       
        (2) Where the issuer is to be listed under rule 8.05(3) and wishes to apply for a waiver of the trading record period requirement, or where the issuer is an infrastructure company and wishes to apply for a waiver of the profit or other financial standards requirement, the relevant management expertise and experience of such persons described in paragraph 41(1) of at least three years in the line of business and industry of the issuer.
       
        (3) Where any of the directors or senior managers are related, having with any other director or senior manager any one of the relationships set out below, that fact should be stated. The relationships are spouse; any person cohabiting with the director or senior manager as a spouse; and any relative meaning a child or stepchild regardless of age, a parent or step-parent, a brother, sister, step-brother or a stepsister, a mother-in-law, a father-in-law, son-in-law, daughter-in law, brother-in-law or sister-in-law.
       
        (4) Where any director or proposed director is a director or employee of a company which has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, that fact shall be stated.
       
        (5) It is the responsibility of the directors of the issuer to determine which individual or individuals constitute senior management. Senior management may include directors of subsidiaries and heads of divisions, departments or other operating units within the group as senior management as, in the opinion of the issuer's directors, is appropriate.
       
        (6) Where the issuer is a Mineral Company and wishes to apply for a waiver of the profit or other financial standards requirements under rule 18.04, the relevant management expertise and experience of such persons described in paragraph 41(1) of at least five years relevant to the exploration and/or extraction activity that the Mineral Company is pursuing.
       
      42. The full name and professional qualification, if any, of the secretary of the issuer.
       
      43. The situation of the registered office and, if different, the head office and transfer office.
       
      44. Details of any share schemes to which Chapter 17 applies.
       
      45. (1) A statement showing the interests and short positions of each director and chief executive of the issuer in the shares, underlying shares and debentures of the issuer or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance) which:-
       
          (a) will have to be notified to the issuer and the Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including interests and short positions which he is taken or deemed to have under such provisions of Securities and Futures Ordinance) once the issuer's securities are listed; or
       
          (b) will be required, pursuant to section 352 of the Securities and Futures Ordinance, to be entered in the register referred to therein, once the issuer's securities are listed; or
       
          (c) will be required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the issuer and the Exchange once the issuer's securities are listed;
       
          or an appropriate negative statement. Provided that the Exchange may agree in its sole discretion that compliance with this paragraph may be modified or waived in respect of any associated corporation, if in the opinion of the Exchange, the number of associated companies in respect of which each director and chief executive is taken or deemed to have an interest or short position under Part XV of the Securities and Futures Ordinance is such that compliance with this paragraph would result in particulars being given which are not material in the context of the group and are excessive in length.
       
        (1A) A statement required by sub-paragraph 45(1) must specify the company in which the interests or short positions are held, the class to which those securities belong and the number of such securities held. The statement need not disclose:
       
          (a) the interests of a director in the shares of the listed issuer or any of its subsidiaries if such interest is held solely in a non-beneficial capacity and is for the purpose of holding the requisite qualifying shares;
       
          (b) the non-beneficial interests of directors in the shares of any subsidiary of the listed issuer in so far as that interest comprises the holding of shares subject to the terms of a written, valid and legally enforceable declaration of trust in favour of the parent company of that subsidiary or the listed issuer and such interest is held solely for the purpose of ensuring that the relevant subsidiary has more than one member;
       
      Note: Where interests in securities arising from the holding of such securities as qualifying shares are not disclosed pursuant to the exception provided in this paragraph, a general statement should nevertheless be made to indicate that the directors hold qualifying shares.

       
        (2) A statement showing the name, so far as is known to any director or chief executive of the issuer, of each person, other than a director or chief executive of the issuer, who has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or, who is, directly or indirectly, interested in ten per cent. or more of the issued voting shares of any other member of the group and the amount of each of such person's interest in such securities, together with particulars of any options in respect of such securities, or, if there are no such interests or short positions, an appropriate negative statement. (Note 3)

      (Note 5)
       
      46. (1) Particulars of directors' existing or proposed service contracts with any member of the group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)), or an appropriate negative statement.
       
        (2) The aggregate of the remuneration paid and benefits in kind granted to the directors of the issuer by any member of the group in respect of the last completed financial year under any description whatsoever.
       
        (3) An estimate of the aggregate remuneration payable to, and benefits in kind receivable by, the directors or any proposed directors of the issuer by any member of the group in respect of the current financial year under the arrangements in force at the date of the listing document.

      (Note 3)
       
      47. (1) Full particulars of the nature and extent of the interest, direct or indirect, if any, of every director or proposed director or expert (as named in the listing document), in the promotion of, or in any assets which have been, within the two years immediately preceding the issue of the listing document, acquired or disposed of by or leased to, any member of the group, or are proposed to be acquired or disposed of by or leased to any member of the group, including:-
       
          (a) the consideration passing to or from any member of the group; and
       
          (b) short particulars of all transactions relating to any such assets which have taken place within such period or which are to take place,
       
          or an appropriate negative statement. (Notes 2 and 3)
       
        (2) Full particulars of any contract or arrangement subsisting at the date of the listing document in which a director of the issuer is materially interested and which is significant in relation to the business of the group, or an appropriate negative statement. (Note 3)
       
      Information about the depositary receipts for which listing is sought and the terms and conditions of their issue and distribution
       
      48. (1) A statement that application has been or will be made to the Exchange for listing of and permission to deal in the securities; and
       
        (2) A statement that all necessary arrangements have been made enabling the securities to be admitted into CCASS or an appropriate negative statement.
       
      49. (1) The nature and amount of the issue including the number of securities which have been or will be created and/or issued and a full description of, including a summary of the terms attaching to, the securities for which listing is sought.
       
        (2) The following information concerning the terms and conditions of the issue and distribution, public or private, of the securities in respect of which the application for listing is made where such issue or distribution is being effected in conjunction with the issue of the listing document or has been effected within the 12 months preceding the issue of the listing document:-
       
          (a) the total amount of the public or private issue and the number of securities offered, where applicable, by category;
       
          (b) if public or private issues or placings are being made simultaneously on markets within and outside Hong Kong and if a tranche has been or is being reserved for certain of those markets, an indication of any such tranche;
       
          (c) the issue price or offer price of each security, stating the nominal value of each security;
       
          (d) the methods of payment of the issue or offer price, particularly as regards the paying-up of securities which are not fully paid;
       
          (e) the procedure for the exercise of any right of pre-emption and the transferability of subscription rights;
       
          (f) the period, including any possible amendments, during which the issue or offer of securities will remain open after issue of the listing document, the date and time of the opening of the subscription list, and the names of the receiving bankers;
       
          (g) the methods of and time limits for delivery of the securities and a statement whether temporary documents of title will be issued;
       
          (h) the names, addresses and descriptions of the persons underwriting the issue for the issuer and, where not all of the issue is underwritten, a statement of the portion not covered;
       
          (i) details of any clauses in the underwriting agreement which may affect the obligations of the underwriter under the underwriting agreement after the opening of the issue;
       
          (j) in the case of an offer for sale of securities, the names, addresses and descriptions of the vendor(s) of the securities or, if there are more than ten vendors, such details of the ten principal vendors and a statement of the number of other vendors and particulars of any beneficial interest possessed by any director of the issuer in any securities so offered for sale;
       
          (k) the date or approximate date on which it is expected that the definitive amount of the offer, the results of a public offer and the basis of allotment will be published as required by rule 12.08 and the newspapers in which the announcement is expected to appear; and
       
          (l) a description of the application process if not otherwise described in subparagraphs (a) to (k).
       
        (3) Where an issuer or a selling holder of securities has granted an over-allotment option or it is otherwise proposed that price stabilising activities may be entered into in connection with an offering:-
       
          (a) confirmation that the price stabilising activities will be entered into in accordance with the laws, rules and regulations in place in Hong Kong on stabilisation;
       
          (b) the reason for entering into the price stabilising activities;
       
          (c) the number of securities subject to the over-allotment option, the option price, whether the shares issued or sold under an over-allotment option are to be issued or sold on the same terms and conditions as the shares that are subject to the main offering;
       
          (d) whether there are any other terms, such as the duration, of the option; and
       
          (e) the purpose for which the option has been granted.
       
      50. Where listing is sought for securities with a fixed dividend, particulars of the profits cover for dividend.
       
      51. Where the securities for which listing is sought were issued for cash within the two years immediately preceding the issue of the listing document, or will be issued for cash, a statement or an estimate of the net proceeds of the issue and a statement as to how such proceeds were or are intended to be applied.
       
      52. Where listing is sought for options, warrants or similar rights in respect of depositary receipts:-
       
        (1) the maximum number of securities which could be issued on exercise of such rights;
       
        (2) the period during which such rights may be exercised and the date when this right commences;
       
        (3) the amount payable on the exercise of such rights;
       
        (4) the arrangements for transfer or transmission of such rights;
       
        (5) the rights of the holders on the liquidation of the issuer;
       
        (6) the arrangements for the variation in the subscription or purchase price or number of securities to take account of alterations to the share capital of the issuer;
       
        (7) the rights (if any) of the holders to participate in any distributions and/or offers of further securities made by the issuer; and
       
        (8) a summary of any other material terms of the options, warrants or similar rights.
       
      53. Where listing is sought for convertible securities in respect of depositary receipts:-
       
        (1) information concerning the nature of the securities to which the convertible securities relate and the rights attaching thereto; and
       
        (2) the conditions of and procedures for conversion, exchange, subscription or purchase and details of the circumstances in which they may be amended.
       
      54. (1) Particulars of any preliminary expenses incurred or proposed to be incurred and by whom the same are payable. (Note 2)
       
        (2) The amount or estimated amount of the expenses of the issue and of the application for listing so far as the same are not included in the statement of preliminary expenses and by whom the same are payable.
       
      55. A statement of the net tangible asset backing for each class of shares of the issuer which the depositary receipts represent after making allowance for any new shares to be issued, as detailed in the listing document and also net tangible asset for each depositary receipt. (Note 6)
       
      56. If known, the date on which dealings will commence.
       
      Specific information about the depositary receipts
       
      57. A description of the depositary.
       
      58. A description of the type and class of depositary receipts being offered and/or admitted to trading.
       
      59. The governing law under which the depositary receipts have been created.
       
      60. The currency in which the depositary receipts are denominated.
       
      61. The rights attaching to the depositary receipts, including any limitations of such rights and the procedure, if any, for the exercise of such rights.
       
      62. A statement of whether the dividend rights attaching to depositary receipts are different from the dividend rights disclosed in relation to the underlying shares and the differences if there are any.
       
      63. A statement of whether the voting rights attaching to depositary receipts are different from the voting rights disclosed in relation to the underlying shares and the differences if there are any.
       
      64. A description of the exercise of and benefit from the rights attaching to the underlying shares, in particular voting rights, the conditions on which the holders of the depositary receipts may exercise such rights, and measures envisaged to obtain the instructions of the depositary receipt holders-and the right to share in profits and any liquidation surplus which are not passed on to the holders of the depositary receipts.
       
      65. The expected issue date of the depositary receipts.
       
      66. In respect of the country of registered office of the issuer and the country (ies) where the offer is being made or admission to trading is being sought: (a) information on taxes on the income from the depositary receipts withheld at source (b) indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
       
      67. A statement of the procedures for the delivery of the depositary receipts for conversion into original shares.
       
      68. A statement that the deposit agreement must be in a form acceptable by the Exchange.
       
      69. A summary of the key terms of the deposit agreement, including but without limitation to the following terms:-
       
        (1) The appointment of the depositary by the issuer with authorisation to act on behalf of the issuer in accordance with the deposit agreement.
       
        (2) The status of depositary receipts as instruments representing ownership interests in shares of an issuer that have been deposited with the depositary.
       
        (3) The status of registered holders of depositary receipts as the legal owners of those depositary receipts, without prejudice to the issuer's right under the Securities and Futures Ordinance to investigate the ownership of its shares.
       
        (4) The role of the depositary to issue depositary receipts as agent of the issuer, and to arrange for the deposit of the shares which the depositary receipts represent.
       
        (5) The duties of the depositary, including the duty to keep in Hong Kong and make available for inspection a register of holders of depositary receipts and the transfers of the depositary receipts and the duty to keep a record of the deposits of shares which the depositary receipts represent, the issue of depositary receipts, the cancellation of depositary receipts and the withdrawal of shares.
       
        (6) The role and duties of the custodian appointed by the depositary to hold the deposited shares for the account of the depositary on behalf of the holders of the depositary receipts, segregated from all other property of the custodian.
       
        (7) The mechanism for the issue and registration of depositary receipts by the depositary upon receipt of shares in the issuer and the form of the depositary receipt.
       
        (8) The right of depositary receipt holders to transfer their depositary receipts and the mechanism for so doing.
       
        (9) The right of depositary receipt holders to surrender depositary receipts to be cancelled in exchange for the delivery of the shares which the depositary receipts represent, subject to payment of any applicable charges and taxes and any legal or regulatory restrictions.
       
        (10)    The right of depositary receipt holders to receive distributions made on the shares which the depositary receipts represent except in the circumstances (if any) expressly provided for in the deposit agreement. The deposit agreement should separately address the rights and procedures applying to cash distributions, distributions of shares, rights issues or any other distribution accruing to the shares which the depositary receipts represent, in each case adopting the underlying principle that holders of depositary receipts are to be treated as having generally equivalent rights to holders of the shares which the depositary receipts represent. Any conversion of dividends paid in a foreign currency must occur at the market rates prevailing at the time of conversion.
       
        (11) The right of depositary receipt holders to exercise the voting rights attached to the shares represented by the depositary receipts and the procedures by which depositary receipt holders will be notified of shareholder meetings or solicitations of proxy votes and be entitled to issue instructions to the depositary as to how to exercise their voting rights.
       
        (12) The manner in which any consolidation or split-up or change in the par value or other reclassification of the issuer's shares will be represented by and accrue to the depositary receipts, in accordance with the principle that holders of depositary receipts are to be treated as having generally equivalent rights to holders of the shares which the depositary receipts represent.
       
        (13) The procedures by which the depositary and/or the custodian at the direction of the depositary will, in consultation with the issuer, fix record dates for transactions affecting the depositary receipts including distributions, rights issues and notices of shareholder meetings.
       
        (14) The procedures by which the depositary will at the direction of the issuer despatch to holders of depositary receipts copies of all notices, reports, voting forms or other communications sent by the issuer to its shareholders, and make available for inspection at its principal office and at the office of the custodian copies of any such notices, reports or communication received from the issuer.
       
        (15) The conditions and process for the issue of new depositary receipts if any depositary receipt certificate is lost, destroyed, stolen or mutilated.
       
        (16) The obligations of holders of depositary receipts, including any liabilities for taxes and other charges and the obligation to disclose the beneficial ownership of the depositary receipts on request of the issuer or the depositary or any regulator.
       
        (17) A clear statement of the fees and charges payable by holders of depositary receipts to the depositary and the custodian.
       
        (18) Procedures for the replacement or removal of the depositary and/or the custodian by or with the consent of the issuer including an obligation to inform depositary receipt holders by advance announcement of any prospective resignation, removal and replacement of the depositary and/or the custodian, and an obligation to inform depositary receipt holders in advance of and seek their prior consent to any material changes to their existing rights and obligations under the deposit agreement.
       
        (19) Procedures for the amendment of the deposit agreement, including a requirement to provide prior notice to and seek the consent of depositary receipt holders to any material change affecting their existing rights or obligations.
       
        (20) The governing law of the deposit agreement should be that of Hong Kong or, if other jurisdiction is chosen, one that is generally used in accordance with international practice. The deposit agreement must not contain provisions that preclude any party from electing to submit to the jurisdiction of the courts of Hong Kong for the resolution of any disputes or claims arising from the deposit agreement.
       
      70. A discussion of the risk factors, including risk factors that are material to the depositary receipts being offered and/or admitted to trading in order to assess the market risk associated with these securities in a section headed "Risk Factors".
       
      Use of Proceeds
       
      71. Details of the intended recipient and the intended use of the proceeds of the issue.
       
      72. (1) Where relevant, as respects any property to which this paragraph applies:-
       
          (a) the names and addresses of the vendors;
       
          (b) the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor; and
       
          (c) short particulars of any transaction relating to the property completed within the two preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect.
       
        (2) The property to which this paragraph applies is property purchased or acquired by the issuer or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue or the purchase or acquisition of which has not been completed at the date of the issue of the listing document, other than property:-
       
          (a) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the issuer's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or
       
          (b) as respects which the amount of the purchase money is not material.
       
      73. The amount, if any, paid or payable as purchase money in cash, shares or debentures for any property to which paragraph 72 applies, specifying the amount, if any, payable for goodwill.
       
      Additional information on mineral companies
       
      74. In the case of mineral companies, the information set out in Chapter 18.
       
      Information on property interests
       
      74A. Where required by Chapter 5, information set out in that Chapter.
       
      Material contracts and documents on display
       
      75. The dates of and parties to all material contracts (not being contracts entered into in the ordinary course of business) entered into by any member of the group within the two years immediately preceding the issue of the listing document, together with a summary of the principal contents of such contracts and particulars of any consideration passing to or from any member of the group. (Note 3)
       
      76. Details of a reasonable period of time (being not less than 14 days) during which the following documents where applicable are published on the Exchange’s website and the issuer’s own website:-
       
        (1) the memorandum and articles of association or equivalent documents of the issuer;
       
        (2) each contract disclosed pursuant to paragraphs 46(1) and 75 or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof;
       
        (3) all reports, letters or other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in the listing document;
       
        (4) a written statement signed by the reporting accountants setting out the adjustments made by them in arriving at the figures shown in their report and giving the reasons therefore;
       
        (5) the audited accounts of the issuer or, in the case of a group, the consolidated audited accounts of the issuer and its subsidiaries for each of the two financial years immediately preceding the issue of the listing document together with (in the case of a Hong Kong issuer) all notes, certificates or information required by the Companies Ordinance; and
       
        (6) the deposit agreement executed between the depositary and the issuer.

      (Note 3)
       
      NOTES
       
      Note 1 In cases where the directors of the issuer are responsible for part of the listing document, the directors of another company being responsible for the remainder, the statement should be appropriately adapted. In exceptional cases the Exchange may require other persons to give, or join in, the statement of responsibility in which case the listing document should also be modified appropriately.
       
      Note 2 In the case of an issuer which has carried on the same business for more than two years immediately preceding the issue of the listing document, application may be made to the Exchange to dispense with the requirements of paragraphs 8, 47 and 54(1), in so far as it relates to interests in the promotion.
       
      Note 3 Under paragraphs 13, 26, 27, 28, 29(2), 32, 34, 36, 45(2), 46, 47, 75 and 76, reference to the group is to be construed as including any company which will become a subsidiary of the issuer by reason of an acquisition which has been agreed or proposed since the date to which the latest audited accounts of the issuer have been made up.
       
      Note 4 [Repealed 1 April 2015]
       
      Note 5 For the purposes of paragraph 45 particulars should be given of the extent of any duplication which occurs.
       
      Note 6 Where an issuer has caused any property interests to be valued (in accordance with Chapter 5) or has caused any valuation to be made of any other tangible assets and included such a valuation in the prospectus relating to its initial public offer, the issuer is required to state in its prospectus, by way of note to the adjusted net tangible asset statement, the additional depreciation (if any) that would be charged against the income statement had such assets been stated at valuation.
       
      Note 7 For the purposes of paragraph 41 "other listed public companies" means other public companies the securities of which are listed on any securities market in Hong Kong (including but not limited to the Main Board and GEM) or overseas.
       

    • Depositary Receipts

      Part F
       
      Depositary receipts
       
      In the case where listing is sought for depositary receipts of an issuer where depositary receipts representing some part of its share capital are al listed
       
      General information about the issuer, its advisers and the listing document
       
      1. The full name of the issuer. The place of registration of the issuer and its registration number. The date and country of incorporation or other establishment of the issuer and the authority under which the issuer was incorporated or otherwise established and the length of life of the issuer except where indefinite. In the case of an issuer not incorporated or otherwise established in Hong Kong, the domicile and legal form of the issuer, the legislation under which the issuer operates, the address and telephone number of its registered office (or principal place of business of different from its registered office).
       
      2. A statement as follows:-

      "This document, for which the directors of the issuer collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the issuer. The directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading." (Note 1)
       
      3. The names and addresses of the issuer's principal bankers, authorised representatives, solicitors, registrars and trustees (if any) and of the solicitors to the issue.
       
      4. The name, address and professional qualifications of the auditors.
       
      5. Where the listing document includes a statement purporting to be made by an expert, a statement:-
       
        (1)    specifying the qualifications of such expert and whether such expert has any shareholding in any member of the group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the group and, if so, a full description thereof;
       
        (2) that the expert has given and has not withdrawn his written consent to the issue of the listing document with the expert's statement included in the form and context in which it is included; and
       
        (3) of the date on which the expert's statement was made and whether or not it was made by the expert for incorporation in the listing document.
       
      6. (1) Particulars of any other stock exchange on which any part of the equity or debt securities of the issuer is listed or dealt in or on which listing or permission to deal is being or is proposed to be sought;
       
        (2) the name of the stock exchange on which the issuer's primary listing is or is to be; and
       
        (3) particulars of the dealing and settlement arrangements on each such exchange and between such exchanges,
       
        or an appropriate negative statement.
       
      7. Particulars of any arrangement under which future dividends are waived or agreed to be waived.
       
      8. Particulars of any commissions, discounts, brokerages or other special terms granted since the date to which the latest published audited accounts of the issuer were made up in connection with the issue or sale of any capital of any member of the group, together with the names of any directors or proposed directors, promoters or experts (as named in the listing document) who received any such payment or benefit and the amount or rate of the payment or benefit they received, or an appropriate negative statement. (Note 2)
       
      8A.    [Repealed 1 January 2009]
       
      Information about the underlying shares which the depositary receipts represent
       
      9. A description of the type and the class of the underlying shares and the person depositing or deposited the underlying shares for the issue of the depositary receipts.
       
      10. The legislation under which the underlying shares have been created.
       
      11. A statement whether the underlying shares are in registered form or bearer form and whether the underlying shares are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records.
       
      12. The currency in which the underlying shares are denominated.
       
      13. A description of the rights, including any limitations, attached to the underlying shares and the procedures for the exercise of such rights.
       
      14. A description of the rights to dividends and voting rights attaching to the underlying shares.
       
      15. The issue date of the underlying shares if new underlying shares are being created for the issue of the depositary receipts and a description of the resolutions, authorisations and approvals by virtue of which the new underlying shares have been or will be created and/or issued.
       
      16. A description of whether there are any restrictions on the free transferability of the underlying shares.
       
      17. Information on taxes on the income from the underlying shares withheld at source and state whether the issuer assumes responsibility for the withholding of taxes at the source.
       
      Information about the issuer's capital
       
      18. (1) The authorised share capital of the issuer, the amount issued or agreed to be issued, the amount paid up, the nominal value and a description of the shares.
       
        (2) The amount of any outstanding convertible debt securities and particulars of the conditions governing and the procedures for conversion, exchange or subscription of such securities.
       
      19. Particulars of and the number of founder or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the group.
       
      20. Particulars of any alterations in the capital of any member of the group since the date to which the latest published audited accounts of the issuer were made up, including:-
        (1) where any such capital has been issued or is proposed to be issued as fully or partly paid up otherwise than in cash, particulars of the consideration for which the same has been or is proposed to be issued and in the latter case, the extent to which they are so paid up; and
       
        (2) where any such capital has been issued or is proposed to be issued for cash, particulars of the price and terms upon which the same has been or is proposed to be issued, details of any discounts or other special terms granted and (if not al fully paid) the dates when any instalments are payable with the amount of all calls or instalments in arrear,
       
        or an appropriate negative statement. (Note 2)
       
      21. Particulars of any capital of any member of the group which is under option, or agreed conditionally or unconditionally to be put under option, including the consideration for which the option was or will be granted and the price and duration of the option, and the name and address of the grantee, or an appropriate negative statement. (Note 2)

      Provided that where options have been granted or agreed to be granted to all the members or debenture holders or to any class thereof, or to employees under a share scheme, it shall be sufficient, so far as the names and addresses are concerned, to record that fact without giving the names and addresses of the grantees.
       
      General information about the group's activities
       
      22. (1) (a)    The general nature of the business of the group and important events in the development of the issuer. In cases where two or more activities are carried on which are material in terms of profits or losses, assets employed or any other factor, such figures and explanation as are necessary to demonstrate the relative importance of each such activity and details of the main categories of products sold and/or services performed and an indication of any significant new products and/or activities. If the group trades outside the country of incorporation or other establishment of the issuer a statement showing a geographical analysis of its trading operations. Where a material proportion of the group's assets are situated outside the country of incorporation or other establishment of the issuer, a statement giving the best practicable indication of the amount and situation of such assets and the amount of the assets situated in Hong Kong. (Note 3)
       
          (b) additional information in respect of major customers (meaning, other than in relation to consumer goods or services, the ultimate customer, and in relation to consumer goods or services the ultimate wholesaler or retailer as the case may be) and suppliers (meaning the ultimate supplier of items which are not of a capital nature) as follows:-
       
            (i) a statement of the percentage of purchases attributable to the group's largest supplier;
       
            (ii) a statement of the percentage of purchases attributable to the group's 5 largest suppliers combined;
       
            (iii) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's largest customer;
       
            (iv) a statement of the percentage of revenue from sales of goods or rendering of services attributable to the group's 5 largest customers combined;
       
            (v) a statement of the interests of any of the directors; their close associates; or any shareholder (which to the knowledge of the directors owns more than 5% of the number of issued shares of the issuer) in the suppliers or customers disclosed under (i) to (iv) above or if there are no such interests a statement to that effect;
       
            (vi) in the event that the percentage which would fall to be disclosed under (ii) above is less than 30, a statement of that fact shall be given and the information required in (i), (ii) and (v) (in respect of suppliers) may be omitted; and
       
            (vii)  in the event that the percentage which would fall to be disclosed under (iv) above is less than 30, a statement of that fact shall be given and the information required in (iii), (iv) and (v) (in respect of customers) may be omitted.
       
          Sub-paragraph 22(1)(b) applies to all issuers whose businesses comprise, in whole or in part, the supply of goods or services of whatever nature, and in the case of service references to customers includes the clients of such issuers.

      In relation to consumer goods, references to customers are to the ultimate wholesaler or retailer, except when the issuer's business incorporates the wholesaling or retailing operation. In all other cases references to customers are to ultimate customer.

      References to suppliers are primarily to those who provide goods or services which are specific to an issuer's business and which are required on a regular basis to enable the issuer to continue to supply or service its customers. Suppliers of goods and services which are freely available from a range of suppliers at similar prices or which are otherwise freely available (such as utilities) are excluded. In particular, it is recognised that an obligation on issuers who are providers of financial services (such as banks and insurance companies) to give information about suppliers would be of limited or no value, and there is therefore no disclosure requirement in respect of suppliers to such issuers.

      The Exchange must be consulted if there is any doubt about the application of subparagraph 22(1)(b).
       
        (2) If required by the Exchange, particulars of any contracts for the hire or hire purchase of plant to or by any member of the group for a period of over one year which are substantial in relation to the group's business.
       
        (3) Particulars of any trade marks, patents or other intellectual or industrial property rights which are material in relation to the group's business and, where such factors are of fundamental importance to the group's business or profitability, a statement regarding the extent to which the group is dependent on such factors.
       
        (4) Particulars of any interruptions in the business of the group which may have or have had a significant effect on the financial position in the last 12 months.
       
        (5) Particulars, including location, of the principal investments (if any), including such investments as new plant, factories and research and development, being made or planned by the group.
       
        (Note 2)
       
      23. Particulars of any restriction affecting the remittance of profits or repatriation of capital into Hong Kong from outside Hong Kong.
       
      Financial information about the group and the prospects of the group
       
      24. A statement as at the most recent practicable date (which must be stated) of the following on a consolidated basis if material:-
       
        (1) the total amount of any debt securities of the group issued and outstanding, and authorised or otherwise created but unissued, and term loans, distinguishing between guaranteed, unguaranteed, secured (whether the security is provided by the issuer or by third parties) and unsecured, or an appropriate negative statement;
       
        (2) the total amount of all other borrowings or indebtedness in the nature of borrowing of the group including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, distinguishing between guaranteed, unguaranteed, secured and unsecured borrowings and debt, or an appropriate negative statement;
       
        (3) all mortgages and charges of the group, or an appropriate negative statement; and
       
        (4) the total amount of any contingent liabilities or guarantees of the group, or an appropriate negative statement.
       
        Intra-group liabilities should normally be disregarded, a statement to that effect being made where necessary. (Notes 2 and 3)
       
      25. (1) (a) General information on the trend of the business of the group since the date to which the latest published audited accounts of the issuer were made up; and
       
          (b) a statement as to the financial and trading prospects of the group for at least the current financial year, together with any material information which may be relevant thereto, including all special trade factors or risks (if any) which are not mentioned elsewhere in the listing document and which are unlikely to be known or anticipated by the general public, and which could materially affect the profits. (Note 2)
       
        (2) The issuer must determine in advance with its financial adviser whether to include a profit forecast in a listing document. Where a profit forecast appears in any listing document, it must be clear, unambiguous and presented in an explicit manner and the principal assumptions, including commercial assumptions, upon which it is based, must be stated. The accounting policies and calculations for the forecast must be examined and reported on by the reporting accountants or auditors, as appropriate, and their report must be set out. The financial adviser must report in addition that they have satisfied themselves that the forecast has been stated by the directors after due and careful enquiry, and such report must be set out.

      A "profit forecast" for this purpose means any forecast of profits or losses, however worded, and includes any statement which explicitly or implicitly quantifies the anticipated level of future profits or losses, either expressly or by reference to previous profits or losses or any other benchmark or point of reference. It also includes any profit estimate, being any estimate of profits or losses for a financial period which has expired but for which the results have not yet been published. Any valuation of assets (except property interests (as defined in rule 5.01(3)) or businesses acquired by an issuer based on discounted cash flows or projections of profits, earnings or cash flows is regarded as a profit forecast.
       
      26. A statement by the directors that in their opinion the working capital available to the group is sufficient for the group's requirements for at least 12 months from the date of publication of the listing document or, if not, how it is proposed to provide the additional working capital thought by the directors to be necessary. (Note 2)
       
      Note: An issuer which is a banking company or an insurance company should refer to rule 11.09A.
       
      27. (1) Where required by Chapter 4, a report by the reporting accountants in accordance with that Chapter. The accountants' report must, in addition, comply with the provisions set out in Appendix 16 to the Listing Rules in relation to the disclosure requirements for circulars.
       
        (2) If after the date to which the latest published audited accounts of the issuer have been made up, any member of the group has acquired or agreed to acquire or is proposing to acquire a business or an interest in the share capital of a company whose profits or assets make or will make a material contribution to the figures in the auditors' report or next published accounts of the issuer:-
       
          (a) a statement of the general nature of the business or of the business of the company in which an interest has been or is being acquired, together with particulars of the situation of the principal establishments and of the principal products;
       
          (b) a statement of the aggregate value of the consideration for the acquisition and how it was or is to be satisfied; and
       
          (c) if the aggregate of the remuneration payable to and benefits in kind receivable by the directors of the acquiring company will be varied in consequence of the acquisition, full particulars of such variation; if there will be no variation, a statement to that effect.
       
        (3) Information for the last three financial years with respect to the profits and losses, financial record and position, set out as a comparative table and the latest published audited balance sheet together with the notes on the annual accounts for the last financial year:-
       
          (a) for the group; and
       
          (b) for any company acquired since the date of the last published audited accounts of the group in respect of which an accountants' report has al been submitted to shareholders or which was itself during the last 12 months a listed issuer.
       
          (Note 6)
       
      28. A statement by the directors of any material adverse change in the financial or trading position of the group since the date to which the latest published audited accounts of the issuer have been made up, or an appropriate negative statement.
       
      29. Particulars of any litigation or claims of material importance pending or threatened against any member of the group, or an appropriate negative statement. (Note 2)
       
      Information about the issuer's management
       
      30. The full name, residential or business address of every director and senior manager or proposed director and senior manager. Where a director or proposed director has any former name or alias, such information should be disclosed. In addition, brief biographical details in respect of the directors, proposed directors, senior managers and proposed senior managers of the issuer shall be provided. Such details will include name, age, positions held with the issuer and other members of the issuer's group, length of service with the issuer and the group including current and past directorships in other listed public companies in the last three years and such other information (which may include business experience) of which shareholders should be aware, pertaining to the ability or integrity of such persons (which would include, without limitation, full particulars of any public sanctions made against them by statutory or regulatory authorities). Where any of the directors or senior managers are related, having with any other director or senior manager any one of the relationships set out below, that fact should be stated. The relationships are spouse; any person cohabiting with the director or senior manager as a spouse; and any relative meaning a child or step-child regardless of age, a parent or stepparent, a brother, sister, step-brother or a step-sister, a mother-in-law, a father-in law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Where any director or proposed director is a director or employee of a company which has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, that fact shall be stated.

      It is the responsibility of the directors of the issuer to determine which individual or individuals constitute senior management. Senior management may include directors of subsidiaries and heads of divisions, departments or other operating units within the group as senior management as, in the opinion of the issuer's directors, is appropriate.

      (Note 5)
       
      31. The full name and professional qualification, if any, of the secretary of the issuer.
       
      32. The situation of the registered office and, if different, the head office and transfer office.
       
      33. Details of any share schemes to which Chapter 17 applies.
       
      34. (1) A statement showing the interests and short positions of each director and chief executive of the issuer in the shares, underlying shares and debentures of the issuer or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance) which:-
       
          (a) are required to be notified to the issuer and the Exchange pursuant to Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance (including interests and short positions which he is taken or deemed to have under such provisions of Securities and Futures Ordinance); or
       
          (b) are required, pursuant to section 352 of the Securities and Futures Ordinance, to be entered in the register referred to therein; or
       
          (c) are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers to be notified to the issuer and the Exchange;
       
          or an appropriate negative statement. Provided that the Exchange may agree in its sole discretion that compliance with this paragraph may be modified or waived in respect of any associated corporation if, in the opinion of the Exchange, the number of associated companies in respect of which each director and chief executive is taken or deemed to have an interest or short position under Part XV of the Securities and Futures Ordinance is such that compliance with this paragraph would result in particulars being given which are not material in the context of the group and are excessive in length; and
       
        (1A)   A statement required by sub-paragraph 34(1) must specify the company in which the interests or short positions are held, the class to which those securities belong and the number of such securities held. The statement need not disclose:
       
          (a) the interests of a director in the shares of the listed issuer or any of its subsidiaries if such interest is held solely in a non-beneficial capacity and is for the purpose of holding the requisite qualifying shares;
       
          (b) the non-beneficial interests of directors in the shares of any subsidiary of the listed issuer in so far as that interest comprises the holding of shares subject to the terms of a written, valid and legally enforceable declaration of trust in favour of the parent company of that subsidiary or the listed issuer and such interest is held solely for the purpose of ensuring that the relevant subsidiary has more than one member;
       
      Note:  
       
      Where interests in securities arising from the holding of such securities as qualifying shares are not disclosed pursuant to the exception provided in this paragraph, a general statement should nevertheless be made to indicate that the directors hold qualifying shares.
       
        (2) A statement showing the name, so far as is known to any director or chief executive of the issuer, of each person, other than a director or chief executive of the issuer, who has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance, or, who is, directly or indirectly, interested in ten per cent. or more of the issued voting shares of any other member of the group and the amount of each of such person's interest in such securities, together with particulars of any options in respect of such securities, or, if there are no such interests or short positions, an appropriate negative statement. (Note 2)

      (Note 4)
       
      35. Particulars of directors' existing or proposed service contracts with any member of the group (excluding contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation)), or an appropriate negative statement. (Note 2)
       
      36. (1) Full particulars of the nature and extent of the interest, direct or indirect, if any, of every director or proposed director or expert (as named in the listing document) in any assets which have been, since the date to which the latest published audited accounts of the issuer were made up, acquired or disposed of by or leased to any member of the group, or are proposed to be acquired or disposed of by or leased to any member of the group, including:-
       
          (a) the consideration passing to or from any member of the group; and
       
          (b) short particulars of all transactions relating to any such assets which have taken place within such period,
       
          or an appropriate negative statement.
       
        (2) Full particulars of any contract or arrangement subsisting at the date of the listing document in which a director of the issuer is materially interested and which is significant in relation to the business of the group, or an appropriate negative statement.

      (Note 2)
       
      Information about the depositary receipts for which listing is sought and the terms and condition of their issue and distribution
       
      37. (1) A statement that application has been or will be made to the Exchange for listing of and permission to deal in the securities; and
       
        (2) In case of a new class of securities to be listed, a statement that all necessary arrangements have been made enabling the securities to be admitted into CCASS or an appropriate negative statement.
       
      38. The nature and amount of the issue including the number of securities which have been or will be created and/or issued, if predetermined. A description of the arrangements and time for announcing to the public the definitive amount of the offer. The time period, including any possible amendments, during which the offer will be open and description of the application process.
       
      39. Where the securities for which listing is sought were issued for cash since the date to which the latest published audited accounts of the issuer were made up, or will be issued for cash, a statement or an estimate of the net proceeds of the issue and a statement as to how such proceeds were or are intended to be applied, provided that, in the case of a fully underwritten rights issue or open offer, if the net proceeds are not intended to be used for a specific purpose, the statement may refer to the net proceeds being used for general corporate funding purposes.
       
      40. The amount or estimated amount of the expenses of the issue and of the application for listing and by whom the same are payable.
       
      41. A statement of the net tangible asset backing for each class of shares which the depositary receipts represent for which listing is sought, after making allowance for any new shares to be issued, as detailed in the listing document and also net tangible asset for each depositary receipt.
       
      42. If known, the date on which dealings will commence.
       
      43. Where the securities for which listing is sought are allotted by way of exchange or substitution, an explanation of the financial effects thereof and the effect on existing rights on the securities.
       
      44. Where the securities for which listing is sought are allotted by way of capitalisation of reserves or profits or by way of bonus to the holders of an existing security, a statement as to the pro rata entitlement, the last date on which transfers were or will be accepted for registration for participation in the issue, how the securities rank for dividend, whether the securities rank pari passu with any listed securities, the nature of the document of title, its proposed date of issue and whether or not it is renounceable and how fractions (if any) are to be treated.
       
      45. Where listing is sought for securities which will not be identical with securities al listed:-
       
        (1) a statement of the rights as regards dividend, capital, redemption and voting attached to such securities and (except as regards the lowest ranking securities) as to the right of the issuer to create or issue further securities ranking in priority thereto or pari passu therewith; and
       
        (2) a summary of the consents necessary for the variation of such rights.
       
      46. Where the securities for which listing is sought are offered by way of rights or by way of an open offer to the holders of an existing listed security, a statement as to:-
       
        (1) how securities not taken up will be dealt with and the time, being not less than 10 business days, in which the offer may be accepted. In cases where the issuer has a large number of overseas members a longer offer period may be desirable, provided that the Exchange must be consulted if the issuer proposes an offer period of over 15 business days;
       
        (2) the pro rata entitlement (if applicable), the last date on which transfers were accepted for registration for participation in the issue, how the securities rank for dividend, whether the securities rank pari passu with any listed securities, the nature of the document of title and its proposed date of issue, and how fractions (if any) are to be treated;
       
        (3) whether the board of directors and/or the depositary have received any information from any substantial shareholders of their intention to take up the securities provisionally allotted or offered to them or to be provisionally allotted or offered to them and particulars thereof; and
       
        (4) the matters required to be disclosed by rules 7.19(2), (3), (4), (6) and (7), 7.21(1) and (2), 7.24(2), (3), (5) and (6), 7.26A(1) and (2) and/or 14A.92(2)(b), where appropriate.
       
      47. Where listing is sought for securities with a fixed dividend, particulars of the profits cover for dividend.
       
      48. Where listing is sought for options, warrants or similar rights in respect of depositary receipts:-
       
        (1) the maximum number of securities which could be issued on exercise of such rights;
       
        (2) the period during which such rights may be exercised and the date when this right commences;
       
        (3) the amount payable on the exercise of such rights;
       
        (4) the arrangements for transfer or transmission of such rights;
       
        (5) the rights of the holders on the liquidation of the issuer;
       
        (6) the arrangements for the variation in the subscription or purchase price or number of securities to take account of alterations to the share capital of the issuer;
       
        (7) the rights (if any) of the holders to participate in any distributions and/or offers of further securities made by the issuer; and
       
        (8) a summary of any other material terms of the options, warrants or similar rights.
       
      49. Where listing is sought for convertible securities in respect of depositary receipts:-
       
        (1) information concerning the nature of the securities to which the convertible securities relate and the rights attaching thereto; and
       
        (2) the conditions of and procedures for conversion, exchange, subscription or purchase and details of the circumstances in which they may be amended.
       
      Specific information regarding the depositary receipts
       
      50. A description of the depositary.
       
      51. A description of the type and class of depositary receipts being offered and/or admitted to trading.
       
      52. The governing law under which the depositary receipts have been created.
       
      53. The currency in which the depositary receipts are denominated.
       
      54. The rights attaching to the depositary receipts, including any limitations of such rights and the procedure, if any, for the exercise of such rights.
       
      55. A statement of whether the dividend rights attaching to depositary receipts are different from the dividend rights disclosed in relation to the underlying shares and the differences if there are any.
       
      56. A statement of whether the voting rights attaching to depositary receipts are different from the voting rights disclosed in relation to the underlying shares and the differences if there are any.
       
      57. A description of the exercise of and benefit from the rights attaching to the underlying shares, in particular voting rights, the conditions on which the holders of the depositary receipts may exercise such rights, and measures envisaged to obtain the instructions of the depositary receipt holders-and the right to share in profits and any liquidation surplus which are not passed on to the holders of the depository receipts.
       
      58. The expected issue date of the depositary receipts.
       
      59. In respect of the country of registered office of the issuer and the country (ies) where the offer is being made or admission to trading is being sought: (a) information on taxes on the income from the depositary receipts withheld at source (b) indication as to whether the issuer assumes responsibility for the withholding of taxes at the source.
       
      60. A statement of the procedures for the delivery of the depositary receipts for conversion into original shares.
       
      61. A statement that the deposit agreement must be in a form acceptable by the Exchange.
       
      62. A summary of the key terms of the deposit agreement, including but without limitation to the following terms:-
       
        (1) The appointment of the depositary by the issuer with authorisation to act on behalf of the issuer in accordance with the deposit agreement.
       
        (2) The status of depositary receipts as instruments representing ownership interests in shares of an issuer that have been deposited with the depositary.
       
        (3) The status of registered holders of depositary receipts as the legal owners of those depositary receipts, without prejudice to the issuer's right under the Securities and Futures Ordinance to investigate the ownership of its shares.
       
        (4) The role of the depositary to issue depositary receipts as agent of the issuer, and to arrange for the deposit of the shares which the depositary receipts represent.
       
        (5) The duties of the depositary, including the duty to keep in Hong Kong and make available for inspection a register of holders of depositary receipts and the transfers of the depositary receipts and the duty to keep a record of the deposits of shares which the depositary receipts represent, the issue of depositary receipts, the cancellation of depositary receipts and the withdrawal of shares.
       
        (6) The role and duties of the custodian appointed by the depositary to hold the deposited shares for the account of the depositary on behalf of the holders of the depositary receipts, segregated from all other property of the custodian.
       
        (7) The mechanism for the issue and registration of depositary receipts by the depositary upon receipt of shares in the issuer and the form of the depositary receipt.
       
        (8) The right of depositary receipt holders to transfer their depositary receipts and the mechanism for so doing.
       
        (9) The right of depositary receipt holders to surrender depositary receipts to be cancelled in exchange for the delivery of the shares which the depositary receipts represent, subject to payment of any applicable charges and taxes and any legal or regulatory restrictions.
       
        (10) The right of depositary receipt holders to receive distributions made on the shares which the depositary receipts represent except in the circumstances (if any) expressly provided for in the deposit agreement. The deposit agreement should separately address the rights and procedures applying to cash distributions, distributions of shares, rights issues or any other distribution accruing to the shares which the depositary receipts represent, in each case adopting the underlying principle that holders of depositary receipts are to be treated as having generally equivalent rights to holders of the shares which the depositary receipts represent. Any conversion of dividends paid in a foreign currency must occur at the market rates prevailing at the time of conversion.
       
        (11) The right of depositary receipt holders to exercise the voting rights attached to the shares represented by the depositary receipts and the procedures by which depositary receipt holders will be notified of shareholder meetings or solicitations of proxy votes and be entitled to issue instructions to the depositary as to how to exercise their voting rights.
       
        (12) The manner in which any consolidation or split-up or change in the par value or other reclassification of the issuer's shares will be represented by and accrue to the depositary receipts, in accordance with the principle that holders of depositary receipts are to be treated as having generally equivalent rights to holders of the shares which the depositary receipts represent.
       
        (13) The procedures by which the depositary and/or the custodian at the direction of the depositary will, in consultation with the issuer, fix record dates for transactions affecting the depositary receipts including distributions, rights issues and notices of shareholder meetings.
       
        (14) The procedures by which the depositary will at the direction of the issuer despatch to holders of depositary receipts copies of all notices, reports, voting forms or other communications sent by the issuer to its shareholders, and make available for inspection at its principal office and at the office of the custodian copies of any such notices, reports or communication received from the issuer.
       
        (15) The conditions and process for the issue of new depositary receipts if any depositary receipt certificate is lost, destroyed, stolen or mutilated.
       
        (16) The obligations of holders of depositary receipts, including any liabilities for taxes and other charges and the obligation to disclose the beneficial ownership of the depositary receipts on request of the issuer or the depositary or any regulator.
       
        (17) A clear statement of the fees and charges payable by holders of depositary receipts to the depositary and the custodian.
       
        (18) Procedures for the replacement or removal of the depositary and/or the custodian by or with the consent of the issuer including an obligation to inform depositary receipt holders by advance announcement of any prospective resignation, removal and replacement of the depositary and/or the custodian, and an obligation to inform depositary receipt holders in advance of and seek their prior consent to any material changes to their existing rights and obligations under the deposit agreement.
       
        (19) Procedures for the amendment of the deposit agreement, including a requirement to provide prior notice to and seek the consent of depositary receipt holders to any material change affecting their existing rights or obligations.
       
        (20)   The governing law of the deposit agreement should be that of Hong Kong or, if other jurisdiction is chosen, one that is generally used in accordance with international practice. The deposit agreement must not contain provisions that preclude any party from electing to submit to the jurisdiction of the courts of Hong Kong for the resolution of any disputes or claims arising from the deposit agreement.
       
      63. A discussion of the risk factors, including risk factors that are material to the depositary receipts being offered and/or admitted to trading in order to assess the market risk associated with these securities in a section headed "Risk Factors".
       
      Additional information on mineral companies
       
      64. In the case of mineral companies, the information set out in Chapter 18.
       
      Material contracts and documents on display
       
      65. The dates of and parties to all material contracts (not being contracts entered into in the ordinary course of business) entered into by any member of the group within the two years immediately preceding the issue of the listing document, together with a summary of the principal contents of such contracts and particulars of any consideration passing to or from any member of the group. (Note 2)
       
      66. Details of a reasonable period of time (being not less than 14 days) during which the following documents where applicable are published on the Exchange’s website and the issuer’s own website:-
       
        (1) [Repealed 4 October 2021]
       
        (2) each of the following contracts:-
       
          (a) any service contracts disclosed pursuant to paragraph 35;
       
          (b) any material contracts disclosed pursuant to paragraph 65; and
       
          (c) in the case of a notifiable transaction or connected transaction circular, any contracts pertaining to the transaction,
       
          or where any of the above contracts have not been reduced into writing, a memorandum giving full particulars thereof;
       
        (3) all reports, letters or other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in the listing document;
       
        (4) a written statement signed by the reporting accountants setting out the adjustments made by them in arriving at the figures shown in their report and giving the reasons therefor; and
       
        (5) [Repealed 4 October 2021]
       
        (6) [Repealed 4 October 2021]
       
        (7) the deposit agreement executed between the depositary and the issuer.
       
      NOTES
       
      Note 1 In cases where the directors of the issuer are responsible for part of the listing document, the directors of another company being responsible for the remainder, the statement should be appropriately adapted. In exceptional cases the Exchange may require other persons to give, or join in, the statement of responsibility in which case the listing document should also be modified appropriately.
       
      Note 2 Under paragraphs 8, 20, 21, 22, 24, 25(1)(b), 26, 29, 34(2), 35, 36, and 65, reference to the group is to be construed as including any company which will become a subsidiary of the issuer by reason of an acquisition which has been agreed or proposed since the date to which the latest audited accounts of the issuer have been made up.
       
      Note 3 [Repealed 1 April 2015]
       
      Note 4 For the purposes of paragraph 34 particulars should be given of the extent of any duplication which occurs.
       
      Note 5 For the purposes of paragraph 30 "other listed public companies" means other public companies the securities of which are listed on any securities market in Hong Kong (including but not limited to the Main Board and GEM) or overseas.
       
      Note 6  For the purpose of paragraph 27(3), the information may be incorporated in the listing document or circular of the listed issuer by reference to its other documents published under the Exchange Listing Rules.