Entire Section

  • Appendix 5 Forms Relating to Applications for Listing

    • Listing Application Form (For Equity Securities and Debt Securities)

      Form A1

      (To be typed or copied under the letter-head of the sponsor, who is arranging for the application to be submitted)

      To: The Head of the Listing Division,
      The Listing Division,
      The Stock Exchange of Hong Kong Limited.

      Date: . . . . . . . . . 20 . . . .

      Dear Sir,

      Re: ................................................. (Name of the issuer which is the subject of the listing application)

      We [ ........................................... [Limited] hereby apply]/[are instructed by ..................................... [Limited] to make an application] for the listing of and for permission to deal in the securities referred to in paragraph 5(b) below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled "Rules Governing the Listing of Securities" (the "Listing Rules"). An issuer which is not a company or an issuer whose shares are to be represented by depositary receipts should adapt this form as necessary to change references that apply only to companies or issuers of depositary receipts.

      Particulars of the proposed listing are:—

      1. Proposed timetable for the listing (please specify dates) (Note 1):
      (A) first draft of listing document available for Exchange: ..........................
      (B) Exchange hearing: .....................................................
      (C) bulk print date: .......................................................
      (D) listing document date (Note 1(4)): ........................................
      (E) application lists close: ..................................................
      (F) announcement of results: ...............................................
      (G) refund cheques despatched: .............................................
      (H) documents of title despatched: ..........................................
      (I) dealings commence: ...................................................
      2. Place and date of incorporation or other establishment: ....................................................
      3. History and nature of business and, in the case of an investment company, a brief description of investment policy and objectives: .......................
      ......................................................
      ......................................................
      ......................................................
      ......................................................
      ......................................................
      4. List of proposed directors:
       
      (in English) (in Chinese)
      . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
      . . . . . . . . . . . . . . . . . . . . . . . . . .
      5. Details of share capital
      (a) Authorised share capital of [currency] [amount] divided into:
       
      Class Number Par value
      per share
      Total
      nominal value
        (A) (B)
      [currency]
      (C) = (A) x (B)
      [currency]
      Total ___________

      ___________
      (b) The type(s) and number of securities for which application is now made, being the issued (and paid up) share capital, inclusive of proposed issue, of [currency] [amount] divided into:
       
        Class Number Par value
      per share
      Total
      nominal value
          (A) (B)
      [currency]
      (C) = (A) x (B)
      [currency]
      In issue before the offer        
      Proposed to be issued pursuant to the offer (tentative)        
      •   maximum (if applicable)        
      •   minimum (if applicable)        
      Total ___________

      ___________
      6.
      (a) Estimated size of offer (tentative):
       
      Number of securities
      Class of securities Sale shares
      (if applicable)
      (A)
      New issue
      (if applicable)
      (B)
      Total Offered
      (C) = (A) + (B)
      Proposed offer price
      (D)
      [currency]
      Estimated
      size of offer
      (E) = (C) x (D)
      [currency]
      Total ___________

      ___________
      ___________

      ___________
      (b) Particulars of proposed listing method of the securities referred to in paragraph 5(b) above (tentative):
       
      Number of securities
      Class of securities Proposed listing method
      (Note 2)
      Sale share
      (if applicable)
      (A)
      New issue
      (if applicable)
      (B)
      Total
      (C) = (A) + (B)
      Proposed
      offer price
      (D)
      [currency]
      Estimated
      market value
      (E) = (C) x (D)
      [currency]
      Total ___________

      ___________
      ___________

      ___________
      7.
      (A) Estimated market value (equity)/total capitalisation (debt) of issuer: ........
      (B) Estimated market capitalisation (equity)/nominal amount (debt) of securities for which listing is sought (Note 2): ..........
      8. The securities for which application is now made
      (a) are/are not identical in all respects (Note 3)
      . . . . . . . . . . . . .
      . . . . . . . . . . . . .
      (b) are/are not identical in all respects with an existing class of security (Note 3)
      . . . . . . . . . . . . .
      . . . . . . . . . . . . .

      (If the securities are not identical now, but will become so in the future, a statement as to when they will become identical must be added to (a) or (b) above.)
      (c) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s)
      . . . . . . . . . . . . .
      (d) have been in the previous six months, are or will be the subject of an application for listing on the following stock exchange(s)
      . . . . . . . . . . . . .

      (Delete as appropriate)
      9. Revenue and profit attributable to equity shareholders for the three preceding years (Note 4):
       
      Year ending ...............
      Revenue Profit
      1st Year: ......................................... ...................................................
      2nd Year: ......................................... ...................................................
      3rd Year: ......................................... ...................................................
      10. * So far as is known, or can be ascertained after reasonable enquiry, by the directors of the issuer, the undermentioned is/are substantial shareholder(s) of the company or of its holding company (Note 6):—
       
      Name Address Company Extent of holding and which company


      The following are particulars of the qualifications, if any, and experience of the directors, chief executive and secretary of the issuer (Note 6):

      . . . . . . . . . . . . . . . . . . . . . . . . . . .

      * This paragraph is not applicable in the case of capitalisation issues.
      11. The proceeds (if any) of the issue or sale of the securities for which application is now made, or the portion thereof to be received by the issuer, are intended to be used by the issuer for the following purpose(s):—

      . . . . . . . . . . . . . . . . . . . . . . . . .
      12. The following are the qualifications of the undermentioned person(s) whose opinion(s) as (an) expert(s) is/are referred to in any document included in this application:—
       
      Name Qualifications Document
      13. [Repealed 1 October 2013]
      14. Details of renounceable document (where applicable):
      (1) type of document .......................................... (which must comply with Part A of Appendix 2 to the Listing Rules).
      (2) proposed date of issue .................................................
      (3) last day for splitting:
      (a) nil paid .........................................................
      (b) partly paid ......................................................
      (c) fully paid .......................................................
      (4) last day for renunciation ................................................
      (5) last day of dealing:
      (a) nil paid .........................................................
      (b) partly paid ......................................................
      15. If the securities or the underlying shares represented by depositary receipts for which listing is sought are partly paid:
      (1) proposed date of issue of the securities ....................................
      (2) proposed date(s) of payment of outstanding instalments ......................
      ...................................................................
      (3) last day for dealing in partly paid form .....................................
      16. Definitive certificates (in respect of the class of security/securities for which listing is sought) have al been issued for ................... stock/shares and will be on ........... for ........... stock/shares.
      17. In the case of an investment company, the names of the proposed custodian, management company and investment adviser, if any:
      . . . . . . . . . . . . . . . . . . .

      A cheque numbered ................ (cheque number) drawn on ........................ (bank) for HK$[                    ] is enclosed being payment of / A sum of HK$[                    ] has been electronically transferred to the Exchange’s designated bank account as* the initial listing fee payable in advance. If there is any delay in the proposed timetable as set out above, or if there is any change in that timetable or in any of the other particulars without the approval of the Exchange or if the proposed application for listing is withdrawn, cancelled or rejected by the Exchange, the Issuer acknowledges the Exchange's right to forfeit this amount.

      *Delete as appropriate

       

      Yours faithfully



      . . . . . . . . . . . . . . . . . . . . . . . . .
      Name:
      for and on behalf of
      [Sponsor's name]
      (Note 7)

      Issuer's Undertaking (for equity)

      We, ...................... (Name of the issuer which is the subject of the listing application), the issuer, hereby undertake:—

      (a) for so long as any of our securities are listed on the Main Board, to comply at all times with all of the requirements of the Exchange Listing Rules from time to time in force; and hereby confirm that we have complied with, and will comply with, all applicable Exchange Listing Rules and guidance materials throughout the listing application process;
      (b) to advise the Exchange if any change of circumstance arises prior to the hearing date of the application by the Listing Committee that would render any information contained in this application form or the draft listing document submitted herewith misleading in any material respect;
      (c) to lodge with the Exchange, before dealings in the securities commence, the declaration (Form F of Appendix 5) required by rule 9.11(37) of the Exchange Listing Rules;
      (d) to lodge with the Exchange the documents as required by rules 9.11(34) to 9.11(38) of the Exchange Listing Rules as appropriate in due course, in particular, to procure each director, proposed director, supervisor and proposed supervisor (in the case of a PRC issuer) to lodge with the Exchange as soon as practicable after the listing document is published a duly signed declaration and undertaking in the form set out in Form B/H/I in Appendix 5; and
      (e) to comply with the requirements of the procedures and format for publication and communication published by the Exchange from time to time.

      Please attach a certified extract from the board minutes of the issuer authorising the submission of this form and approving the undertaking set out herein.

      Issuer's Undertaking (for depositary receipts)

      We ...................... (Name of the issuer which is the subject of the listing application), the issuer, hereby undertake:—

      (a) for so long as any of the depositary receipts representing our shares are listed on the Main Board, to comply at all times with all of the requirements of the Exchange Listing Rules from time to time in force; and hereby confirm that we have complied with, and will comply with, all applicable Exchange Listing Rules and guidance materials throughout the listing application process;
      (b) to advise the Exchange if any change of circumstance arises prior to the hearing date of the application by the Listing Committee that would render any information contained in this application form or the draft listing document submitted herewith misleading in any material;
      (c) to lodge with the Exchange, before dealings in the depositary receipts commence, the declaration (Form F of Appendix 5) required by rule 9.11(37) of the Exchange Listing Rules;
      (d) to lodge with the Exchange the documents as required by rules 9.11(34) to 9.11(38) of the Exchange Listing Rules as appropriate in due course, in particular, in the case of a new applicant, to procure each director, proposed director, supervisor and proposed supervisor (in the case of a PRC issuer) to lodge with the Exchange as soon as practicable after the listing document is published a duly signed declaration and undertaking in the form set out in Form B/H/I in Appendix 5; and
      (e) to comply with the requirements of the procedures and format for publication and communication published by the Exchange from time to time.

      Please attach a certified extract from the board minutes of the issuer authorising the submission of this form and approving the undertaking set out herein.

      Issuer's authorisation for filing with the Commission

      We are required to file copies of our application with the Securities and Futures Commission ("SFC") under section 5(1) of the Securities and Futures (Stock Market Listing) Rules ("Rules"). Pursuant to section 5(2) of the Rules, we hereby authorise the Exchange to file all such materials with the SFC on our behalf as and when we file them with the Exchange.

      If our securities become listed on the Exchange, we will be required to file copies of certain announcements, statements, circulars, or other documents made or issued by us or on our behalf to the public or to holders of our securities with the SFC under sections 7(1) and (2) of the Rules. Pursuant to section 7(3) of the Rules, we hereby authorise the Exchange to file all such documents with the SFC on our behalf as and when we file them with the Exchange.

      All documents aforementioned shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe.

      In this letter, "application" has the meaning ascribed to it under section 2 of the Rules.

      The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, we undertake to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.

      Yours faithfully

      . . . . . . . . . . . . .
      Director for and on
      Behalf of [insert name
      of applicant] as authorised
      by resolution of the board
      of directors dated
      [insert date]

      NOTES

      Note 1: All applicants should note that:—

      (1) this listing application form must be submitted to the Exchange 14 clear days (for debt) prior to the date on which the listing document is to be bulk printed;
      (2) the applicant is not guaranteed an exclusive timetable. In other words the applicant's timetable may coincide with or overlap another issuer's timetable;
      (3) the applicant will be informed of the estimated size of issue and the current date on which it is proposed that the application lists will close of every other issuer whose timetable will coincide with or overlap the applicant's proposed timetable;
      (4) future applicants whose proposed timetable coincides with or overlaps the applicant's timetable will be informed of the estimated size of issue and current date on which it is proposed that the application lists will close of the applicant as disclosed in this form (all other details will be retained in strict confidence);
      (5) applicants will normally only be permitted to delay their timetable as the result of circumstances which were not anticipated at the time of submission of the listing application form, on a maximum of three occasions and, if such delays are made before the submission of a draft listing document, for a maximum of twelve months on each occasion. After the draft listing document has been submitted to the Exchange the three delays must not exceed six months, in total;
      (6) if there is any change in the applicant's proposed timetable without the approval of the Exchange, or if the listing application is withdrawn, cancelled or rejected then the deposit paid will be forfeited by the Exchange; and
      (7) the submission of a listing application form shall be deemed to confer authority upon the Exchange to notify to:—
      (a) any subsequent applicants whose proposed timetable coincides or overlaps with the applicants, the estimated size of the applicants' issue and the current date on which it is proposed that the application lists will close; and
      (b) the Securities and Futures Commission and the Hong Kong Monetary Authority, the details of the application.

      Note 2: Give particulars of the proposed method of listing of the securities, i e., whether by offer for subscription, offer for sale, placing, introduction, rights issue, open offer, capitalisation issue, consideration issue, exchange, substitution, conversion, exercise of option or warrant, subscription under an option scheme or otherwise. In the case of an introduction, this application must state the names and holdings (if known) of the ten largest beneficial holders of the securities, the total number of holders and particulars of the holdings of the directors and their families.

      Note 3: "Identical" means in this context:—

      (1) the securities are of the same nominal value with the same amount called up or paid up;
      (2) they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
      (3) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

      Note 4: This section need not be completed by a bank.

      Note 5: If insufficient space is provided for completion of any paragraph, additional information may be entered on a separate sheet of paper, duly signed and attached.

      Note 6: These paragraphs apply only to companies and:—

      "chief executive" means a person who either alone or together with one or more other persons is or will be responsible under the immediate authority of the board of directors for the conduct of the business of the issuer.
      "substantial shareholder" means a person entitled to exercise, or control the exercise of, ten per cent. or more of the voting power at any general meeting of the issuer.

      Note 7: To the extent that this form is required to be signed on behalf of the sponsor, the Exchange expects that it would be signed by the Principal(s) who act(s) as the supervisor(s) of the Transaction Team (as defined in the SFC Sponsor Provisions) undertaking the listing assignment. However, notwithstanding who signs this form on behalf of the sponsor, the Management (as defined in the SFC Sponsor Provisions) of the sponsor will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality assurance in respect of that work. The Exchange reminds sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including but not limited to those obligations under the SFC Sponsor Provisions.

      IMPORTANT

      Note 8: In order to maintain an orderly new issues market the Exchange reserves the right to refuse a listing application if there are too many existing applications in the relevant period.

    • Listing Application Form (For Collective Investment Schemes)

      Form A2
       
      (To be typed under the letter-head of the agent of the CIS listing applicant who is arranging for the application to be submitted)
       
      To:    The Head of the Listing Division,
      The Listing Division,
      The Stock Exchange of Hong Kong Limited
       
      . . . . . . . . . . . . . 20 . . . .
       
      Dear Sir,
       
      Re:.................................................(Name of collective investment scheme which is the subject of the listing application)
       
      We are instructed by the issuer named above, which is a collective investment scheme which has been/has applied to be authorised by the Securities and Futures Commission ("SFC") pursuant to Section 104 of the Securities and Futures Ordinance ("Collective Investment Scheme"), to make an application for listing of and permission to deal in a number of interests of the issuer.
       
      Particulars of the proposed listing are:—
       
      2.    Place and date of incorporation/governing law and date of original trust deed:
       
        . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
       
      3.    Brief description of investment policy and objectives: ..............................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      .......................................................................... 
      4.    Names of Directors, Trustee, Custodian, CIS Operator, Investment Adviser, Hong Kong Representative and any other parties involved or interested in the management or promotion of the Collective Investment Scheme:
      (in English) (in Chinese)


      . . . . . . . . . . . . . . . . .

      . . . . . . . . . . . . . . . . .

      . . . . . . . . . . . . . . . . .

      . . . . . . . . . . . . . . . . .

      . . . . . . . . . . . . . . . . .

      . . . . . . . . . . . . . . . . .

      . . . . . . . . . . . . . . . . .


      . . . . . . . . . . . . . . . . .

      . . . . . . . . . . . . . . . . .

      . . . . . . . . . . . . . . . . .

      . . . . . . . . . . . . . . . . .

      . . . . . . . . . . . . . . . . .

      . . . . . . . . . . . . . . . . .

      . . . . . . . . . . . . . . . . .

       
        The following are particulars of the qualifications and experience of the directors of the CIS Operator and (where applicable) the Collective Investment Scheme, the investment adviser, persons who are/will be responsible for investment management and investment advisory services in relation to the Collective Investment Scheme's portfolio and person(s) whose opinion(s) as (an) expert(s) is/are referred to in any document included in this application.
       
        .........................................................................

      .........................................................................

      .........................................................................
       
      5.    Type of security for which listing is sought:
       
        (a)    are identical in all respects/are divided into the following classes:

      ....................................................................

      ....................................................................

      (Note 1)
       
        (b)    are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s):

      ....................................................................

      ...................................................................
       
        (c)    have been in the previous six months, are or will be the subject of an application for listing on the following stock exchange(s):

      ....................................................................

      ....................................................................
       
      6.    Estimated size of initial offer (where the Collective Investment Scheme is newly formed):

      ..........................................................................
       
      7.    Net asset value and profit after tax since incorporation/formation or, if shorter, for the three preceding years (if applicable):
       
      Net Asset Value as at Year Ended .......... Profit
      1st Year: ......................................... ...................................................
      2nd Year: ......................................... ...................................................
      3rd Year: ......................................... ...................................................
      8.    Proposed timetable for the listing (please specify dates) (Note 2):
       
        (A)    first draft of listing document available for Exchange:

      .....................................................................
       
        (B)    Exchange clearance: ...................................................
       
        (C)    bulk print date: ........................................................
       
        (D)    listing document date: ..................................................
       
        (E)    dealings commence: ...................................................
       
      A cheque numbered .................... (cheque number) drawn on .................................................... (bank) for HK$[                    ] is enclosed / A sum of HK$[                    ] has been electronically transferred to the Exchange’s designated bank account*, being payment of the initial listing fee payable in advance. If there is any delay in the proposed timetable as set out above, or if there is any change in that timetable or in any of the other particulars without the approval of the Exchange, we acknowledge your right to forfeit this amount.

      * Delete as appropriate
       
      We shall keep the Exchange informed of the progress of this case at the earliest opportunity.
       
      We hereby authorise you to disclose to the SFC, the Hong Kong Monetary Authority and the Hong Kong Government, the estimated size and timetable of the issue.
       
      Yours faithfully



      ...................................
      Name:
      for and on behalf of
      [CIS listing applicant]
       
      CIS listing applicant and CIS Operator's Undertaking
       
      We declare that:—
       
      (1)    the SFC has confirmed that it has no further comments on the CIS Disclosure Document and that such confirmation is currently in force and that we know of no reasons why such confirmation may be withdrawn;
       
      (2)    the Collective Investment Scheme complies and will comply with the SFC's authorisation conditions for the CIS and any codes and guidelines issued by the SFC in relation to Collective Investment Schemes in so far as they apply;
       
      (3)    all information required to be included in the CIS Disclosure Document/listing document, where applicable, pursuant to Section 104 of the Securities and Futures Ordinance and the applicable codes enacted under the Ordinance, and by the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules (“Rules”) and any other applicable legislation has been included therein or, if the final version has not yet been submitted (or reviewed), will be included therein before it is so submitted; and
       
      (4)    there are no other facts bearing on the Collective Investment Scheme's application for listing of and permission to deal in such securities which, in our opinion, should be disclosed to The Stock Exchange of Hong Kong Limited.
       
      We undertake to comply with the provisions of the codes and guidelines issued by the SFC from time to time that are applicable to the authorisation of the Collective Investment Schemes and with the Listing Rules from time to time of The Stock Exchange of Hong Kong Limited so far as applicable to the Collective Investment Scheme.
       
      CIS listing applicant and CIS Operator's authorisation for filing with the SFC
       
      We are required to file copies of our application with the SFC under section 5(1) of the Rules. Pursuant to section 5(2) of the Rules, we hereby authorise the Exchange to file all such materials with the SFC on our behalf as and when we file them with the Exchange.
       
      If our securities become listed on the Exchange, we will be required to file copies of certain announcements, statements, circulars, or other documents made or issued by us or on our behalf to the public or to holders of our securities with the SFC under sections 7(1) and (2) of the Rules. Pursuant to section 7(3) of the Rules, we hereby authorise the Exchange to file all such documents with the SFC on our behalf as and when we file them with the Exchange.
       
      All documents aforementioned shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe.
       
      In this letter, "application" has the meaning ascribed to it under section 2 of the Rules.
       
      The authorisation aforementioned shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, we undertake to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.
       

      Yours faithfully
      (Note 3)



      ...................................
      For and on behalf of
      [CIS listing applicant and the CIS Operator]
       

      NOTES
       
      Note 1:             "Identical" means in this context:—
       
        (1)    the securities are of the same nominal value with the same amount called up or paid up; and
       
        (2)    they carry the same right as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
       
      Note 2:    All applicants should note that:—
       
        (1)    [Repealed 10 November 2014]
       
        (2)    the applicant is not guaranteed an exclusive timetable. In other words the applicant's timetable may coincide with or overlap another issuer's timetable;
       
        (3)    applicants will normally only be permitted to delay their timetable as the result of circumstances which were not anticipated at the time of submission of the listing application form, on a maximum of three occasions and, if such delays are made before the submission of a draft listing document, for a maximum of twelve months on each occasion. After the draft listing document has been submitted to the Exchange the three delays must not exceed six months, in total;
       
        (4)    if there is any change in the applicant's proposed timetable without the approval of the Exchange, or if the listing application is withdrawn, cancelled or rejected then the deposit paid will be forfeited by the Exchange; and
       
        (5)    the submission of a listing application form shall be deemed to confer authority upon the Exchange to notify to:—
       
          (a)    any subsequent applicants whose proposed timetable coincides or overlaps with the applicant's, the estimated size of the applicant's issue and the current date on which it is proposed that the application lists will close; and
       
          (b)    the SFC, the Hong Kong Monetary Authority and the Hong Kong Government, the details of the application.
       
      Note 3:    This form must be signed by a duly authorised officer of the governing body or board of directors (or its functional equivalent) of the Collective Investment Scheme (as the case may be) and by a duly authorised officer for and on behalf of the CIS Operator.
       
      Note 4:    If insufficient space is provided for completion of any paragraph, additional information may be entered on a separate sheet of paper, duly signed and attached.
       
      IMPORTANT
       
      Note 5:    In order to maintain an orderly new issues market the Exchange reserves the right to refuse a listing application if there are too many existing applications in the relevant period.
       

    • Declaration and Undertaking with regard to Directors

      Appendix 5
      附錄五
       
      Declaration and Undertaking with regard to Directors
      董事的聲明及承諾
       
      Form B
      B表格
       
      Part 1
      第一部分

       
      Declaration
      聲明

       
      1.    State:—
      請填報:
       
        in English
      英文
      in Chinese
      中文
      (a) present surname and any former surname(s)*
            現時姓氏及任何前度姓氏*
      ..................... .....................
      (b) alias, if any *
            別名,如有*
      ..................... .....................
      (c) present forename(s) and any former forename(s) *
            現時名字及任何前度名字*
      ..................... .....................
      (d) date of birth
            出生日期
      ..................... .....................
      (e) residential address
            住址
      ..................... .....................
      (f) nationality and former nationality, if any
            國籍及前度國籍,如有
      ..................... .....................
      (g)
      (i) Hong Kong ID card number
      香港身份證號碼
      (ii) in the case of a non-Hong Kong ID cardholder, passport number or any identification document number and name of issuing authority
      如為非香港身份證持有人,請列明護照號碼或任何身份識別文件號碼,以及簽發機構名稱
       


      .....................


      .....................
       


      .....................


      .....................
      (h) name of issuer (i.e. the new applicant/listed issuer)
            發行人(新申請人╱上市發行人)名稱
      ..................... .....................
      (i) sex (male / female / non-binary / others)
            性別 (男 / 女 / 非二元性別 / 其他)
      ..................... .....................

      * As set out in the Hong Kong ID card, or any relevant identification document referred to in 1(g) above.
      * 香港身份證或上文1(g)所述的任何有關身份識別文件上所示者。
       
      2. The relevant document that sets out my personal details in the manner described in paragraph 41(1) of Appendix 1A or rule 13.51(2), as the case may be, of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force (the "Listing Rules" ) is:
      按不時生效的《香港聯合交易所有限公司證券上市規則》(《上市規則》)附錄一A第41(1)段或第13.51(2)條所述方式(視屬何情況而定)載有本人的個人資料的有關文件為:

      (Tick as appropriate)
      (請在適當方格內加上√ 號)

      In the case of new applicant:
      如屬新申請人:
       
      the listing document dated ........................... which has been duly registered with the Companies Registry.
      日期為............... 年...............月...............日並已正式在公司註冊處登記的上市文件。


      In the case of listed issuer:
      如屬上市發行人:
       
      the announcement dated ........................... by the issuer as required under Listing Rule 13.51(2) with regard to my appointment as a director of the issuer.
      發行人按《上市規則》第13.51(2)條的規定,就委任本人為發行人董事的公告。公告日期為........... 年...........月...........日。

       
      Part 2
      第二部分
       
      UNDERTAKING
      承諾
       
      The particulars referred to in this Part 2 are:-
      此第二部分所述的資料為:
       
      (a)    in the exercise of my powers and duties as a director of ...................................... (Insert the name of the issuer) I, the undersigned, shall:-
      在行使......................................(填入發行人名字)董事的權力及職責時,本人(簽署人)須:
       
        (i)    comply to the best of my ability with the Listing Rules;
      盡力遵守《上巿規則》;
       
        (ii)    use my best endeavours to procure the issuer and, in the case of depositary receipts, the depositary, to comply with the Listing Rules;
      盡力促使發行人及(如屬預託證券)存管人遵守《上巿規則》;
       
        (iii)    use my best endeavours to procure any alternate of mine to comply with the Listing Rules; and
      盡力促使本人的任何替任人遵守《上巿規則》;及
       
        (iv)    comply to the best of my ability, and use my best endeavours to procure the issuer to comply, with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance, the Code on Takeovers and Mergers, the Code on Share Buy-backs and all other securities laws and regulations from time to time in force in Hong Kong;
      盡力遵守並盡力促使發行人遵守《公司條例》、《公司(清盤及雜項條文)條例》、《證券及期貨條例》、《公司收購及合併守則》、《公司股份回購守則》及香港所有其他不時生效的有關證券的法例及規例;
       
      (b)    I shall, when I am a director of the issuer and after I cease to be so:
      本人出任發行人董事時以及不再出任發行人董事後均須:
       
        (i)    provide to The Stock Exchange of Hong Kong Limited (the “Exchange”) and the Securities and Futures Commission (the “Commission”) as soon as possible, or otherwise in accordance with time limits imposed by the Exchange or the Commission:
      盡快或根據香港聯合交易所有限公司(聯交所或本交易所)或證券及期貨事務監察委員會(證監會)設定的時限向聯交所及證監會提供以下資料及文件:
       
          (1)    any information and documents that the Exchange or the Commission reasonably considers appropriate to protect investors or ensure the smooth operation of the market; and
      聯交所或證監會合理地認為可保障投資者或確保市場運作暢順的任何資料及文件;及
       
          (2)    any other information and documents or explanation that the Exchange may reasonably require for the purpose of verifying compliance with the Listing Rules or as requested by the Commission; and
      聯交所可為核實是否有遵守《上市規則》事宜而合理地要求或證監會要求的任何其他資料及文件或解釋;及
       
        (ii)    cooperate in any investigation conducted by the Listing Division and/or the Listing Committee of the Exchange or the Commission, including answering promptly and openly any questions addressed to me, promptly producing the originals or copies of any relevant documents and attending before any meeting or hearing at which I am requested to appear;
      在聯交所上巿科及╱或上巿委員會或證監會所進行的任何調查中給予合作,包括及時及坦白地答覆向本人提出的任何問題,及時地提供任何有關文件的正本或副本,並出席本人被要求出席的任何會議或聽證會;
       
      (c)    I, in accepting to be a director of the issuer, hereby irrevocably appoint the issuer as my agent, for so long as I remain as a director of the issuer, for receiving on my behalf any correspondence from and/or service of notices and other documents by the Exchange or the Commission;
      本人接受出任發行人的董事,即不可撤回地委任發行人為本人的代理人,在本人出任發行人董事期間,代表本人接收任何聯交所或證監會發出的信函及╱或送達的通知書及其他文件;
       
      (d)    I shall inform the Exchange (in the manner prescribed by the Exchange from time to time):
      本人須在下列情況下(以聯交所不時規定的方式)將下述資料通知聯交所:
       
        (i)    as soon as reasonably practicable after my appointment, my telephone number, mobile phone number, facsimile number (if available), email address (if available), residential address and contact address (if different from the residential address) for correspondence from and service of notices and other documents by the Exchange or the Commission;
      於獲委任後在合理可行情況下盡快提供本人的電話號碼、手機號碼、傳真號碼(如有)、電郵地址(如有)、住址及用以接收聯交所或證監會所發出的信函及送達的通知書和其他文件的聯絡地址(如與住址不同);
       
        (ii)    for so long as I remain as a director of the issuer, any change to the contact information as described in paragraph (i) as soon as reasonably practicable and in any event within 28 days of such change; and
      在出任發行人董事期間,如第(i)段所述聯絡資料有變,須在合理可行的情況下盡快(無論如何於有關變動出現後 28 日內)通知聯交所;及
       
        (iii)    for a period of 3 years from the date on which I cease to be a director of the issuer, any change to the contact information as described in paragraph (i) as soon as reasonably practicable and in any event within 28 days of such change.
      在不再出任發行人董事的日期起計三年內,如第(i)段所述聯絡資料有變,須在合理可行的情況下盡快(無論如何須於有關變動出現後28日內)通知聯交所。
       
        I acknowledge and agree that any correspondence from and/or service of notices and other documents by the Exchange or the Commission to me when I am a director of the issuer or after I cease to be so, for whatever purposes (including but not limited to the service of notice of disciplinary proceedings) shall be deemed to have been validly and adequately served on me when the document or notice is served personally or is sent by post, facsimile or email to the address or number I provide to the Exchange. I agree and acknowledge that I am responsible for keeping the Exchange informed of my up-to-date contact details. I acknowledge that, if I, as a director or a former director of the issuer, fail to provide the Exchange with my up-to-date contact details or arrange for notices, documents or correspondence to be forwarded to me, I may not be ed to any proceedings commenced against me by the Exchange or the Commission; and
      本人確認及同意,在本人出任發行人董事期間或不再出任發行人董事之後,但凡聯交所或證監會就任何目的向本人發出的信函及╱或送達的通知書及其他文件(包括但不限於送達紀律程序的通知)若以面交本人的方式,或以郵寄、傳真或電郵的方式送達本人向聯交所提供的地址或號碼,即被視為已有效及充分地送達本人。本人同意及確認,本人有責任向聯交所提供本人最新的聯絡資料。本人確認,若本人(作為發行人的董事或前董事)未能向聯交所提供本人最新的聯絡資料,或未有為送呈本人的通知、文件或書信提供轉送安排,本人可能會不知悉聯交所或證監會向本人展開的任何程序;及
       
      (e)    I, in accepting to be a director of the issuer, hereby authorise the Executive Director - Listing, or any person authorised by the Executive Director - Listing, to disclose any of my personal particulars given by me to members of the Listing Committee or the Commission and, with the approval of the Chairman or a Deputy Chairman of the Exchange, to such other persons, as the Executive Director - Listing may from time to time think fit.
      本人接受出任發行人的董事,即授權上巿科執行總監、或其授權的任何人士,將本人提供的個人資料向上巿委員會委員或證監會披露;並在聯交所主席或一位副主席批准的情況下,向上巿科執行總監不時認為適當的其他人士披露。
       
      I, .................................................................. [Insert Chinese name, if any]:
      本人..................................................................[請填上中文姓名(如 有)]:
       
        (i)    solemnly and sincerely declare that all particulars about me that appear in Part 1(1) of this Form B and in the document referred to in Part 1(2) of this Form B are true, complete and accurate, that I accept responsibility for the truthfulness, accuracy and completeness of the foregoing particulars, that I have not made any statements or omissions which would render such particulars untrue or misleading, that I understand the possible consequences of giving information which is false or misleading in a material particular including those as set forth in Note (1) hereto, and that I understand that the Exchange may rely upon the foregoing particulars in assessing my suitability to act as a director of the issuer; and
      謹以至誠鄭重聲明,在本B表格第一部分(1)及本B表格第一部分(2)所述文件所示有關本人的所有詳細資料均為真實、完整及準確,且本人對上述資料的真實性、準確性及完整性承擔責任,而本人亦無作出任何聲明或遺漏,致使有關資料不真實或具誤導性,本人亦明白在要項上提供虛假或具誤導性的資料可能引致的後果(包括本表格附註1所載內容);本人並明白,聯交所或會倚賴上述資料來評估本人是否適合出任發行人董事;及
       
        (ii)    undertake with the Exchange in the terms set out in Part 2 of this Form B.
      按本B表格第二部分所載的條款向聯交所作出承諾。
       
      Signature 簽署: .................................
       
      Name of director
      董事姓名: .................................
       
      Hong Kong ID Card Number*
      香港身份證號碼*: .................................
       
      Dated 日期: .................................
       
      Certified as the true signature of
      由以下人士證明上述簽署為.................................
      的真實簽署
       
      By:
       
      Signature
      (Secretary/Director)
      簽署(秘書╱董事): .................................
       
      Name
      (Secretary/Director)
      姓名(秘書╱董事): .................................
       
      * In the case of a non-Hong Kong ID cardholder, state the passport number or any identification document number and name of issuing authority.
      如為非香港身份證持有人,請列明護照號碼或任何身份識別文件號碼,以及簽發機構名稱。
       
      Part 3
      第三部分
       
      (A)    If the issuer is a new applicant, the following sponsor's certification must be completed:-
      如發行人為新申請人,下列的保薦人證明亦須填報:

      SPONSOR'S CERTIFICATION
      保薦人證明

      We,....................................... , are the sponsor for the issuer appointed on [Date] for the purpose referred to in Listing Rule 3A.02 and have offices located at ....................................... We hereby certify that we have read the particulars provided by ................................. [Insert name of director] in and any document referred to in Part 1 (1) and (2) of this Form B and we are not aware of any information that would lead a reasonable person to inquire further concerning the truthfulness, completeness or accuracy of any of the particulars so provided.
      我們.......................................,乃在〔日期〕為《上巿規則》第3A.02條所提及的目的而委任的發行人的保薦人,辦事處設於.......................................。我們茲證明,我們已閱讀.................................〔填入董事的姓名〕在B表格第一部份(1)及(2)所作及所述任何文件內作出的回答,我們並不知悉任何資料,足以使一名合理的人士,就如此填報的資料的真實性、完整性及準確性作進一步的查詢。

      Executed this .................. day of .................., 20 .................., in ..................
      本證明於20..................年..................月..................日在..................簽立。

      (Signed 簽署) ....................................
       
      (B)    The following solicitor's certification must be completed whenever this Form B is required to be lodged with The Stock Exchange of Hong Kong Limited:-
      按規定須向香港聯合交易所有限公司呈報本B表格的,均須填報下列律師證明:

      SOLICITOR'S CERTIFICATION
      律師證明

      We, ................................., are a firm of solicitors qualified to advise on Hong Kong law with offices located at ............................................................................. We hereby certify that we have explained all applicable requirements and procedures for completing and executing this Form B and the documents referred to in this Form B, and the possible consequences of making any false declaration or giving false information, to ....................................... [Insert name of director]. Further, we hereby certify that.............................. [Insert name of director] has acknowledged to us that he/she understands the foregoing.
      我們,.................................,為一家有資格就香港法律提供意見的律師行,辦事處設於.................................。我們茲證明,我們已向.................................〔填入董事的姓名〕解釋填報及簽立本B表格及本B表格所指的文件的所有適用規定和程序,以及作出任何虛假聲明或提供虛假信息所可能引致的後果。此外,我們茲證明.................................〔填入董事的姓名〕已向我們承認其了解上述各項。

      Executed this .................. day of .................., 20 .................., in ..................
      本證明於20..................年..................月..................日在..................簽立。

      (Signed 簽署) ...................................
       
      Notes:
      附註:
       
      (1)    The failure of any person required to lodge this Form B to complete Part 1 of this Form B truthfully, completely and accurately, or the failure to execute Part 2 of this Form B or to observe any of the undertakings made under that Part, constitutes a breach of the Listing Rules. In addition, every director of the issuer supplying information sought or referred to in this Form B, should note that such information constitutes information which is provided to the Exchange in purported compliance with a requirement to provide information under the "relevant provisions" (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance, Cap. 571) and is likely to be relied upon by the Exchange. In relation to this, you should be aware that giving to the Exchange any information which is false or misleading in a material particular will render the relevant person liable for prosecution for an offence under section 384 of the Securities and Futures Ordinance. If you have any queries you should consult the Exchange or your professional adviser immediately.
      按規定須呈交本B表格的任何人士,若未能真實、完整及準確地填妥本B表格第一部分,或未能簽立本B表格第二部分又或未能遵守該部分所作的任何承諾,均構成違反《上市規則》。此外,凡提供本B表格所要求或所述資料的發行人董事均應注意,該等資料構成本意是為遵守「有關條文」(定義見香港法例第571章《證券及期貨條例》附表1第1部)項下關於提供資料的規定而向本交易所提供的資料,本交易所或會依賴該等資料。就此, 閣下應注意,根據《證券及期貨條例》第384條,在要項上向本交易所提供虛假或具誤導性的資料,有關人士即屬犯法,會遭檢控。若 閣下有任何疑問,應立即諮詢本交易所或 閣下的專業顧問。
       
      (2)    To the extent that this form is required to be signed by the sponsor, the Exchange expects that it would be signed by the Principal(s) who act(s) as the supervisor(s) of the Transaction Team (as defined in the SFC Sponsor Provisions) undertaking the listing assignment. However, notwithstanding who signs this form on behalf of the sponsor, the Management (as defined in the SFC Sponsor Provisions) of the sponsor will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality assurance in respect of that work. The Exchange reminds sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including but not limited to those obligations under the SFC Sponsor Provisions.
      只要此表格是規定須由保薦人簽署,本交易所認為,此表格須由承擔有關上市工作的交易小組(定義見「證監會保薦人條文」)的監督的主事人簽署。不過,無論是誰代表保薦人簽署此表格,保薦人的管理層(定義見「證監會保薦人條文」)須就保薦人公司工作的監督及質素保證負有最終責任。本交易所提醒保薦人:其有責任設立有效的內部系統及監控,並作出妥善的監督及監管;有關責任包括但不限於「證監會保薦人條文」所載的責任。
       
      (3)    [Repealed 15 February 2018].
       

    • Formal Application (For Equity Securities)

      Form C1

      If the application is required to be supported by a listing document, this form must be duly completed and lodged at least TEN CLEAR BUSINESS DAYS before the date on which the listed issuer proposes to bulk print the listing document. If the application is not required to be supported by a listing document, this form must be submitted at least FOUR CLEAR BUSINESS DAYS before the proposed date for issuing the securities.

      To: The Head of the Listing Division
      The Listing Division,
      The Stock Exchange of Hong Kong Limited,

      ............ 20 ....

      Dear Sir,

      1. We [ ............................................. [Limited] hereby apply]/[are instructed by ................................... [Limited] to make an application] for the listing of and for permission to deal in the securities referred to in paragraph 3 below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled "Rules Governing the Listing of Securities " (the "Listing Rules"). (Note 1)
      2. SHARE CAPITAL

      Authorised $
      Issued (and paid up)
      inclusive of present issue
      ................................in ..........................Stock/Shares of ................................
      ................................in ..........................Stock/Shares of ................................
      ................................in ..........................Stock/Shares of ................................
      ................................in ..........................Stock/Shares of ................................


      ___________________
      $
      ___________________



      ___________________
      $
      ___________________
      3. Amounts and descriptions of securities for which application is now made (include distinctive numbers if any)

      ..........................................................................

      ..........................................................................

      ..........................................................................
      4. The securities for which application is now made are proposed to be listed by way of .......
      ........................................................................
      (Note 2)
      5. The securities for which application is now made
      (a) are/are not identical in all respects

      ....................................................................

      ....................................................................
      (Note 3)
      (b) are/are not identical in all respects with an existing class of security

      .....................................................................

      .....................................................................
      (Note 3)

      (If the securities are not identical now, but will become so in the future, a statement as to when they will become identical must be added to (a) or (b) above.)
      (c) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s) .......................................................
      (d) have been in the previous six months, are or will be the subject of an application for listing on the following stock exchange(s) ....................................

      (Delete as appropriate)
      6. * So far as is known, or can be ascertained after reasonable enquiry, by the directors of the issuer, the undermentioned is/are substantial shareholder(s) of the company or of its holding company (Note 4):—

      Name Address Extent of holding and which company


      The following are particulars of the qualifications, if any, and experience of the directors, chief executive and secretary of the issuer (Note 4).

      ...............................................................................

      * This paragraph is not applicable in the case of capitalisation issues.

      The proceeds (if any) of the issue or sale of the securities for which application is now made, or the portion thereof to be received by the issuer, are intended to be used by the issuer for the following purpose(s) (Note 4):—

      ...............................................................................

      The following are the qualifications of the undermentioned person(s) whose opinion(s) as (an) expert(s) is/are referred to in any document included in this application (Note 4):—

      Name Qualifications Document
      7. We declare, to the best of our knowledge, information and belief, that:—
      (1) all the qualifications for listing set out in the relevant chapters of the Listing Rules have, insofar as applicable and required to be met or fulfilled prior to application, been met or fulfilled in relation to the issuer and the securities of the issuer referred to in paragraph 3 above;
      (2) all information required to be included in the listing document by virtue of the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules and the Code on Takeovers and Mergers has been included therein or, if the final version has not yet been submitted (or reviewed), will be included therein before it is so submitted;
      (3) all the requirements of the Securities and Futures (Stock Market Listing) Rules, insofar as applicable and required to be fulfilled at the time of application, have been fulfilled in relation to the issuer and the securities of the issuer referred to in paragraph 3 above; and
      (4) there are no other facts bearing on the issuer's application for listing of and permission to deal in such securities which, in our opinion, should be disclosed to The Stock Exchange of Hong Kong Limited.
      8. Details of renounceable document (where applicable):
      (1) type of document ........................................... (which must comply with Part A of Appendix 2 to the Listing Rules).
      (2) proposed date of issue ..................................................
      (3) last day for splitting:
      (a) nil paid ..........................................................
      (b) partly paid .......................................................
      (c) fully paid ........................................................
      (4) last day for renunciation
      (5) last day of dealing:
      (a) nil paid ..........................................................
      (b) partly paid .......................................................
      9. If the securities or the underlying shares represented by depositary receipts for which listing is sought are partly paid:
      (1) proposed date of issue of the securities .....................................
      (2) proposed date(s) of payment of outstanding instalments .......................

      .....................................................................
      (3) last day for dealing in partly paid form ......................................
      10. Definitive certificates (in respect of the class of security/securities for which listing is sought) have al been issued for .................................................. stock/shares and will be on ................... for ......................... stock/shares.
      11. ISSUER'S SOLE UNDERTAKING

      We, ........................ Limited, undertake to comply with the Listing Rules from time to time so far as applicable to the issuer.
       

      Yours faithfully,



      Signed ..................................
      Name:
      Director, Secretary or other
      duly authorised officer
      for and on behalf of

      [Issuer's Name]

      NOTES

      Note 1 Insert name of issuer of securities. If it is an overseas issuer, the place of incorporation or other establishment and the applicable law under which it is incorporated or otherwise established must be stated.

      Note 2 Give particulars of the proposed method of listing of the securities, i e., whether by offer for subscription, offer for sale, placing, introduction, rights issue, open offer, capitalisation issue, consideration issue, exchange, substitution, conversion, exercise of option or warrant, subscription under an option scheme or otherwise.

      Note 3 "Identical" means in this context:-

      (1) the securities are of the same nominal value with the same amount called up or paid up;
      (2) they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
      (3) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

      Note 4 These paragraphs apply only to companies and:-

      "chief executive" means a person who either alone or together with one or more other persons is or will be responsible under the immediate authority of the board of directors for the conduct of the business of the issuer.

      "substantial shareholder" means a person entitled to exercise, or control the exercise of, ten per cent. or more of the voting power at any general meeting of the issuer.

    • Formal Application (For Debt Securities)

      Form C2

      This form must be lodged duly completed (by reference to the Notes), in the case of a new applicant, at least THREE CLEAR BUSINESS DAYS before the hearing of the application by the Exchange, and in every other case, at least TWO CLEAR BUSINESS DAYS before the date on which the listing document is to be bulk printed. An issuer which is not a company should adapt this form as necessary to change references that apply only to companies.

      To: The Head of the Listing Division,
      The Listing Division
      The Stock Exchange of Hong Kong Limited.

      ............ 19 ...

      Dear Sir,

      1. We ............................................. [Limited] hereby apply for the listing of and for permission to deal in the securities referred to in paragraph 3 below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled "Rules Governing the Listing of Securities" (the "Listing Rules"). (Note 1)
      2. SHARE CAPITAL
       
      Authorised $   Issued (and paid up)
      inclusive of present issue
      ................................in ..........................Stock/Shares of ................................
      ................................in ..........................Stock/Shares of ................................
      ................................in ..........................Stock/Shares of ................................
      ................................in ..........................Stock/Shares of ................................


      ___________________
      $
      ___________________
       

      ___________________
      $
      ___________________


      (Note 2)

      All or part of the issued share capital is or is to be listed on the following stock exchange(s) ..........................................................................
      3. Amounts and descriptions of securities for which application is now made (include distinctive numbers if any)

      ....................................................................................................................................................

      ....................................................................................................................................................

      ....................................................................................................................................................
      4. The securities for which application is now made are proposed to be listed by way of

      ....................................................................................................................................................
      (Note 3)
      5. The securities for which application is now made
      (1) are/are not identical in all respects

      ....................................................................................................................................................

      ....................................................................................................................................................
      (Note 4)
      (2) are/are not identical in all respects with an existing class of security

      ....................................................................................................................................................

      ....................................................................................................................................................
      (Note 4)

      (If the securities are not identical now, but will become so in the future, a statement as to when they will become identical must be added to (a) or (b) above.)
      (3) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s)...................................................................................
      (4) have been in the previous six months, are or will be the subject of an application for listing on the following stock exchange(s).................................................

      (Delete as appropriate)
      6. So far as is known, or can be ascertained after reasonable enquiry, by the directors of the issuer, the undermentioned is/are a substantial shareholder(s) of the company or of its holding company (Note 5):—
       
      Name Address Extent of holding and which company






      The particulars of the qualifications, if any, and experience of the directors and secretary of the issuer (Note 6) are:







      ....................................................................................................................................................

      The proceeds (if any) of the issue or sale of the securities for which application is now made, or the portion of them to be received by the issuer, are intended to be used by the issuer for the following purpose(s)






      ....................................................................................................................................................

      The following qualifications of the undermentioned person(s) whose opinion(s) as (an) expert(s) is/are referred to in any document included in this application are:—
       
      Name Qualifications Document

       

       

       

       

       

       

       

      7. We declare, to the best of our knowledge, information and belief, that:—
      (1) all the qualifications for listing set out in the relevant chapters of the Listing Rules have, insofar as applicable and required to be met or fulfilled prior to application, been met or fulfilled in relation to the issuer and the securities of the issuer referred to in paragraph 3 above;
      (2) all information required to be included in the listing document by virtue of the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules and the Code on Takeovers and Mergers has been included therein or, if the final version has not yet been submitted (or reviewed), will be included therein before it is so submitted;
      (3) all the requirements of the Securities and Futures (Stock Market Listing) Rules, insofar as applicable and required to be fulfilled at the time of application, have been fulfilled in relation to the issuer and the securities of the issuer referred to in paragraph 3 above; and
      (4) there are no other facts bearing on the issuer's application for listing of and permission to deal in such securities which, in our opinion, should be disclosed to The Stock Exchange of Hong Kong Limited.

       

       

       

       

       

       

       

      8. If the securities for which listing is sought are partly paid:
      (1) proposed date of issue of the securities ..............................................................
      (2) proposed date(s) of payment of outstanding instalments ..............................................................

      ....................................................................................................................................................
      (3) last day for dealing in partly paid form ......................................
      9. Definitive certificates (in respect of the class of security/securities for which listing is sought) will be on [ ............. ]
      10. We undertake to lodge with you the documents as required by rule 24.14 of the Listing Rules in due course (Note 7), in particular, in the case of a new applicant, to procure each director/member of the issuer's governing body to lodge with you as soon as practicable after the listing document is published a duly signed declaration and undertaking in the form set out in Form B in Appendix 5. In the case of a listed issuer, the same declaration and undertaking must be submitted if specifically requested by the Exchange.
      11. ISSUER'S SOLE UNDERTAKING

      We, ...................... Limited, undertake to comply with the Listing Rules from time to time so far as they apply to the issuer.
      12 ISSUER'S AUTHORISATION FOR FILING WITH THE COMMISSION

      We are required to file copies of our application with the Securities and Futures Commission ("SFC") under section 5(1) of the Securities and Futures (Stock Market Listing) Rules ("Rules").

      Under section 5(2) of the Rules, we hereby authorise the Exchange to file all materials with the SFC on our behalf as and when we file them with the Exchange. If our securities become listed on the Exchange, we will be required to file copies of certain announcements, statements, circulars, or other documents made or issued by us or on our behalf to the public or to holders of our securities with the SFC under sections 7(1) and (2) of the Rules. Under section 7(3) of the Rules, we hereby authorise the Exchange to file all such documents with the SFC on our behalf as and when we file them with the Exchange.

      All documents shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe.

      In this letter, "application" has its meaning under section 2 of the Rules.

      This authorisation shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant the approval. In addition, we undertake to execute any documents in favour of the Exchange perfecting this authorisation that the Exchange may require.
        Yours faithfully,


       
        Signed ..................................
      Name:
      Director, Secretary or other
      duly authorised officer
      for and on behalf of

      [Issuer's Name]

      NOTES

      Note 1 Insert name of issuer of securities. If it is an overseas issuer, the place of incorporation or establishment and the law under which it is incorporated or established must be stated.

      Note 2 This paragraph does not apply to States, Supranationals, issues of debt securities which are or are to be uniform in all respects with debt securities of the issuer of a class al listed or debt issues to professional investors only.

      Note 3 Give particulars of the proposed method of listing of the securities, i.e., whether by offer for subscription, offer for sale, placing, exchange, substitution, conversion, exercise of option or warrant, or otherwise.

      Note 4 "Identical" means:—

      (1) the securities are of the same nominal value with the same amount called up or paid up;
      (2) they are entitled to interest at the same rate and for the same period, so that at the next ensuing distribution the interest payable per unit will amount to exactly the same sum (gross and net); and
      (3) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

      Note 5 This paragraph does not apply to States, Supranationals, State Corporations, or debt issues to professional investors only; and "substantial shareholder" means a person entitled to exercise, or control the exercise of, ten per cent. or more of the voting power at any general meeting of the issuer.

      Note 6 This paragraph does not apply to States, debt issues to professional investors only or, in the case of details in relation to its secretary, to Supranationals.

      Note 7 This paragraph does not apply to States, Supranationals or debt issues to professional investors only.

    • Formal Application (For Collective Investment Schemes)

      Form C3

      This form must be lodged duly completed at least FIVE CLEAR BUSINESS DAYS, unless otherwise agreed by the Exchange, prior to the date on which it is expected that the Exchange will consider approving the listing of additional interests in the CIS. An issuer which is not a company should adapt this form as necessary to change references that apply only to companies.

      To: The Head of the Listing Division,
      The Listing Division,
      The Stock Exchange of Hong Kong Limited.

      ............ 20 ....

      Dear Sir,

      1. We [ .......................................... hereby apply]/[are instructed by .......................................... to make application] for listing of and permission to deal in the securities referred to in paragraph 3 below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled the "Rules Governing the Listing of Securities" (the "Listing Rules").
      2. [ ............................... ] is a Collective Investment Scheme which has received a confirmation from the Securities and Futures Commission ("SFC") that it has no further comments on the CIS Disclosure Document.
      3. Application is now made in respect of [describe the interest of the Collective Investment Scheme] of [$ or other relevant currency] each in the issuer.
      4. The securities for which application is now made:
      (a) are identical in all respects/are divided into the following classes:

      .....................................................................

      .....................................................................
      (Note 1)
      (b) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s):

      .....................................................................

      .....................................................................
      (c) have been in the previous six months, are or will be the subject of an application for listing on the following stock exchange(s):

      .....................................................................

      .....................................................................
      5. The following are particulars of the qualifications and experience of the directors of the CIS Operator and (where applicable) the Collective Investment Scheme, the investment adviser, persons who are/will be responsible for investment management and investment advisory services in relation to the Collective Investment Scheme's portfolio and person(s) whose opinion(s) as (an) expert(s) is/are referred to in any document included in this application.

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................
      6. We declare that:—
      (1) the SFC has confirmed that it has no further comments on the CIS Disclosure Document and that such confirmation is currently in force and that we know of no reasons why such confirmation may be withdrawn;
      (2) the Collective Investment Scheme complies and will comply with the SFC's authorisation conditions for the CIS and any codes and guidelines issued by the SFC in relation to Collective Investment Schemes in so far as they apply;
      (3) all information required to be included in the CIS Disclosure Document/listing document, where applicable, pursuant to Section 104 of the Securities and Futures Ordinance and the applicable codes enacted under the Ordinance, and by the Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures (Stock Market Listing) Rules and any other applicable legislation has been included therein or, if the final version has not yet been submitted (or reviewed), will be included therein before it is so submitted; and
      (4) there are no other facts bearing on the Collective Investment Scheme's application for listing of and permission to deal in such securities which, in our opinion, should be disclosed to The Stock Exchange of Hong Kong Limited.
      7. We undertake to comply with the provisions of the codes and guidelines issued by the SFC from time to time that are applicable to the authorisation of the Collective Investment Schemes and with the Listing Rules from time to time of The Stock Exchange of Hong Kong Limited so far as applicable to the Collective Investment Scheme.
       

      Yours faithfully,
      (Note 2)



      Signed ...........................
      Name:
      For and on behalf of
      [CIS listing applicant and the
      CIS Operator]

      NOTES

      Note 1: "Identical" means in this context:—

      (1) the securities are of the same nominal value with the same amount called up or paid up; and
      (2) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

      Note 2: This form must be signed by a duly authorised officer of the governing body or board of directors (or its functional equivalent) of the Collective Investment Scheme (as the case may be) and by a duly authorised officer for and on behalf of the CIS Operator.

    • Formal Application (For Open-ended Investment Companies, Unit Trusts, Mutual Funds and Other Collective Investment Schemes governed by Chapter 21 of the Listing Rules)

      Form C3Z

      This form, suitably adapted for the specific legal form of the issuer, must be lodged duly completed at least FOUR CLEAR BUSINESS DAYS prior to the hearing of the application by the Exchange.

      To: Head of Listing
      The Listing Division,
      The Stock Exchange of Hong Kong Limited

      ..........., 20 .....

      Dear Sir,

      1. We [ .......................................... hereby apply]/[are instructed by .......................................... to make application] for listing of and permission to deal in the securities/instruments referred to in paragraph 2 below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled the "Rules Governing the Listing of Securities" (the "Listing Rules").
      2. Application is now made in respect of an open-ended number of[units]/[units]/[redeemable preference shares]/[description of other redeemable instrument] of $ ................. each in the issuer representing the [relevant entity's] authorised capital and which shall be issued at a price not less than the net asset value at the time of issue.
      3. The [securities]/[other relevant description] for which application is now made:—
      (a) are identical in all respects/are divided into the following classes:—

      .....................................................................

      .....................................................................
      (Note 1)
      (b) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s):—

      .....................................................................

      .....................................................................
      (c) have been in the previous six months, are or will be the subject of an application for listing on the following stock exchange(s):—

      .....................................................................

      .....................................................................
      4. The following are particulars of the qualifications and experience of the persons who are/ will be responsible for investment management and investment advisory services in relation to the open-ended investment company's/unit trust's/mutual fund's/other collective investment scheme's portfolio.

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................

      ..........................................................................
      5. We declare that:—
      (1) save as disclosed to The Stock Exchange of Hong Kong Limited in writing, the open-ended investment company/unit trust/mutual fund/other collective investment scheme complies and will comply in all material respects with all applicable regulations and legislation; (Note 2)
      (2) all information required to be included in the listing document/explanatory memorandum by virtue of all applicable regulations and legislation has been included therein or, if the final version has not yet been submitted (or reviewed), will be included therein before it is so submitted; (Note 2) and
      (3) there are no other facts bearing on this application for listing of and permission to deal in the securities/instruments referred to in paragraph 2 above which, in our opinion, should be disclosed to The Stock Exchange of Hong Kong Limited.
      6. We undertake to comply with Listing Rules from time to time of The Stock Exchange of Hong Kong Limited so far as applicable to the open-ended investment company/unit trust/ mutual fund/other collective investment scheme.
       

      Yours faithfully,
      (Note 3)



      Signed ..................................
      Name:
      For and on behalf of
      [Sponsor's Name]




      AND



      Signed ..................................
      Name:
      for and on behalf of
      [Trustee, Management Company, Mutual
      Fund, Custodian, Other Relevant Entity]

      NOTES

      (1) "Identical" means in this context:-
      (1) the [securities]/[other relevant description] are of the same nominal value with the same amount called up or paid up; and
      (2) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.
      (2) The declarations in sections 5(1) and 5(2) must be supported by the opinion(s) of (a) lawyer(s) qualified to opine on the regulations and laws relevant to this application.
      (3) This form must be signed, in the case of a unit trust, for and on behalf of the Trustee and any Management Company; and, in the case of a mutual fund, by a duly authorised officer of the mutual fund and for and on behalf of the Custodian and any Management Company and; in the case of any other relevant entity, by a duly authorised person; and in the case of a new applicant, also by the sponsor.

    • Marketing Statement

      Form D

      A separate marketing statement in this form must be completed by (i) each overall coordinator, (ii) each syndicate member (other than an overall coordinator), (iii) any distributor (other than a syndicate member) and (iv) every Exchange Participant with whom or through whom the securities are placed in the following circumstances:-

      (1) a placing of equity securities by or on behalf of a new applicant
      (2) a placing of equity securities of a class new to listing by or on behalf of a listed issuer

      The requirements of Chapter 7 and Appendix 6 and the accompanying Notes should be read before completing this statement.

      A. GENERAL
      1. Name of issuer/vendor _________________________________________________________
      2. Description of security _________________________________________________________
      3. Total amount or number of securities being placed _________________________________
      4. Total amount or number of securities being placed by the undersigned

      ____________________________________________________________________________
      *5. Net price to the issuer/vendor (Note 4) ____________________________________________
      *6. Name of overall coordinator ___________________________________________________________
      *7. Name(s) of syndicate member(s) (other than the overall coordinator(s))/ distributor(s) (other than syndicate member(s)) (if applicable)
      1. ________________________________________
      2. ________________________________________
      3. ________________________________________
      4. ________________________________________
      *8. Name(s) of the persons(s) or firm(s) from whom the undersigned obtained the securities to be placed by the undersigned ____________________________________________________

      * see Note 3 at the end of this form
      B. SUMMARY OF DISTRIBUTION
      9.
      (To be completed by overall coordinator only) (Note 3) Amount or Number of securities % of Placing
      Syndicate member(s) (including the overall coordinator(s))/Distributors
      (other than syndicate member(s))
      (As in A7)
      _____________ _______(1)
      _____________ _______(2)
      _____________ _______(3)
      _____________ _______(4)
      Total                  (As in A3)                                   100     
      C ANALYSIS OF DISTRIBUTION
      10.
       
      By the undersigned to: Number of holders Amount or Number of securities % of Placing
      (1) Clients (excluding the connected clients included in (2) below) _________ _________ _________
      (2) Connected clients _________ _________ _________
      (3) Existing or past employees of the issuer _________ _________ _________
      (4) Discretionary managed portfolios _________ _________ _________
      (5) Other Exchange Participants (see also C12 below) (Note 5) _________ _________ _________
      (6) Retained by the undersigned _________ _________
      (As in A4)
      _________
      (7) TOTAL _________ _________ _________
      11. [Repealed on 5 August 2022]
      12.
       
      By the undersigned to other Exchange Participants (Note 5) Name of Exchange Participant Amount or Number of securities % of Placing
       
       
          __________ __________
        As in C.10(5) __________ __________

      I hereby certify that to the best of my knowledge and belief[, and save as disclosed in the listing document and/ or the application seeking for the Exchange’s waiver from strict compliance with the requirements of rules 10.03 and 10.04 of the Exchange Listing Rules and its consent under paragraph 5(2) of Appendix 6 to the Exchange Listing Rules]#:

      (i) none of the securities placed by me have been placed with the directors and existing shareholders of the issuer or their respective close associates, whether in their own names or through a nominee of any of the foregoing, or to any of the “connected clients” (as defined in paragraph 13 of Appendix 6 to the Exchange Listing Rules) of the overall coordinator(s), any syndicate member(s) (other than the overall coordinator(s)) or any distributor(s) (other than syndicate member(s)) unless the conditions set out in rules 10.03 and 10.04 are fulfilled;
       
      (ii) we and the placees procured by us and their respective ultimate beneficial owners are third parties independent of the issuer; and
       
      (iii) the consideration payable by each placee (under C10) directly or indirectly to the issuer for each share of the issuer subscribed for or purchased by them is the same as the final offer price determined by the issuer, in addition to any brokerage, FRC transaction levy, SFC transaction levy and trading fee payable.

      Signed ____________________________________________________________________________

      Name and position held _______________________________________________________________

      Name of company ___________________________________________________________________

      Date ______________________________________________________________________________

      NOTES

      1. Marketing statements will only be accepted when the required details are typed on the statement.
      2. A marketing statement in this form must be completed by each of the overall coordinator(s), any syndicate member(s) (other than the overall coordinator(s)) and any distributor(s) (other than syndicate member(s)) named in paragraph 9 and each of the other Exchange Participants (if any) named in paragraph 12 and sent directly to the Exchange by that person.
      3. Paragraphs 5–8 of GENERAL and paragraph 9 of SUMMARY OF DISTRIBUTION are to be completed by the overall coordinator only.
      4. In paragraph 5, the net price should represent the effective issue price to the issuer or vendor.
      5. In completing paragraphs 10(5) and 12, the overall coordinator may exclude the syndicate member(s) and any other distributor(s) al named by him in other parts of those paragraphs.
      6. As soon as practicable after the hearing of the application by the Exchange but before dealings commence, a placee list setting out the required information in paragraph 11 of Appendix 6 to the Exchange Listing Rules must be lodged with the Exchange.
      7. For the purpose of this form, references to “securities” and “shares” shall include equity securities, interests in a REIT, stapled securities and securities of an investment company (as defined in rule 21.01 of the Exchange Listing Rules).
      # Delete as appropriate

    • Sponsor's/ Overall coordinator’s# Declaration

      Form E

      Note: If a legal entity is appointed as both the sponsor and the overall coordinator, only one declaration is required to be submitted. If the sponsor and the overall coordinator are different legal entities within the same group of companies, each of the sponsor and the overall coordinator is required to submit this declaration in its own capacity.
       
      To: The Head of the Listing Division,
      The Listing Division,
      The Stock Exchange of Hong Kong Limited.
       
      . . . . . . . . . . . . 20 . . . . .
      Dear Sir,
       
      I, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . being sponsor/ overall coordinator# to . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .[Name of issuer] (the "Issuer") hereby declare to the best of my knowledge and belief having made all reasonable enquiries that:—
       
      (1) Offers for Subscription and Offers for Sale

      At the time of listing there will be . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .shareholders of the securities to be listed.
       
      (2) Placings
       
      (i) The securities have been placed as follows:—
       
            No. of placees . . . . . . . . . . . . . . . . . . . . . . No. of securities placed . . . . . . . . . . . . . . . . . .
       
      The following (ii) and (iii) are only applicable to the overall coordinator(s) (including the sponsor-overall coordinator(s)).
       
      (ii) A bookbuilding process was carried out to assess demand for securities.
       
      (iii) The placing of the securities is in compliance with the placing guidelines set out in Appendix 6 to the Exchange Listing Rules.
       
      (3) 25% of the total number of issued shares of the Issuer [have been placed/will be held] in the hands of the public in accordance with rule 8.08 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("the Listing Rules") at the time of the Issuer's listing; and
       
      (4) Any subscription or purchase of the securities by a director or an existing shareholder has been in accordance with rules 10.03 or 10.04, as appropriate, of the Listing Rules.
       
      (5) (Only applicable to sponsor) All of the provisions of the Listing Rules insofar as applicable and required to be fulfilled prior to the grant of the Issuer's listing, have been complied with.
       
          Yours faithfully,




      Signed: . . . . . . . . . . . . . . .

      Name:

      For and on behalf of
      [Sponsor's/ Overall coordinator’s name]
       
      Note: For the purpose of this form, references to “securities” and “shares” shall include equity securities, interests in a REIT, stapled securities and securities of an investment company (as defined in rule 21.01 of the Listing Rules).
       
      # Delete as appropriate

    • Issuer’s Declaration

      Form F

      (The following is a suggested form of declaration which may be amended to meet individual cases)

      We, .............................. and ............................... a Director and the Secretary respectively of ............................................. Limited (hereinafter called "the Issuer"), declare to the best of our knowledge, information and belief as follows:—

      1. that all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies in connection with the issue/offer/introduction on .................... of the following securities of the Issuer, namely ............................ (insert particulars), have been duly filed and that to the best of our knowledge information and belief compliance has been made with all other legal requirements in connection with such issue/offer/introduction;
      2. that all pre-conditions for listing imposed by the listing rules of The Stock Exchange of Hong Kong Limited entitled "Rules Governing the Listing of Securities" under "Qualifications for Listing" have, insofar as applicable, been fulfilled in relation to the Issuer and the securities of the Issuer referred to in paragraph 1 above;
      3. that ..................... Shares of ........................ (Number & Class) ............... HK$ ................. Debenture/Loan Stock ................. Debenture/Notes/Bonds have been subscribed/purchased for cash and duly allotted/ issued/transferred to the subscribers/purchasers (and that the said Shares have been converted into HK$ ......................................................... Stock);
      4. that all money due to the Issuer in respect of the issue/offer has been received by it;
      5. that ................. Shares of ................... HK$ ................... Debenture/Loan Stock ................................. Debentures/Notes/Bonds have been issued credited as fully paid by way of conversion/exchange/consideration for property acquired/other consideration not being cash and have been duly allotted/issued/ transferred to the persons entitled thereto (and that the said Shares have been duly allotted/issued/transferred to the persons entitled thereto (and that the said Shares have been converted into HK$ ................................................... Stock);
      6. that the definitive documents of title have been delivered/are to be delivered/are being prepared and will be delivered in accordance with the terms of the issue;
      7. that completion has taken place of the purchase by the Issuer of all property shown in the listing document to Members dated ................... to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied;
      8. that the Trust Deed/Deed Poll relating to the said Debenture/Loan Stock, Debentures, Notes or Bonds has been completed and executed and a copy has been lodged with the The Stock Exchange of Hong Kong Limited and that particulars thereof, if so required by law, have been filed with the Registrar of Companies;
      9. that all the Shares/Debentures/Debenture/Loan Stock/Notes/Bonds of each class referred to above are in all respects identical+;
      10. that no alterations have been made to the version of the listing document which has been reviewed by The Stock Exchange of Hong Kong Limited and on which it has confirmed to the Issuer that it has no further comments other than in relation to the pricing of the issue or takeover offer, number of securities, figures depending on the information and correction of errors; and
      10A. (in the case of an offering of equity securities or interests (which include equity securities, interests in a REIT, stapled securities and securities of an investment company (as defined in rule 21.01)) that fall within rule 3A.32(1) only) that the allocation of discretionary fees, that is, the absolute amount to be paid, and the time schedule for the payment of the total fees payable to each syndicate CMI have been determined and communicated in writing to each syndicate CMI;
      11. that all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled.
       

      Signed ..................... Director

      Name:
      Date: .......................

      Signed ................... Secretary

      Name:
      Date: .....................

      + Note — "Identical" means in this context:—

      (1) the securities are of the same nominal value with the same amount called up or paid up;
      (2) they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and
      (3) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

    • Form G [Repealed]

    • Declaration and Undertaking with regard to Directors of an Issuer incorporated in the People's Republic of China ("PRC")

      Appendix 5
      附錄五
       
      Declaration and Undertaking with regard to Directors of an Issuer incorporated in the People's Republic of China ("PRC")
      在中華人民共和國(「中國」)註冊成立的發行人的董事的聲明及承諾
       
      Form H
      H表格
       
      Part 1
      第一部分

       
      DECLARATION
      聲明

       
      1.    State:-
      請填報:
       
        in English
      英文
      in Chinese
      中文
      (a) present surname and any former surname(s)*
            現時姓氏及任何前度姓氏*
      ..................... .....................
      (b) alias, if any *
            別名,如有*
      ..................... .....................
      (c) present forename(s) and any former forename(s) *
            現時名字及任何前度名字*
      ..................... .....................
      (d) date of birth
            出生日期
      ..................... .....................
      (e) residential address
            住址
      ..................... .....................
      (f) nationality and former nationality, if any
            國籍及前度國籍,如有
      ..................... .....................
      (g)
      (i) Hong Kong ID card number
      香港身份證號碼
      (ii) in the case of a non-Hong Kong ID cardholder, passport number or any identification document number and name of issuing authority
      如為非香港身份證持有人,請列明護照號碼或任何身份識別文件號碼,以及簽發機構名稱
       


      .....................


      .....................
       


      .....................


      .....................
      (h) name of issuer (i.e. the new applicant/listed issuer)
            發行人(新申請人╱上市發行人)名稱
      ..................... .....................
      (i) sex (male / female / non-binary / others)
            性別 (男 / 女 / 非二元性別 / 其他)
      ..................... .....................

      * As set out in the Hong Kong ID card, or any relevant identification document referred to in 1(g) above.
      * 香港身份證或上文1(g)所述的任何有關身份識別文件上所示者。
       
      2. The relevant document that sets out my personal details in the manner described in paragraph 41(1) of Appendix 1A or rule 13.51(2), as the case may be, of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force (the "Listing Rules") is:
      按不時生效的《香港聯合交易所有限公司證券上市規則》(《上市規則》)附錄一A第41(1)段或第13.51(2)條所述方式(視屬何情況而定)載有本人的個人資料的有關文件為:

      (Tick as appropriate)
      (請在適當方格內加上✓號)

      In the case of new applicant:
      如屬新申請人:
       
      the listing document dated ...........................which has been duly registered with the Companies Registry.
      日期為.....年.....月.....日並已正式在公司註冊處登記的上市文件。


      In the case of listed issuer:
      如屬上市發行人:
       
      the announcement dated ...........................by the issuer as required under Listing Rule 13.51(2) with regard to my appointment as a director of the issuer.
      發行人按《上市規則》第13.51(2)條的規定,就委任本人為發行人董事的公告。公告日期為...........年...........月...........日。

       
      Part 2
      第二部分
       
      UNDERTAKING
      承諾
       
      The particulars referred to in this Part 2 are:-
      此第二部分所述的資料為:
       
      (a) in the exercise of my powers and duties as a director of .......................................(Insert the name of the issuer) I, the undersigned, shall:-
      在行使........(填入發行人名字)董事的權力及職責時,本人(簽署人)須:
       
        (i) comply to the best of my ability with the Listing Rules, and all applicable laws, rules, regulations and normative statements from time to time in force in the PRC relating to the governing, operation, conduct or regulation of public companies in the PRC or elsewhere;
      盡力遵守《上巿規則》,及不時生效的所有關於中國或其他地方的公眾公司的管轄、運作、行為或監管事宜的適用中國法律、規則、規例及規範聲明;
       
        (ii) comply to the best of my ability with the provisions of the issuer's articles of association (including all provisions regarding the duties of directors) and use my best endeavours to procure the issuer to act at all times in accordance with its articles of association;
      盡力遵守發行人的公司章程的規定(包括有關董事職責的一切規定),並盡力促使發行人在任何時候均按照其公司章程而行事;
       
        (iii) use my best endeavours to procure the issuer to comply with the Listing Rules;
      盡力促使發行人遵守《上巿規則》;
       
        (iv) inform The Stock Exchange of Hong Kong Limited (the “Exchange”) forthwith and in writing, at any time while I am a director of the issuer (or within 12 months of my ceasing to be a director of the issuer), of any administrative or governmental notice or proceeding alleging a breach by the issuer or any of its subsidiaries or directors of any applicable laws, rules, regulations or normative statements in force in the PRC relating to the governing, operation, conduct or regulation of public companies;
      在本人擔任發行人的董事的任何期間(或本人停止擔任發行人的董事後的十二個月內),如有行政或政府部門的通知或涉及任何程序,指稱發行人或其任何附屬公司或董事,違反有關公眾公司的管轄、運作、行為或監管事宜而不時生效的任何適用的中國法律、規則、規例或規範聲明,立即通知並以書面通知香港聯合交易所有限公司(聯交所或本交易所);
       
        (v) comply to the best of my ability, and use my best endeavours to procure the issuer to comply, with the Companies Ordinance, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and Futures Ordinance, the Code on Takeovers and Mergers, the Code on Share Buy-backs and all other relevant securities laws and regulations from time to time in force in Hong Kong; and
      盡力遵守並盡力促使發行人遵守《公司條例》、《公司(清盤及雜項條文)條例》、《證券及期貨條例》、《公司收購及合併守則》、《公司股份回購守則》及香港所有其他不時生效的有關證券的法例與規例;及
       
        (vi) use my best endeavours to procure any alternate of mine to comply with the Listing Rules, including the provisions set out above;
      盡力促使本人的任何替任人遵守《上巿規則》(包括上列條文);
       
      (b) I shall, when I am a director of the issuer and after I cease to be so:
      本人出任發行人董事時以及停止擔任發行人董事後均須:
       
        (i) provide to the Exchange and the Securities and Futures Commission (the “Commission”) as soon as possible, or otherwise in accordance with time limits imposed by the Exchange or the Commission:
      盡快或根據聯交所或證券及期貨事務監察委員會(證監會)設定的時限向聯交所及證監會提供以下資料及文件:
       
          (1) any information and documents that the Exchange or the Commission reasonably considers appropriate to protect investors or ensure the smooth operation of the market; and
      聯交所或證監會合理地認為可保障投資者或確保市場運作暢順的任何資料及文件;及
       
          (2) any other information and documents or explanation that the Exchange may reasonably require for the purpose of verifying compliance with the Listing Rules or as requested by the Commission; and
      聯交所可為核實是否有遵守《上市規則》事宜而合理地要求或證監會要求的任何其他資料及文件或解釋;及
       
        (ii) cooperate in any investigation conducted by the Listing Division and / or the Listing Committee of the Exchange or the Commission, including answering promptly and openly any questions addressed to me, promptly producing the originals or copies of any relevant documents and attending before any meeting or hearing at which I am requested to appear;
      在聯交所上巿科及╱或上巿委員會或證監會所進行的任何調查中給予合作,包括及時及坦白地答覆向本人提出的任何問題,及時地提供任何有關文件的正本或副本,並出席本人被要求出席的任何會議或聽證會;
       
      (c) I, in accepting to be a director of the issuer, hereby irrevocably appoint the issuer as my agent, for so long as I remain as a director of the issuer, for receiving on my behalf any correspondence from and/or service of notices and other documents by the Exchange or the Commission;
      本人接受出任發行人的董事,即不可撤回地委任發行人為本人的代理人,在本人留任發行人董事期間,代表本人接收任何聯交所或證監會發出的信函及╱或送達的通知書及其他文件;
       
      (d) I shall inform the Exchange (in the manner prescribed by the Exchange from time to time):
      本人須在下列情況下(以聯交所不時規定的方式)將下述資料通知聯交所:
       
        (i) as soon as reasonably practicable after my appointment, my telephone number, mobile phone number, facsimile number (if available), email address (if available), residential address and contact address (if different from the residential address) for correspondence from and service of notices and other documents by the Exchange or the Commission;
      於獲委任後在合理可行情況下盡快提供本人的電話號碼、手機號碼、傳真號碼(如有)、電郵地址(如有)、住址及用以接收聯交所或證監會所發出的信函及送達的通知書和其他文件的聯絡地址(如與住址不同);
       
        (ii) for so long as I remain as a director of the issuer, any change to the contact information as described in paragraph (i) as soon as reasonably practicable and in any event within 28 days of such change; and
      在出任發行人董事期間,如第(i)段所述聯絡資料有變,須在合理可行的情況下盡快(無論如何於有關變動出現後 28 日內)通知聯交所;及
       
        (iii) for a period of 3 years from the date on which I cease to be a director of the issuer, any change to the contact information as described in paragraph (i) as soon as reasonably practicable and in any event within 28 days of such change.
      在不再出任發行人董事的日期起計三年內,如第(i)段所述聯絡資料有變,須在合理可行的情況下盡快(無論如何須於有關變動出現後28日內)通知聯交所。
       
        I acknowledge and agree that any correspondence from and/or service of notices and other documents by the Exchange or the Commission to me when I am a director of the issuer or after I cease to be so, for whatever purposes (including but not limited to the service of notice of disciplinary proceedings) shall be deemed to have been validly and adequately served on me when the document or notice is served personally or is sent by post, facsimile or email to the address or number I provide to the Exchange. I agree and acknowledge that I am responsible for keeping the Exchange informed of my up-to-date contact details. I acknowledge that, if I, as a director or a former director of the issuer, fail to provide the Exchange with my up-to-date contact details or arrange for notices, documents or correspondence to be forwarded to me, I may not be ed to any proceedings commenced against me by the Exchange or the Commission; and
      本人確認及同意,在本人出任發行人董事期間或不再出任發行人董事之後,但凡聯交所或證監會就任何目的向本人發出的信函及╱或送達的通知書及其他文件(包括但不限於送達紀律程序的通知)若以面交本人的方式,或以郵寄、傳真或電郵的方式送達本人向聯交所提供的地址或號碼,即被視為已有效及充分地送達本人。本人同意及確認,本人有責任向聯交所提供本人最新的聯絡資料。本人確認,若本人(作為發行人的董事或前董事)未能向聯交所提供本人最新的聯絡資料,或未有為送呈本人的通知、文件或書信提供轉送安排,本人可能會不知悉聯交所或證監會向本人展開的任何程序;及
       
      (e) I, in accepting to be a director of the issuer, hereby authorise the Executive Director - Listing, or any person authorised by the Executive Director – Listing, to disclose any of my personal particulars given by me to members of the Listing Committee or the Commission and, with the approval of the Chairman or a Deputy Chairman of the Exchange, to such other persons, as the Executive Director – Listing may from time to time think fit.
      本人接受出任發行人的董事,即授權上巿科執行總監、或其授權的任何人士,將本人提供的個人資料向上巿委員會委員或證監會披露;並在聯交所主席或一位副主席批准的情況下,向上巿科執行總監不時認為適當的其他人士披露。
       
      I, ..................................................................[Insert Chinese name, if any]:
      本人............................ [請填上中文姓名(如有)]:
       
        (i) solemnly and sincerely declare that all particulars about me that appear in Part 1(1) of this Form H and in the document referred to in Part 1(2) of this Form H are true, complete and accurate, that I accept responsibility for the truthfulness, accuracy and completeness of the foregoing particulars, that I have not made any statements or omissions which would render such particulars untrue or misleading, that I understand the possible consequences of giving information which is false or misleading in a material particular including those as set forth in Note (1) hereto, and that I understand that the Exchange may rely upon the foregoing particulars in assessing my suitability to act as a director of the issuer; and
      謹以至誠鄭重聲明,在本H表格第一部分(1)及本H表格第一部分(2)所述文件所示有關本人的所有詳細資料均為真實、完整及準確,且本人對上述資料的真實性、準確性及完整性承擔責任,而本人亦無作出任何聲明或遺漏,致使有關資料不真實或具誤導性,本人亦明白在要項上提供虛假或具誤導性的資料可能引致的後果(包括本表格附註1所載內容);本人並明白,聯交所或會倚賴上述資料來評估本人是否適合出任發行人董事;及
       
        (ii) undertake with the Exchange in the terms set out in Part 2 of this Form H.
      按本H表格第二部分所載的條款向聯交所作出承諾。
       
      Signature 簽署: ..........................
       
      Name of director
      董事姓名: .............................
       
      Hong Kong ID Card Number*
      香港身份證號碼*: .....................
       
      Dated 日期: .................................
       
      Certified as the true signature of ....................
      由以下人士證明上述簽署為 .........................的真實簽署
       
      By:
       
      Signature (Secretary/Director)
      簽署(秘書╱董事): .........................
       
      Name
      (Secretary/Director)
      姓名(秘書╱董事): ......................
       
      * In the case of a non-Hong Kong ID cardholder, state the passport number or any identification document number and name of issuing authority.
      如為非香港身份證持有人,請列明護照號碼或任何身份識別文件號碼,以及簽發機構名稱。
       
      Part 3
      第三部分
       
      (A)    If the issuer is a new applicant, the following sponsor's certification must be completed:-
      如發行人為新申請人,下列的保薦人證明亦須填報:

      SPONSOR'S CERTIFICATION
      保薦人證明

      We, ......................................., are the sponsor for the issuer appointed on [Date] for the purpose referred to in Listing Rule 3A.02 and have offices located at .......................................We hereby certify that we have read the particulars provided by .................................[Insert name of director] in and any document referred to in Part 1 (1) and (2) of this Form H and we are not aware of any information that would lead a reasonable person to inquire further concerning the truthfulness, completeness or accuracy of any of the particulars so provided.

      我們...........,乃在[日期]為《上巿規則》第3A.02條所提及的目的而委任的發行人的保薦人,辦事處設於........。我們茲證明,我們已閱讀.........〔填入董事的姓名〕在H表格第一部份(1)及(2)所作及所述任何文件內作出的回答,我們並不知悉任何資料,足以使一名合理的人士,就如此填報的資料的真實性、完整性及準確性作進一步的查詢。

      Executed this ..................day of .................., 20 .................., in ..................
      本證明於20..................年..................月..................日在..................簽立。

      (Signed 簽署) ..........................
       
      (B) The following solicitor's certification must be completed whenever this Form H is required to be lodged with The Stock Exchange of Hong Kong Limited:-
      按規定須向香港聯合交易所有限公司呈報本H表格的,均須填報下列律師證明:

      SOLICITOR'S CERTIFICATION
      律師證明

      We, .............................., are a firm of solicitors qualified to advise on Hong Kong law with offices located at ............................................................. We hereby certify that we have explained all applicable requirements and procedures for completing and executing this Form H or the documents referred to in this Form H, and the possible consequences of making a false declaration or giving false information, to .......................................[Insert name of director]. Further, we hereby certify that ..............................[Insert name of director] has acknowledged to us that he/she understands the foregoing.
      我們,..............,為一家有資格就香港法律提供意見的律師行,辦事處設於........................。我們茲證明,我們已向.............〔填入董事的姓名〕解釋填報及簽立本H表格及本H表格所指的文件的所有適用規定和程序,以及作出虛假聲明或提供虛假信息所可能引致的後果。此外,我們茲證明.............〔填入董事的姓名〕已向我們承認其了解上述各項。

      Executed this ..................day of .................., 20 .................., in ..................
      本證明於20..................年..................月..................日在..................簽立。

      (Signed 簽署) ........................
       
      Notes:
      附註:

       
      (1)    The failure of any person required to lodge this Form H to complete Part 1 of this Form H truthfully, completely and accurately, or the failure to execute Part 2 of this Form H or to observe any of the undertakings made under that Part, constitutes a breach of the Listing Rules. In addition, every director of the issuer supplying information sought or referred to in this Form H, should note that such information constitutes information which is provided to the Exchange in purported compliance with a requirement to provide information under the "relevant provisions" (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance, Cap. 571) and is likely to be relied upon by the Exchange. In relation to this, you should be aware that giving to the Exchange any information which is false or misleading in a material particular will render the relevant person liable for prosecution for an offence under section 384 of the Securities and Futures Ordinance. If you have any queries you should consult the Exchange or your professional adviser immediately.
      按規定須呈交本H表格的任何人士,若未能真實、完整及準確地填妥本H表格第一部分,或未能簽立本H表格第二部分又或未能遵守該部分所作的任何承諾,均構成違反《上市規則》。此外,凡提供本H表格所要求或所述資料的發行人董事均應注意,該等資料構成本意是為遵守「有關條文」(定義見香港法例第 571章《證券及期貨條例》附表1第 1 部)項下關於提供資料的規定而向本交易所提供的資料,本交易所或會依賴該等資料。就此, 閣下應注意,根據《證券及期貨條例》第384條,在要項上向本交易所提供虛假或具誤導性的資料,有關人士即屬犯法,會遭檢控。若 閣下有任何疑問,應立即諮詢本交易所或 閣下的專業顧問。
       
      (2)    To the extent that this form is required to be signed by the sponsor, the Exchange expects that it would be signed by the Principal(s) who act(s) as the supervisor(s) of the Transaction Team (as defined in the SFC Sponsor Provisions) undertaking the listing assignment. However, notwithstanding who signs this form on behalf of the sponsor, the Management (as defined in the SFC Sponsor Provisions) of the sponsor will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality assurance in respect of that work. The Exchange reminds sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including but not limited to those obligations under the SFC Sponsor Provisions.
      只要此表格是規定須由保薦人簽署,本交易所認為,此表格須由承擔有關上市工作的交易小組(定義見「證監會保薦人條文」)的監督的主事人簽署。不過,無論是誰代表保薦人簽署此表格,保薦人的管理層(定義見「證監會保薦人條文」)須就保薦人公司工作的監督及質素保證負有最終責任。本交易所提醒保薦人:其有責任設立有效的內部系統及監控,並作出妥善的監督及監管;有關責任包括但不限於「證監會保薦人條文」所載的責任。
       
      (3)    [Repealed 15 February 2018]
       

    • Declaration and Undertaking with regard to Supervisors of an Issuer incorporated in the People's Republic of China ("PRC")

      Appendix 5
      附錄五
       
      Declaration and Undertaking with regard to Supervisors of an Issuer incorporated in the People's Republic of China ("PRC")
      在中華人民共和國(「中國」)註冊成立的發行人的監事的聲明及承諾
       
      Form I
      I表格
       
      Part 1
      第一部分

       
      Declaration
      聲明

       
      1.    State:-
      請填報:
        in English
      英文
      in Chinese
      中文
      (a) present surname and any former surname(s)*
            現時姓氏及任何前度姓氏*
      ..................... .....................
      (b) alias, if any *
            別名,如有*
      ..................... .....................
      (c) present forename(s) and any former forename(s) *
            現時名字及任何前度名字*
      ..................... .....................
      (d) date of birth
            出生日期
      ..................... .....................
      (e) residential address
            住址
      ..................... .....................
      (f) nationality and former nationality, if any
            國籍及前度國籍,如有
      ..................... .....................
      (g)
      (i) Hong Kong ID card number
      香港身份證號碼
      (ii) in the case of a non-Hong Kong ID cardholder, passport number or any identification document number and name of issuing authority
      如為非香港身份證持有人,請列明護照號碼或任何身份識別文件號碼,以及簽發機構名稱
       


      .....................


      .....................
       


      .....................


      .....................
      (h) name of issuer (i.e. the new applicant/listed issuer)
            發行人(新申請人╱上市發行人)名稱
      ..................... .....................

      * As set out in the Hong Kong ID card, or any relevant identification document referred to in 1(g) above.
      * 香港身份證或上文1(g) 所述的任何有關身份識別文件上所示者。
       
      2. The relevant document that sets out my personal details in the manner described in paragraph 41(1) of Appendix 1A or rule 13.51(2), as the case may be, of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited from time to time in force (the "Listing Rules") is:
      按不時生效的《香港聯合交易所有限公司證券上市規則》(《上市規則》)附錄一A第41(1)段或第13.51(2)條所述方式(視屬何情況而定)載有本人的個人資料的有關文件為:

      (Tick as appropriate)
      (請在適當方格內加上✓號)

      In the case of new applicant:
      如屬新申請人:
       
      the listing document dated ...........................which has been duly registered with the Companies Registry.
      日期為.....年.....月.....日並已正式在公司註冊處登記的上市文件。


      In the case of listed issuer:
      如屬上市發行人:
       
      the announcement dated ...........................by the issuer as required under Listing Rule 13.51(2) with regard to my appointment as a supervisor of the issuer.
      發行人按《上市規則》第13.51(2)條的規定,就委任本人為發行人監事的公告。公告日期為...........年...........月...........日。

       
      Part 2
      第二部分

       
      UNDERTAKING
      承諾

       
      The particulars referred to in this Part 2 are:-
      此第二部分所述的資料為:
       
      (a)    in the exercise of my powers and duties as a supervisor of .................................... (Insert the name of the issuer) I, the undersigned, shall:-
      在行使........(填入發行人名字)監事的權力及職責時,本人(簽署人)須:
       
        (i)    comply to the best of my ability with all applicable laws, rules, regulations and normative statements from time to time in force in the PRC relating to the responsibilities, duties and obligations of a supervisor in connection with the governing, operation, conduct or regulation of public companies in the PRC or elsewhere;
      盡力遵守不時生效的所有關於監事對中國或其他地方的公眾公司的管轄、運作、行為或監管的責任、職責及義務的適用中國法律、規則、規例及規範聲明;
       
        (ii) comply to the best of my ability with the provisions of the issuer's articles of association (including all provisions regarding the duties of supervisors) and use my best endeavours to procure the issuer and its directors to act at all times in accordance with the issuer's articles of association;
      盡力遵守發行人的公司章程的規定(包括有關監事職責的一切規定),並盡力促使發行人及其董事在任何時候均按照發行人的公司章程而行事;
       
        (iii) use my best endeavours to procure the issuer and its directors to comply with the Listing Rules, the Code on Takeovers and Mergers, the Code on Share Buy-backs and all other relevant securities laws and regulations from time to time in force in Hong Kong;
      盡力促使發行人及其董事遵守《上巿規則》、《公司收購及合併守則》、《公司股份回購守則》及香港所有其他不時生效的有關證券的法例及規例;
       
        (iv) inform The Stock Exchange of Hong Kong Limited (the “Exchange”) forthwith and in writing, at any time while I am a supervisor of the issuer, of the initiation by the issuer's supervisory committee of legal proceedings against any director of the issuer;
      在本人擔任發行人的監事的任何期間,如發行人的監事會對發行人的任何董事提出法律程序,立即通知及以書面通知香港聯合交易所有限公司(聯交所或本交易所);
       
        (v) comply to the best of my ability, as if the same applied to me to the same extent as it does to directors, with: (a) Parts XIVA and XV of the Securities and Futures Ordinance; (b) the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 of the Listing Rules; (c) the Code on Takeovers and Mergers; (d) the Code on Share Buy-backs; and (e) all other relevant securities laws and regulations from time to time in force in Hong Kong; and
      盡力遵守下列條例及規則,猶如該條例適用於本人,如同其適用於董事般:(a)《證券及期貨條例》第XIVA及XV部;(b)《上巿規則》附錄十列出的《上巿發行人董事進行證券交易的標準守則》;(c)《公司收購及合併守則》;(d)《公司股份回購守則》;以及(e)香港所有其他不時生效的有關證券法例與規例;及
       
        (vi) use my best endeavours to procure that any alternate of mine to comply with the provisions set out above;
      盡力促使本人的任何替任人遵守上列條文;
       
      (b) I shall, when I am a supervisor of the issuer and after I cease to be so:
      本人出任發行人監事時以及停止擔任發行人監事後均須:
       
        (i) provide to the Exchange and the Securities and Futures Commission (the “Commission”) as soon as possible, or otherwise in accordance with time limits imposed by the Exchange or the Commission:
      盡快或根據本交易所或證券及期貨事務監察委員會(證監會)設定的時限向本交易所及證監會提供以下資料及文件:
       
          (1) any information and documents that the Exchange or the Commission reasonably considers appropriate to protect investors or ensure the smooth operation of the market; and
      聯交所或證監會合理地認為可保障投資者或確保市場運作暢順的任何資料及文件;及
       
          (2) any other information and documents or explanation that the Exchange may reasonably require for the purpose of verifying compliance with the Listing Rules or as requested by the Commission; and
      聯交所可為核實是否有遵守《上市規則》事宜而合理地要求或證監會要求的任何其他資料及文件或解釋;及
       
        (ii) cooperate in any investigation conducted by the Listing Division and/or the Listing Committee of the Exchange or the Commission, including answering promptly and openly any questions addressed to me, promptly producing the originals or copies of any relevant documents and attending before any meeting or hearing at which I am requested to appear;
      在聯交所上巿科及╱或上巿委員會或證監會所進行的任何調查中給予合作,包括及時及坦白地答覆向本人提出的任何問題,及時地提供任何有關文件的正本或副本,並出席本人被要求出席的任何會議或聽證會;
       
      (c) I, in accepting to be a supervisor of the issuer, hereby irrevocably appoint the issuer as my agent, for so long as I remain a supervisor of the issuer, for receiving on my behalf any correspondence from and/or service of notices and other documents by the Exchange or the Commission;
      本人接受出任發行人的監事,即不可撤回地委任發行人為本人的代理人,在本人出任發行人監事期間,代表本人接收任何聯交所或證監會發出的信函及╱或送達的通知書及其他文件;
       
      (d) I shall inform the Exchange (in the manner prescribed by the Exchange from time to time):
      本人須在下列情況下(以聯交所不時規定的方式)將下述資料通知聯交所:
       
        (i) as soon as reasonably practicable after my appointment, my telephone number, mobile phone number, facsimile number (if available), email address (if available), residential address and contact address (if different from the residential address) for correspondence from and service of notices and other documents by the Exchange or the Commission;
      於獲委任後在合理可行情況下盡快提供本人的電話號碼、手機號碼、傳真號碼(如有)、電郵地址(如有)、住址及用以接收聯交所或證監會所發出的信函及送達的通知書和其他文件的聯絡地址(如與住址不同);
       
        (ii) for so long as I remain as a supervisor of the issuer, any change to the contact information as described in paragraph (i) as soon as reasonably practicable and in any event within 28 days of such change; and
      在出任發行人監事期間,如第(i)段所述聯絡資料有變,須在合理可行的情況下盡快(無論如何於有關變動出現後 28 日內)知會聯交所;及
       
        (iii) for a period of 3 years from the date on which I cease to be a supervisor of the issuer, any change to the contact information as described in paragraph (i) as soon as reasonably practicable and in any event within 28 days of such change.
      在本人不再出任發行人監事的日期起計三年內,如第(i)段所述聯絡資料有變,須在合理可行的情況下盡快(無論如何於有關變動出現後 28 日內)知會聯交所。
       
        I acknowledge and agree that any correspondence from and/or service of notices and other documents by the Exchange or the Commission to me when I am a supervisor of the issuer or after I cease to be so, for whatever purposes (including but not limited to the service of notice of disciplinary proceedings) shall be deemed to have been validly and adequately served on me when the document or notice is served personally or is sent by post, facsimile or email to the address or number I provide to the Exchange. I agree and acknowledge that I am responsible for keeping the Exchange informed of my up-to-date contact details. I acknowledge that, if I, as a supervisor or a former supervisor of the issuer, fail to provide the Exchange with my up-to-date contact details or arrange for notices, documents or correspondence to be forwarded to me, I may not be ed to any proceedings commenced against me by the Exchange or the Commission; and
      本人確認及同意,在本人出任發行人監事期間或不再出任發行人監事之後,但凡聯交所或證監會就任何目的向本人發出的信函及╱或送達的通知書及其他文件(包括但不限於送達紀律程序的通知)若以面交本人的方式,或以郵寄、傳真或電郵的方式送達本人向聯交所提供的地址或號碼,即已有效及充分地送達本人。本人同意及確認,本人有責任向聯交所提供本人最新的聯絡資料。本人確認,若本人(作為發行人的監事或前監事)未能向聯交所提供本人最新的聯絡資料,或未有為送呈本人的通知、文件或書信提供轉送安排,本人可能會不知悉聯交所或證監會向本人展開的任何程序;及
       
      (e) I, in accepting to be a supervisor of the issuer, hereby authorise the Executive Director - Listing, or any person authorised by the Executive Director – Listing, to disclose any of my personal particulars given by me to members of the Listing Committee or the Commission and, with the approval of the Chairman or a Deputy Chairman of the Exchange, to such other persons, as the Executive Director – Listing may from time to time think fit.
      本人接受出任發行人的監事,即授權上巿科執行總監、或其授權的任何人士,將本人提供的個人資料向上巿委員會委員或證監會披露;並在聯交所主席或一位副主席批准的情況下,向上巿科執行總監不時認為適當的其他人士披露。
       
      I, .................................................................. [Insert Chinese name, if any]:
      本人............................[請填上中文姓名(如有)]:
       
        (i) solemnly and sincerely declare that all particulars about me that appear in Part 1(1) of this Form I and in the document referred to in Part 1(2) of this Form I are true, complete and accurate, that I accept responsibility for the truthfulness, accuracy and completeness of the foregoing particulars, that I have not made any statements or omissions which would render such particulars untrue or misleading, that I understand the possible consequences of giving information which is false or misleading in a material particular including those as set forth in the Note hereto, and that I understand that the Exchange may rely upon the foregoing particulars in assessing my suitability to act as a supervisor of the issuer; and
      謹以至誠鄭重聲明,在本I表格第一部分(1)及本I表格第一部分(2)所述文件所示有關本人的所有詳細資料均為真實、完整及準確,且本人對上述資料的真實性、準確性及完整性承擔責任,而本人亦無作出任何聲明或遺漏,致使有關資料不真實或具誤導性,本人亦明白在要項上提供虛假或具誤導性的資料可能引致的後果(包括本表格附註所載內容),本人並明白,聯交所或會倚賴上述資料來評估本人是否適合出任發行人監事;及
       
        (ii) undertake with the Exchange in the terms set out in Part 2 of this Form I.
      按本 I 表格第二部分所載的條款向聯交所作出承諾。
       
      Signature 簽署: ............................
       
      Name of supervisor
      監事姓名: ...............................
       
      Hong Kong ID Card Number*
      香港身份證號碼*: .............................
       
      Dated 日期:.............................
       
      Certified as the true signature of .....................................
      由以下人士證明上述簽署為.....................................的真實簽署
       
      By:
       
      Signature (Secretary/Director)
      簽署(秘書╱董事): ..............................
       
      Name (Secretary/Director)
      姓名(秘書╱董事): ..............................
       
      * In the case of a non-Hong Kong ID cardholder, state the passport number or any identification document number and name of issuing authority.
      如為非香港身份證持有人,請列明護照號碼或任何身份識別文件號碼,以及簽發機構名稱。
       
      Note:
      附註:
       
      The failure of any person required to lodge this Form I to complete Part 1 of this Form I truthfully, completely and accurately, or the failure to execute Part 2 of this Form I or to observe any of the undertakings made under that Part, constitutes a breach of the Listing Rules. In addition, every supervisor of the issuer supplying information sought or referred to in this Form I, should note that such information constitutes information which is provided to the Exchange in purported compliance with a requirement to provide information under the "relevant provisions" (as defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance, Cap. 571) and is likely to be relied upon by the Exchange. In relation to this, you should be aware that giving to the Exchange any information which is false or misleading in a material particular will render the relevant person liable for prosecution for an offence under section 384 of the Securities and Futures Ordinance. If you have any queries you should consult the Exchange or your professional adviser immediately.
      按規定須呈交本I表格的任何人士,若未能真實、完整及準確地填妥本I表格第一部分,或未能簽立本I表格第二部分又或未能遵守該部分所作的任何承諾,均構成違反《上市規則》。此外,凡提供本I表格所要求或所述資料的發行人監事均應注意,該等資料構成本意是為遵守「有關條文」(定義見香港法例第571章《證券及期貨條例》附表1第1部)項下關於提供資料的規定而向本交易所提供的資料,本交易所或會依賴該等資料。就此, 閣下應注意,根據《證券及期貨條例》第384條,在要項上向本交易所提供虛假或具誤導性的資料,有關人士即屬犯法,會遭檢控。若 閣下有任何疑問,應立即諮詢本交易所或 閣下的專業顧問。
       

    • Formal Application for Transfer of Listing of Equity Securities from the GEM to the Main Board (for Eligible Issuers under Appendix 28)

      Form J

      This form must be duly completed and lodged in compliance with the provisions of Appendix 28..

      To: The Head of the Listing Division
      The Listing Division
      The Stock Exchange of Hong Kong Limited

      ............ 20 ....

      Dear Sir,

      1. We ............................................. [Limited] are instructed by .......................[Limited] apply for the listing of and for permission to deal in the securities referred to in paragraph 3 below subject to the listing rules of The Stock Exchange of Hong Kong Limited entitled "Rules Governing the Listing of Securities" (the "Listing Rules"). (Note 1)
      2. SHARE CAPITAL

      Authorised $
      Issued (and paid up)
      inclusive of present issue
      ................................in ..........................Stock/Shares of ................................
      ................................in ..........................Stock/Shares of ................................
      ................................in ..........................Stock/Shares of ................................
      ................................in ..........................Stock/Shares of ................................


      ___________________
      $
      ___________________



      ___________________
      $
      ___________________
      3. Amounts and descriptions of securities for which application is now made [including, if applicable, amounts and descriptions of any options, warrants or convertible instruments relating to such securities for which transfer application is made simultaneously] (include distinctive numbers if any)

      .........................................................................

      .........................................................................

      .........................................................................
      4. The securities for which application is now made are proposed to be listed by way of transfer of listing from the GEM to the Main Board.
      5. So far as is known, or can be ascertained after reasonable enquiry, by the directors of the issuer, the undermentioned is/are substantial shareholder(s) of the company or of its holding company (Note 2):—

      Name Address Extent of holding and which company


      The following are the directors, chief executive and secretary of the issuer (Note 2).

      .........................................................................


        Yours faithfully
       

      ...........................................
      Name:
      for and on behalf of
      [Sponsor's name]
      [Note 3]
      6. [Repealed 15 February 2018]
      7. ISSUER'S SOLE UNDERTAKING

      We, ...................... Limited, undertake to comply with the Listing Rules from time to time so far as applicable to the issuer.
        Yours faithfully
       

      ...........................................
      Name:
      for and on behalf of
      [Sponsor's name]
      [Note 3]
      8. ISSUER'S AUTHORISATION FOR FILING WITH THE COMMISSION

      We are required to file copies of our application with the Securities and Futures Commission ("SFC") under section 5(1) of the Securities and Futures (Stock Market Listing) Rules ("Rules").

      Under section 5(2) of the Rules, we hereby authorise the Exchange to file all materials with the SFC on our behalf as and when we file them with the Exchange. If our securities become listed on the Exchange, we will be required to file copies of certain announcements, statements, circulars, or other documents made or issued by us or on our behalf to the public or to holders of our securities with the SFC under sections 7(1) and (2) of the Rules. Under section 7(3) of the Rules, we hereby authorise the Exchange to file all such documents with the SFC on our behalf as and when we file them with the Exchange.

      All documents aforementioned shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe.


      In this letter, "application" has the meaning ascribed to it under section 2 of the Rules.

      This authorisation shall not be altered or revoked in any way unless prior written approval has been obtained from the Exchange and the Exchange shall have the absolute discretion to grant such approval. In addition, we undertake to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require.


        Yours faithfully
       

      ...........................................
      Name:
      for and on behalf of
      [Sponsor's name]
      [Note 4]

      NOTES

      Note 1 Insert name of issuer of securities. If it is an overseas issuer, the place of incorporation or other establishment and the applicable law under which it is incorporated or otherwise established must be stated.

      Note 2 These paragraphs apply only to companies and:-

      "chief executive" means a person who either alone or together with one or more other persons is or will be responsible under the immediate authority of the board of directors for the conduct of the business of the issuer.

      "substantial shareholder" means a person entitled to exercise, or control the exercise of, ten % or more of the voting power at any general meeting of the issuer.

      Note 3 This form is to be signed by the sponsor's Principal(s) who act(s) as the supervisor(s) of the Transaction Team (as defined in the SFC Sponsor Provisions) undertaking the listing assignment on behalf of the sponsor. However, regardless of who signs this form on behalf of the sponsor, the Management (as defined in the SFC Sponsor Provisions) of the sponsor will be ultimately responsible for supervision of the work carried out by the sponsor firm and quality assurance in respect of that work. The Exchange reminds sponsors of their obligations to have effective internal systems and controls and proper supervision and oversight including those obligations under the SFC Sponsor Provisions.

      Note 4 This form must be signed by a duly authorised director of the issuer.

    • Declaration of Directors and Supervisors with Regard to a Transfer of Listing From GEM to the Main Board (for Eligible Issuers under Appendix 28)

      Form K

      The undersigned jointly and individually declare to the best of our knowledge, information and belief that all pre-conditions for a transfer of listing from GEM to the Main Board of The Stock Exchange of Hong Kong Limited as specified under Appendix 28 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited have, insofar as applicable, been fulfilled in relation to the Issuer and the securities of the Issuer.

      Notes:

      This form must be accompanied by a checklist to aid cross-checking of compliance with the transfer requirements, issued for this purpose from time to time by The Stock Exchange of Hong Kong Limited. Both documents must be signed by each director and supervisor (if any) of the issuer.

      Signed by : ....................................
      [Name of Director/Supervisor], [Date]

      Signed by : ....................................
      [Name of Director/Supervisor], [Date]

      Signed by : ....................................
      [Name of Director/Supervisor], [Date]

      Signed by : ....................................
      [Name of Director/Supervisor], [Date]

      Signed by : ....................................
      [Name of Director/Supervisor], [Date]

      Signed by : ....................................
      [Name of Director/Supervisor], [Date]

      Signed by : ....................................
      [Name of Director/Supervisor], [Date]