Conditions For Listing
Restrictions on Marketing to and Trading by the Public
The Exchange must be satisfied that adequate arrangements have been made to ensure that the securities of a SPAC will not be marketed to or traded by the public in Hong Kong (without prohibiting marketing to or trading by Professional Investors). For this reason a SPAC will be required to:
(1) have a board lot size and subscription size of a value of at least HK$1,000,000 for its SPAC Shares;
(2) demonstrate to the Exchange that each intermediary involved in marketing or selling securities for and on its behalf, as part of its “know your client” procedures under the Code of Conduct, satisfy itself that each placee is a Professional Investor; and
(3) demonstrate to the Exchange that all other aspects of the structure of any SPAC securities offering preclude access by the public (other than Professional Investors).
Note: For the purpose of compliance with this rule, the initial offering of a SPAC must not involve a public subscription tranche of securities.
Open Market Requirements
Rule 8.08(2) is modified to require that, for each class of securities new to listing by a SPAC, at the time of listing, there must be an adequate spread of holders of the securities to be listed which must, in all cases, be at least 75 Professional Investors, of whom at least 20 must be Institutional Professional Investors and such Institutional Professional Investors must hold at least 75% of the securities to be listed.
Note: A SPAC must meet all other open market requirements applicable to a new listing, including the requirements of rule 8.08(1) that at least 25% of its total number of issued shares (and 25% of its total number of issued warrants) are at all times held by the public (see rule 8.24) and rule 8.08(3) that not more than 50% of the securities in public hands (see rule 8.24) at the time of listing can be beneficially owned by the three largest public shareholders.
SPACs must apply to list SPAC Shares and SPAC Warrants that trade separately from the date of initial listing onwards.
Each SPAC Share for which a listing is sought must have an issue price of at least HK$10.
Fund Raising Size
At the time of listing, the gross funds raised by a SPAC from its initial offering must be at least HK$1,000,000,000.