Form A1 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:—
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(in English) | (in Chinese) |
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Class | Number |
Par value per share |
Total nominal value |
(A) |
(B) [currency] |
(C) = (A) x (B) [currency] |
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Total |
___________ ___________ |
Class | Number |
Par value per share |
Total nominal value |
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(A) |
(B) [currency] |
(C) = (A) x (B) [currency] |
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In issue before the offer | ||||
Proposed to be issued pursuant to the offer (tentative) | ||||
• maximum (if applicable) | ||||
• minimum (if applicable) | ||||
Total |
___________ ___________ |
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 |
___________ ___________ |
___________ ___________ |
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 |
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(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.)
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(Delete as appropriate)
Year ending ............... | |
Revenue | Profit |
1st Year: ......................................... | ................................................... |
2nd Year: ......................................... | ................................................... |
3rd Year: ......................................... | ................................................... |
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):
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* This paragraph is not applicable in the case of capitalisation issues.
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Name | Qualifications | Document |
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A cheque numbered ................ (cheque number) drawn on ........................ (bank) for $[ ] is enclosed 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 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.
Yours faithfully |
Issuer's Undertaking (for equity)
We, ...................... (Name of the issuer which is the subject of the listing application), the issuer, hereby undertake:—
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:—
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
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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:—
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:—
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:—
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.