The Stock Exchange of Hong Kong Limited (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

Transcription

1 AA001G TABLE OF CONTENTS I. Documents to be submitted when making a new listing application... I-1 A. Form 5A - Application Form (Equity securities)... I.A-1 B. Form 7K - Sponsor s statement relating to independence... I.B-1 C. Model Forms of Formal Notice... I.C-1 D. Draft undertaking to be given by each sponsor and underwriter where no profit forecast is contained in the Prospectus [Deleted]... I.D-1 E. Form 6A/6B/6C - Director s and Supervisor s Forms [Deleted. See V.F-1 below]... I.E-1 F. Additional information to be submitted... I.F-1 G. Basic qualifications for new listing... I.G-1 H. Basic requirements for contents of Prospectus... I.H-1 I. Offering mechanism... I.I-1 J. Property valuation... I.J-1 K. Share option scheme... I.K-1 L. Accountants' report... I.L-1 M. Share repurchase [Deleted]... I.M-1 N. Articles of association... I.N-1 O. Supplementary checklist of provisions to be included in articles of association of PRC incorporated issuers... I.O-1 P. Definitive documents of title... I.P-1 Q. Notice to all issuers and their directors and supervisors [Deleted]... I.Q-1 R. Summary of key financial ratios during the track record period with explanation for fluctuation... I.R-1 S. Confirmation and undertaking with regard to biographical information of directors and supervisors... I.S-1 T. Standard comments: To be addressed when replying to our first comment letter... I.T 1 U. Administrative Matters... I.U 1 - i -

2 AA001G V. Market comparable analysis... I.V 1 II. Documents to be submitted at least 4 clear business days before the expected hearing date... II-1 A. New listing particulars... II.A-1 III. Documents to be submitted after notification of approval in principle but before the date of issue of Prospectus... III-1 A. Form 7G - Sponsor s declaration in support of a new applicant... III.A-1 B. Form 5G - Restrictions on disposals of shares by an initial management shareholder [Deleted]... III.B-1 C. Form 5H - Restrictions on disposals of shares by a significant shareholder [Deleted]... III.C-1 D. Confirmation with regard to issuer s own website... III.D-1 E. e-submission system (ESS) registration... III.E-1 F. Authorised representatives / Compliance officer / Company secretary form... III.F-1 G. IPO Prospectus First confirmation letter [Deleted and combined with IV.A-1]... III.G-1 H. Sponsor s confirmation letter [Deleted]... III.H-1 I. Confirmation with regard to posting of Web Proof Information Pack (WPIP)... III.I-1 J. Authorisation letter for submission of WPIP... III.J-1 IV. Documents to be lodged on the intended date of authorisation of the Prospectus... IV-1 A. IPO Prospectus Confirmation letter... IV.A-1 V. Documents to be submitted after issue of Prospectus but before dealings in the securities commence... V-1 A. Form 5F - Company information sheet... V.A-1 B. Form 5D - Marketing statement... V.B-1 C. Placee Information Sheet... V.C-1 D. Form 5E - Declaration of compliance... V.D-1 E. Form 7I - Sponsor s declaration of compliance concerning a new applicant... V.E-1 - ii -

3 AA001G F. Director s and Supervisor s Forms... V.F-1 VI Document to be submitted before initial listing.....vi-1 A. Form 7H Compliance adviser s declaration of interests VI.A -1 B. Form 7M Compliance adviser s undertaking VI.B-1 - iii -

4 CF040G NEW LISTING APPLICATION (EQUITY) - GEM I. Documents to be submitted when making a new listing application Name of Company : Name of Sponsor(s) : Date submitted : Documents Rule 1 Ref. Submitted? Comment 2 Yes No N/A (where applicable) Application Form - Equity Securities (Form 5A) Sponsor s statement relating to independence (Form 7K) Certified extract from the board minutes of the Company (i) authorising the submission of listing application form and (ii) approving the Directors Declaration and Undertaking I.A 6A.08 I.B 12.14(3) Initial listing fee 12.14(4) Please advise the sponsor s address which could be used for receiving the Exchange s comments 6 copies of draft prospectus [or such other numbers as prescribed by us from time to time] in anticipated final form 3 certified copies of the memorandum and articles of association or equivalent document Letter of compliance from the Sponsor(s) or legal adviser concerning compliance with Appendix 3 (and Appendix 11 for PRC or overseas issuer) 12.22(1) 12.22(2) 12.22(2) I - 1 Dec 2012

5 CF040G Documents Rule 1 Ref. Submitted? Comment 2 Yes No N/A (where applicable) 3 copies of final draft of statement of adjustments relating to the accountants report A copy of every contract required by paragraph 17 of the Third Schedule of the Companies Ordinance to be summarised in the prospectus or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof 3 copies of final draft formal notice set out in Form 10A/10B/10C of Appendix 10 3 copies of final draft application form A copy of the notice(s) of meeting referred to in the prospectus A certified copy of resolution(s) of the Company in general meeting authorising the allotment of all securities for which listing is sought A copy of all resolutions which have been passed by the Company and which are required to be registered under the Companies Ordinance 12.22(3) 12.22(4) 12.22(5) I.C 12.22(6) 12.22(7) 12.22(8) 12.22(9) I - 2 Dec 2012

6 CF040G Documents Rule 1 Ref. Submitted? Comment 2 Yes No N/A (where applicable) A certified copy of the resolution(s) of the board of directors or other governing body or any other person to whom it has properly delegated these powers (together, in such cases, with a certified copy of the power of attorney or resolution delegating the powers) authorising the issue and allotment of such securities, the making of the Form 5A application and, where applicable, the making of all necessary arrangements enabling such securities to be admitted into CCASS, and providing and authorising the issue of the prospectus 3 copies of final draft of any temporary document of title, if applicable 3 copies of the final draft of the definitive certificate or other document of title A copy of the final draft of a letter from the Sponsor(s) confirming that they are satisfied that the statement in the prospectus as to the sufficiency of working capital has been made by the directors after due and careful enquiry and that persons or institutions providing finance have stated in writing that such facilities exist Where the prospectus contains a profit forecast:- - 3 copies of final draft reports by the Reporting Accountants and the Sponsor(s) on profit forecast 12.22(10) 12.22(11) 12.22(12) 12.22(13) 12.22(14) & I - 3 Dec 2012

7 CF040G Documents Rule 1 Ref. Submitted? Comment 2 Yes No N/A (where applicable) - 3 copies of final draft of the profit forecast memorandum with principal assumptions, accounting policies and calculations for the forecast Where the prospectus contains a profit estimate:- - 3 copies of final draft reports by the Reporting Accountants and the Sponsor(s) on the profit estimate - 3 copies of final draft of profit estimate memorandum with principal assumptions, accounting policies and calculations for the estimate - 2 copies of the board s profit forecast for the period up to the forthcoming financial year end date after listing with principal assumptions, accounting policies and calculations for the forecast Where the prospectus does not contain a profit forecast / estimate:- - A submission explaining the reason(s) for noninclusion of a profit forecast / estimate - 2 copies of the board s profit forecast for the period up to the forthcoming financial year end date after listing with principal assumptions, accounting policies and calculations for the forecast 12.22(14) & I - 4 Dec 2012

8 CF040G Documents Rule 1 Ref. Submitted? Comment 2 Yes No N/A (where applicable) 2 copies of the board s cash flow forecast memorandum covering a period of at least 12 months from the expected date of prospectus with principal assumptions, accounting policies and calculations for the cash flow forecast Waiver application 12.22(15) - Any request for waiver together with a written submission 3 - Others* The annual reports and accounts of the companies which comprise or will comprise the Group for each of the years forming the subject of the accountants report 12.23(1) A written confirmation and undertaking with regard to the biographical information of each director and supervisor (for PRC issuer), and proposed director and proposed supervisor A certified copy of the certificate of incorporation and any certificate of incorporation on change of name or equivalent document A certified copy of the certificate entitling the Company to commence business Where the promoter or other interested party is a limited company or firm:- - statutory declaration as to the identity of those who control it or are interested in its profit and assets 12.23(2a) & 25.16(4) 12.23(3) 12.23(4) 12.23(6)(b) I.S I - 5 Dec 2012

9 CF040G Documents Rule 1 Ref. Submitted? Comment 2 Yes No N/A (where applicable) Where the Company has any corporate shareholder holding over 5 per cent of the issued capital:- - a declaration by a duly authorised officer of such corporate shareholder, giving details of its registered office, directors, shareholders and business 12.23(6)(c) PRC incorporated issuers only:- Submission from the Sponsor(s) on the qualification of the secretary (where applicable) Submission from the Sponsor(s) to make a determination whether certain person(s) or entity(ies) should be treated as connected person(s) of a PRC issuer (where applicable) 3 copies of the Sponsor(s)' submission referred to in Rule 25.05, where applicable 3 copies of final draft contract between the PRC issuer and every director and officer, containing the undertakings and arbitration clause required by Rule copies of each final draft contract between the PRC issuer and every supervisor, containing the undertakings and arbitration clause required by Rule (1) 25.16(2) 25.16(3) I - 6 Dec 2012

10 CF040G Documents Rule 1 Ref. Submitted? Comment 2 Yes No N/A (where applicable) 3 copies of final draft legal opinion by the Hong Kong legal advisers, citing and attaching the legal opinion by PRC lawyers, confirming (i) the due incorporation and legal person status of the PRC issuer as a joint stock limited company under PRC law, and (ii) the obtaining of all relevant regulatory approvals in the PRC required for the issue and listing A copy of the letter to the Company from the Company's Hong Kong legal advisors confirming that the prospectus sets out the material difference between Hong Kong law and applicable PRC law 25.16(5) App 11C, Sect. 2(2) Checklists - Additional information to be submitted by the Sponsor(s) - Basic qualifications for new listing - Basic requirements for contents of prospectus I.F I.G I.H - Offering mechanism I.I - Property valuation I.J - Share option scheme I.K - Accountants report I.L - Articles of Association I.N - Supplementary checklist of provisions to be included in articles of association of PRC incorporated issuers - Definitive documents of title Other documents App 11C, (1)(a) I.O I.P I - 7 Dec 2012

11 CF040G Documents Rule 1 Ref. Submitted? Comment 2 Yes No N/A (where applicable) - Analysis of financial information - Standard Comments: to be addressed when replying to our first comment letter - Market comparable analysis - Others* I.R I.T I.V * Please specify Notes:- 1. Please refer to the applicable rule for full details of the documentary requirement. 2. Adequate explanation must be given where the relevant rule or documentation requirement does not apply to the Company. 3. The written submission should include supporting information. For waiver application in relation to connected transactions, the supporting information should demonstrate whether the proposed connected transactions are on normal commercial terms, and are fair and reasonable to shareholders. Please also provide the proposed caps and an analysis of the basis to support the proposed caps, including historical and estimated figures. Signed by : (for and on behalf of the Sponsor(s)) I - 8 Dec 2012

12 Growth Enterprise Market The Stock Exchange of Hong Kong Ltd. NEW LISTING APPLICATION (EQUITY) - GEM I.A Form 5A - Application Form (Equity Securities) I.A - 1 Jun 2003

13 FF015G Appendix 5 APPENDIX 5 FORMS RELATING TO LISTING FORM A Application Form - Equity securities (of an issuer no part of whose share capital is already listed) Case Number: This form must be lodged, duly completed, at least 25 clear business days prior to the provisional hearing date of the application by the Listing Division. To: The Listing Division, Date: Dear Sirs, 1. We, [Limited] (in English) (in Chinese) (the Issuer ), and [Limited] (in English) (in Chinese) (the Sponsor ) hereby apply for the listing of and for the permission to deal in the securities referred to in paragraph 6(b) below, subject to the Rules Governing the Listing of Securities on the Growth Enterprise Market of (the GEM Listing Rules ). 2. Please indicate the person or persons to whom the Exchange should respond in relation to this application (Note 1): 3. Proposed timetable for the listing (please specify dates) (Note 2): (a) (b) (c) (d) (e) (f) (g) (h) Exchange hearing: bulk print date: listing document date: application lists close: announcement of results, if applicable: refund cheques despatched if applicable: documents of title despatched: dealings commence: 4. Issuer s place and date of incorporation or other establishment (Note 3): I.A - 1 June 2008 Form 5A

14 FF015G Appendix 5 5. A brief summary of the history and nature of business of the Issuer and/or its subsidiaries: 6. Details of share capital: (a) Authorised share capital of [currency] [amount] divided into: Class Number Par value per share Total Nominal value (A) (B) (C) = (A) x (B) [currency] [currency] Total I.A - 2 June 2008 Form 5A

15 FF015G Appendix 5 (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) (C) = (A) x (B) [currency] [currency] In issue before the offer Proposed to be issued pursuant to the offer - maximum (if applicable) - minimum (if applicable) 7. Estimated market capitalisation of the maximum and minimum number of securities for which listing is sought (Note 4): Total I.A - 3 June 2008 Form 5A

16 FF015G Appendix 5 8. (a) Estimated size of offer: Number of securities Class of securities Sale shares (if applicable) New issue (if applicable) Total Offered Proposed offer price Estimated size of offer (A) (B) (C) = (A) + (B) (D) (E) = (C) x (D) [currency] [currency] Total (b) Particulars of proposed listing method of the securities referred to in paragraph 6(b) above: Number of securities Class of securities Proposed listing method Sale share (if applicable) New issue (if applicable) Total Proposed offer price Estimated market value (A) (B) (C) = (A) + (B) (D) [currency] (E) = (C) x (D) [currency] Total 9. Minimum amount of capital to be raised by the Issuer (if applicable) (Note 5): I.A - 4 June 2008 Form 5A

17 FF015G Appendix Estimated percentage of securities in the hands of the public (immediately following listing of the securities): Class of securities Estimated percentage in the hands of the public 11. Whether or not it is proposed that the issue be underwritten, and if so, by whom and the amount of securities to be underwritten: 12. The securities for which application is now made (a) are/are not* identical in all respects (Note 6) (b) are/are not* identical in all respects with an existing class of security (Note 6) (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 6 months, are or will be the subject of an application for listing on the following stock exchange(s) * Delete as appropriate 13. [Repealed 1 January 2007] 14. Particulars of the authorised representatives of the issuer (see rule 5.24 of the GEM Listing Rules): (a) Name: (English) (Chinese) Telephone Number: (Office) (Home) (Mobile) Fax Number: I.A - 5 June 2008 Form 5A

18 FF015G Appendix 5 (b) Name: (English) (Chinese) Telephone Number: (Office) (Home) Fax Number: (Mobile) 15. Details of any additional information considered necessary/appropriate for the Exchange s consideration (complete on a separate sheet if necessary): 16. Brief summary of any applications for waiver from compliance with any of the GEM Listing Rules (please attach a detailed waiver application). 17. 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 18. Definitive certificates (in respect of the class of security/securities for which listing is sought) have already been issued for shares and will be ready on for shares. 19. A cheque numbered (cheque number) drawn on (bank) for $[ ], the amount specified in Appendix 9, has been enclosed for payment of the non-refundable initial listing fee. 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. The Issuer also acknowledges the Exchange s rights under Notes 2(e) and (f) below. 20. Issuer s Undertaking: We, (a) I.A - 6 [Limited], the Issuer hereby undertake: for so long as any of our securities are listed on GEM, to comply at all times with all of the requirements of the GEM Listing Rules from time to time in force (save for any that are stated not to apply); June 2008 Form 5A

19 FF015G Appendix 5 (b) (c) (d) to advise the Exchange if any change of circumstance arises prior to the hearing date of the application by the Listing Division that would render any information contained in this application form or the draft listing document submitted herewith misleading in any material respect; to lodge with the Exchange, before dealings in the securities commence, the declaration (Appendix 5E) required by rule 12.26(7) of the GEM Listing Rules; and 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, declaration and acknowledgements set out herein. 21. Sponsor s Undertaking: We, (a) (b) (c) (d) to comply with the GEM Listing Rules applicable to Sponsors; [Limited], the Sponsor, hereby undertake: to use reasonable endeavours to ensure that all information provided to the Exchange during the listing application process is true in all material respects and does not omit any material information and, to the extent that we subsequently become aware of information that casts doubt on the truth, accuracy or completeness of information provided to the Exchange, we will promptly inform the Exchange of such information; to cooperate in any investigation conducted by the Listing Division and/or the GEM Listing Committee of the Exchange, including answering promptly and openly any questions addressed to us, promptly producing the originals or copies of any relevant documents and attending before any meeting or hearing at which we are requested to appear; and to lodge with the Exchange, before dealings in the Issuer s securities commence, the declaration of compliance (Appendix 7I) as referred to in rule 12.26(8) of the GEM Listing Rules. 22. Issuer s and Sponsor s Declaration: We [Limited], the Issuer, and we [Limited], the Sponsor, declare we have each satisfied ourselves, to the best of our respective knowledge and belief, having each made due and careful enquiries, that: (a) (b) (c) all of the documents required by the GEM Listing Rules to be included with this application have been supplied to the Exchange; the information supplied in this form and in the documents submitted together with this form is accurate and complete in all material respects and not misleading (save in respect of matters that cannot be ascertained as at the date of this form); all the qualifications for listing set out in the relevant chapters of the GEM 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 6 above; I.A - 7 June 2008 Form 5A

20 FF015G Appendix 5 (d) (e) (f) all information required to be included in the listing document by virtue of the GEM Listing Rules, the Companies Ordinance, section 12 of the Securities and Futures (Stock Market Listing) Rules, the Code on Takeovers and Mergers and all other relevant regulations, has been included therein or, for information that cannot be ascertained as at the date of this form, will be included therein before the final version of the listing document is submitted for review; all the requirements of the GEM Listing Rules, the Companies Ordinance, the Securities and Futures (Stock Market Listing) Rules, the Code on Takeovers and Mergers and all other relevant regulations, 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 6 above; there are no other facts bearing on the Issuer s application for listing of and permission to deal in such securities which should be disclosed to the Exchange. 22A. 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 ( relevant corporate materials ) 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. In this letter application has the meaning ascribed to it under section 2 of the Rules. I.A - 8 June 2008 Form 5A

21 FF015G Appendix 5 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. Applications and relevant corporate disclosure materials shall be filed with the Exchange in such manner and number of copies as the Exchange may from time to time prescribe. In addition, we undertake to execute such documents in favour of the Exchange perfecting the above authorisation as the Exchange may require. 23. Issuer s Acknowledgements: We, [Limited], the Issuer, authorise the Exchange to publish, release or present on the GEM website or in any other form or context and to whomsoever the Exchange deems necessary or appropriate for the purposes specified below, any information provided by us or on our behalf, to the Exchange pursuant to any obligation under the GEM Listing Rules to publish the same and without liability on the part of the Exchange. In addition, we acknowledge that the Exchange may impose a fee for access to or use of such public information so published, released or presented, and we waive any right to receive any fee or other remuneration from the Exchange in respect thereof. The purposes for which the Exchange may so publish, release or present such information are as follows: (a) (b) (c) (d) for the promotion of GEM; or in connection with the compilation of statistical and other information on companies listed on GEM; or investor awareness and education; or to preserve the general integrity and reputation of the market. Yours faithfully, Signed: Name: Director, Secretary or other duly authorised officer * for and on behalf of Name of Issuer: *Delete as appropriate Yours faithfully, Signed: Name: Director For and on behalf of Name of Sponsor: NOTES (1) Where more than one Sponsor has been appointed, please refer to rule 6A.10 of the GEM Listing Rules for guidance. The Exchange must be advised as to which of the Sponsors is, in the first instance, I.A - 9 June 2008 Form 5A

22 FF015G Appendix 5 principally responsible for communicating on the Issuer s behalf with the Exchange. (2) All applicants should note that: (a) (b) (c) (d) (e) (f) (g) pursuant to rule 12.12, the Sponsor should contact the GEM Listing Division to ascertain a date on which the Listing Division may consider the applicant s application for listing. The Exchange reserves the right to change the provisional hearing date; the applicant is not guaranteed an exclusive timetable. In other words the applicant s timetable may coincide with or overlap the timetable of other applicants; if requested, the Exchange will inform the applicant of the estimated size of issue and the date on which it is proposed that the application lists will close in respect of every other applicant whose timetable will coincide with or overlap with the applicant s proposed timetable; other applicants the proposed timetables of which coincide with or overlap with the applicant s timetable will be informed upon their request to the Exchange of the estimated size of issue and current date on which it is proposed that the application lists will close in respect of the applicant as disclosed in this form (all other details will be retained in strict confidence); in the event that the listing remains outstanding for more than 6 months after the date of the application form, any initial listing fee paid will be forfeited and a new application form together with a further non-refundable initial listing fee in the amount specified in Appendix 9 must be submitted to the Exchange unless the Exchange agrees otherwise; where there is a termination or addition of a Sponsor during the vetting process of the listing application, the Exchange will normally require the applicant to submit a new listing application form detailing a revised timetable and a further non-refundable initial listing fee in the amount specified in Appendix 9. Any initial listing fee paid will, in such circumstances, be forfeited; and the submission of an application form shall be deemed to confer authority upon the Exchange to notify to: (i) (ii) any other applicants the proposed timetables of which coincide or overlap with the applicant s timetable, the estimated size of the applicant s issue and the current date on which it is proposed that the application lists will close; and the Securities and Future Commission and the Hong Kong Monetary Authority, the details of the application. (3) If it is an overseas issuer, the applicable law under which it is incorporated or otherwise established must be stated. (4) In the case of an introduction, this application must state the names and holdings (if known) of the 10 largest beneficial holders of the securities, the total number of holders and particulars of the holdings of the directors and their family interests. (5) Please refer to rule of the GEM Listing Rules for guidance. (6) Identical means in this context: (a) (b) the securities are of the same nominal value with the same amount called up or paid up; 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 I.A - 10 June 2008 Form 5A

23 FF015G Appendix 5 (gross and net); and (c) they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects. (7) 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. (8) To the extent that this form is required to be signed on behalf of the Sponsor, the Exchange expects that it would usually be signed by the Principal/s who has/have been most actively involved in the work undertaken by the Sponsor. However, notwithstanding who signs this form on behalf of the Sponsor, the Management (as defined in the Commission s Guidelines for Sponsors and Compliance Advisers) 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 Commission s Guidelines for Sponsors and Compliance Advisers. I.A - 11 June 2008 Form 5A

24 Growth Enterprise Market The Stock Exchange of Hong Kong Ltd. NEW LISTING APPLICATION (EQUITY) - GEM I.B Form 7K - Sponsor's statement relating to independence I.B - 1 Jan 2005

25 HH001G Appendix 7 To: Appendix 7 SPONSOR S FORMS FORM K [letterhead of sponsor] Sponsor s statement relating to independence The Listing Division /../. We,.., (the Firm ) are a / the [cross out whichever is not applicable] Sponsor appointed by.. (the Company ) for the purpose referred to in rule 6A.02 of the Rules Governing the Listing of Securities on Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the GEM Listing Rules ) and have offices located at. Pursuant to rule 6A.08 we declare to that as regards the Firm s relationship with the Company [clearly strike out whichever of the following does not apply]: (1) pursuant to rule 6A.07, the Firm is and expects to be independent; [or] (2) pursuant to rule 6A.07, the Firm is not or does not expect to be independent because: [describe in some detail the circumstances that give rise to the lack of independence] Signature: Name: For and on behalf of: Dated:... [insert the name of Firm]. I.B - 1 Jan 2009 Form 7K

26 HH001G Appendix 7 NOTES: (1) Sponsors are reminded that rule 6A.09 requires, amongst other things, that where a Sponsor becomes aware of a change to the information set out in this statement, it must notify the Exchange as soon as possible upon that change occurring. (2) Each and every director of the Sponsor, and any officer or representative of the Sponsor supplying information sought in this form, should note that this form constitutes a record or document which is to be provided to the Exchange in connection with the performance of its functions under 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 record or document, which is false or misleading in a material particular, will render relevant persons liable for prosecution for an offence under subsection 384(3) of the Securities and Futures Ordinance. If you have any queries you should consult the Exchange or your professional adviser immediately. I.B - 2 Jan 2009 Form 7K

27 Growth Enterprise Market The Stock Exchange of Hong Kong Ltd. NEW LISTING APPLICATION (EQUITY) - GEM I.C Model Forms of Formal Notice 1) Form 10A - Formal Notice for Offers for Sale or Subscription 2) Form 10B - Formal Notice for Introductions 3) Form 10C - Formal Notice for Placings I.C - 1 Jun 2003

28 FF020G Appendix 10 Appendix 10 MODEL FORMS OF FORMAL NOTICE Form A For offers for sale or subscription Hong Kong Exchanges and Clearing Limited and take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. [XYZ Limited] (Incorporated in [Hong Kong] under the [Companies Ordinance]) NEW ISSUE of [up to] 200,000,000 ordinary shares of 10 cents each at HK$1.00 per share on THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED [Underwritten by] Lead Manager [and Sponsor] ABC & Co. Joint Managers DEF & Co. GHI & Co. JKL & Co. MNO & Co. [Sponsor] [RST & Co.] Copies of the listing document required by the Rules Governing the Listing of Securities on The Growth Enterprise Market of together with application forms are available during normal office hours up to and including [ / / ] from: I.C - 1 Jan 2009 Form 10A

29 FF020G Appendix 10 Any Exchange Participant of Application for the shares will only be considered on the basis of the listing document dated [ / / ]. Application has been made to for the listing of and permission to deal in the shares of XYZ Limited in issue and to be issued as described in the listing document. Dealings are expected to commence on The Growth Enterprise Market of on [ / / ]. Dated [ / / ]. This announcement and a copy of the listing document referred to above will remain on the GEM website, in the case of the announcement, on the Latest Company Announcements page for 7 days from the day of its posting. I.C - 2 Jan 2009 Form 10A

30 FF021G Appendix 10 Appendix 10 MODEL FORMS OF FORMAL NOTICE FORM B For introductions Hong Kong Exchanges and Clearing Limited and take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for shares. [XYZ Limited] (incorporated in [Hong Kong] under the [Companies Ordinance]) Notice of the INTRODUCTION of the whole of the issued share capital comprising 200,000,000 ordinary shares of HK$1.00 each on THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED Financial Adviser [& Sponsor] ABC & Co. [Sponsor] [DEF & Co.] Copies of the listing document required by the Rules Governing the Listing of Securities on The Growth Enterprise Market of are available, for information purposes only, from the Sponsor at [ ] for a period of 14 days from the date of this Notice. Application has been made to for the listing of and permission to deal in the above securities. Dealings in the above securities are expected to commence on The Growth Enterprise Market of on [ / / ]. Dated [ / / ]. This announcement and a copy of the listing document referred to above will remain on the GEM website, in the case of the announcement, on the Latest Company Announcements page for 7 days from the day of its posting. I.C - 1 Jan 2009 Form 10B

31 FF022G Appendix 10 Appendix 10 MODEL FORMS OF FORMAL NOTICE FORM C For placings Hong Kong Exchanges and Clearing Limited and take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. [XYZ Limited] (incorporated in [Hong Kong] under the [Companies Ordinance]) NOTICE OF LISTING BY WAY OF PLACING on THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED [up to] 200,000,000 ordinary shares of HK$1.00 each of which [ ] are to be placed with [ ] and [up to] [ ] are to be made available to members of the general public by Lead Manager [and Sponsor] ABC & Co. Joint Managers DEF & Co GHI & Co. JKL & Co. MNO & Co. [Sponsor] [RST & Co.] Copies of the listing document required by the Rules Governing the Listing of Securities on the Growth Enterprise Market of together with application forms are available during normal office hours up to and including [ / / ] from: Jan 2009 Form 10C I.C - 1

32 FF022G Appendix 10 Application for the shares will only be considered on the basis of the listing document dated [ / / ]. Application has been made to for the listing of and permission to deal in the [securities] [the whole of the ordinary share capital of XYZ Limited, issued and to be issued] as described in the listing document. Dealings are expected to commence on The Growth Enterprise Market of The Stock Exchange of Hong Kong Limited on [ / / ]. Dated [ / / ]. This announcement and a copy of the listing document referred to above will remain on the GEM website, in the case of the announcement, on the Latest Company Announcements page for 7 days from the day of its posting. I.C - 2 Jan 2009 Form 10C

33 CF048G NEW LISTING APPLICATION (EQUITY) GEM I.F Additional information to be submitted Name of Company : Name of Sponsor(s) : Date submitted : Proof no. of Prospectus : Please provide additional information/ confirmation by separate submission, making appropriate cross-references to the checklist below:- A. Finance and operations 1) Lists of the top 5 customers and suppliers during the Track Record Period, including details of the amounts of sales/purchases (expressed in dollars and percentages) for each Track Record Period, the products sold/purchased, the length of each customer/supplier's relationship with the Group, terms offered, settlement information, and profile and background of each customer/supplier including their business, size of operation and location. 2) Details of related party loans, advances, guarantees and/or pledges of securities to/from the Group including their terms, and the intended positions of these (others) arrangements after listing. 3) Details of material contingent liabilities including guarantees or pledges on third party borrowings. 4) Comparison of the Group's performance (e.g. gross profit margins, net profit margins, turnover growth, return on equity, gearing ratio, debt to equity ratio, credit policy, productivity) with industry averages / comparable companies in similar industries, and an analysis of the variations (See Checklist I.V for details). 5) An analysis by age group and major clients of trade receivables and subsequent settlement together with the details of credit period granted to major clients. 6) An analysis by age group of subsequent settlement of trade payables together with the details of credit period obtained from major suppliers. 7) An analysis by age group of major categories of inventory and subsequent usage / sale. 8) Basis of provision / write-off for trade receivables and inventory. I.F - 1 Dec 2012

34 CF048G B. Corporate structure 9) In respect of each shareholder of the Company at the time of the submission of the listing application:- (a) (b) the business and background of the shareholder, and where the shareholder is a company, its latest audited net asset value, management structure (including details of how decisions are made), value of the investment in the Company (in dollars and as a percentage of net asset value), the identity and background of its shareholders, their respective shareholdings, and their ultimate controlling shareholders; the shareholder s relationship with the Company and its connected persons; (c) the shareholder s present and intended involvement in the management of the Company and its subsidiaries; (d) (e) (f) the reason for investment in the shares of the Company (or its predecessor companies) and how the shareholder was introduced to the Group; in respect of the interest held by the shareholder, the cost of investment in the shares (in total and per share basis), and details of each subscription/acquisition/disposal including the date of subscription/transfer, the identity of the disposing/acquiring shareholder, subscription money/consideration paid, number of shares and percentage of equity interest received, the basis for the consideration paid, etc.; and funding proof in respect of the share subscription/acquisition. 10) Please provide the following information in relation to the management and ownership of the Group throughout the Track Record Period:- (a) (b) a table detailing the names of shareholders and their percentage shareholding interests for each of the Company and each of the major operating subsidiaries, including the dates of share subscription/transfer since the commencement date of the Track Record Period (see Attachment 1); and a table detailing the names of directors of the Company and each of the major operating subsidiaries, including the dates of appointment and resignation of each director and the shareholder whom he/she represents since the commencement date of the Track Record Period (see Attachment 1). 11) Memorandum describing the Company's reorganization for the purposes of the floatation, including details of any excluded businesses and reasons for such exclusions. I.F - 2 Dec 2012

35 CF048G C. Companies with operations in the PRC 12) Details of the relevant mainland interests where the Group has any PRC legal entity in its shareholding structure. 13) A legal opinion on whether approval by any PRC government or regulatory authority is required for the listing of the Company's shares on the Exchange (see note). 14) For PRC incorporated Company, a copy of the PRC legal opinion to the CSRC. 15) A legal opinion setting out details of all the requirements under applicable PRC laws and regulations relevant to the conduct of the Group's business in the PRC, and whether it fully complies with the relevant requirements, including details of the licenses, permits or certificates obtained by the Group. 16) Confirmation that documentation from the relevant PRC tax bureau confirming the tax rate which the Company is subject to, and confirming that the Company has paid the relevant tax liabilities, has been obtained and reviewed by sponsor(s) and whether there are any matters to be brought to the attention of the Exchange in this regard. Please note that we no longer require copies of the relevant documentation. D. Confirmations from Independent Non-executive Directors 17) Confirmation from the independent non-executive directors on their understanding of the obligations and duties of an independent nonexecutive director. E. Confirmations from shareholders and directors 18) Confirmation from the Company and each of the controlling shareholders and directors that they and their respective associates have not entered into, and prior to listing, will not enter into any arrangements or agreements (other than those agreements currently disclosed in the Prospectus) in relation to the shares of the Company (or its predecessor companies), including as to the price of the shares, placed to existing shareholders or to be placed pursuant to the share offer. F. Information from sponsor(s) on matters relating to Accountants Report 19) Whether the Reporting Accountants have satisfied themselves (with reasons therein) that the accounting treatment used for the preparation of the Group's financial information included in the accountants' report comply with the requirements under paragraph 1 in Appendix 3 of Auditing Guideline "Prospectuses and the Reporting Accountants" issued by I.F - 3 Dec 2012

36 CF048G the Hong Kong Institute of Certified Public Accountants and relevant accounting standards governing group reorganization. 20) Whether there is any integration of the operations of the Group with that of other related company, and whether there is any need to segregate certain financial data from the books and records of that related company to derive the revenue, income and expenditure attributable to the Group's combined results for the Track Record Period. Where applicable, please provide a detailed submission or confirmation on the following areas:- (a) (b) (c) a full description on how the financial results attributable to the Group are segregated from the books and records of that related company and the underlying bases; sponsor(s) to obtain a confirmation from the Company and its directors that the segregation of the Group s financial data from the books and records of that related company is fair, reasonable, complete and accurate; and a summary of work done by the Reporting Accountants to ensure that the segregation of the Group's financial data from the books and records of that related company is fair, reasonable and no material omission. 21) Sponsor(s) to obtain a confirmation from the Company and its directors that there is no change in the reporting accountants of the Group since the preparation for listing up to the present, or alternatively, provide reasons for the changes. 22) Where there are audit qualifications in any of the statutory accounts of the companies comprising the Group during the Track Record Period and thereafter, a submission from the Reporting Accountants showing details of the qualification issues and their work performed to resolve such issues. G. Other Information / Confirmation from Sponsor(s) 23) A list of the parties involved in the listing application, indicating their services provided, the name of each team member involved in this application, and their respective roles and responsibilities. The parties may include, other than the experts disclosed in the prospectus, other parties which provided services in conjunction with the listing application. Where this is the case, please also set out the roles of these parties, what reliance has been placed in their work and basis for this reliance. 24) Confirmation that the Company is able to comply with all the basic qualifications for listing under Chapters 11 and 24/25 of the GEM Listing Rules. 25) Confirmation that there are no other material issues which could detrimentally affect the suitability of listing of the Company. I.F - 4 Dec 2012

37 CF048G 26) Confirmation that the Sponsor(s) have considered all the items below and that all matters which ought to be brought to the attention of the Exchange have been set out in the submission to the Exchange. A negative response to any items below would require further explanation. (a) (b) (c) (d) (e) (f) (g) The business of the Group has been operated under substantially the same management throughout the 2 full financial years comprising the trading records in accordance with Rule 11.12A (the "Track Record Period") and thereafter and the Group has a positive cash flow from operating activities of at least HK$20,000,000 in aggregate for the two financial years immediately preceding the date of the listing document. The Group must have had continuity of ownership and control for the period commencing not later than the beginning of the financial year immediately preceding the issue of the listing document and ending on the date of listing in accordance with Rule 11.12A(2). The business of the Group has been operated under substantially the same management for the period commencing at least the 2 financial yeas immediately preceding the issue of the listing document and ending on the date of listing in accordance with Rule 11.12A(3). The Group did not conduct any acquisition or merger activities during the Track Record Period and thereafter. The Group has an expected market capitalization at the time of listing of at least HK$100,000,000 in accordance with Rule 11.23(6). The Group will have at least 25% of the total issued share capital at all times be held by the public in accordance with Rule 11.23(7). The date of commencement of business of the Group and the date of incorporation of the major operating subsidiaries in the Group (or its predecessor companies which carried on the business) were prior to the commencement of the Track Record period. (h) The directors, controlling shareholders and substantial shareholders and their respective associates do not have any interest in a business apart from the Group s business which competes or is likely to compete, directly or indirectly, with the Group s business, and would require disclosure under Rule (i) The Group is capable of carrying on its business independently of, and does not place undue reliance on its controlling shareholders or any other parties (taking into consideration factors such as provision of critical services, acting as the major supplier, customer or intermediaries, provision of financial assistance (e.g. loans, guarantee), ownership of significant assets (e.g. trademarks, operational rights) etc.). I.F - 5 Dec 2012

38 CF048G (j) (k) (l) (m) (n) (o) (p) (q) (r) Note to point 14:- The Group does not have outstanding options, warrants, convertible instruments, pre-ipo share options or similar rights convertible into shares of the Company after listing. The Group (including its predecessor companies) has obtained all material licenses, permits or certificates necessary to conduct its operations from the relevant governmental bodies in the jurisdictions where the Group operates, and that the Group complies with all material applicable laws and regulations in all jurisdictions where its operates since its establishment. The Group (including its predecessor companies) has not been convicted, charged, summoned or penalised over any material offences, violations or breaches of laws or regulations in jurisdictions which are considered material to its operation and revenue. There are no defects in the title of any property which is the subject matter of a valuation report, and there is no other matter relation to the title of any properties which ought to be brought to the Exchange's attention. The Accountant's Report includes the consolidated results of the Company and its subsidiaries for the two full financial years as required under Rules 7.03 and There are no audit qualifications in any of the statutory accounts of the companies now comprising the Group during the Track Record Period and thereafter. The Group has sufficient working capital to meet its present requirements, that is, for at least the next twelve months after listing as demonstrated by its working capital forecast. Related party transactions during the Track Record Period were conducted on an arm s length basis and are properly disclosed in the prospectus, and the effect of such related party transactions would not distort the track record nor make the historical results of the Group not reflective of its performance. There are no actual or threatened claims or litigations against the Group which could materially affect its financial position, and that the directors of the Company are not engaged in any litigation. With regard to the new listing of the Company, the sponsor(s) or applicant is required to provide a legal opinion on whether approval by any PRC government or regulatory authority is required for the listing of the Company's shares on the Exchange. The opinion should be from a lawyer or law firm which is registered in the PRC, and describe the ownership structure of the Company together with its subsidiaries and all shareholders which have a substantial attributable interest in the Company and/or its Group. I.F - 6 Dec 2012