AA001M TABLE OF CONTENTS I. Documents to be submitted when making a new listing application... I-1 A. Form A1 Listing Application Form (For Equity & Debt Securities)... I.A-1 B. Additional information to be submitted... I.B-1 C. Basic qualifications for new listing... I.C-1 D. Basic requirements for contents of Prospectus... I.D-1 E. Offering mechanism... I.E-1 F. Property valuation... I.F-1 G. Share option scheme... I.G-1 H. Accountants' report... I.H-1 I. Share repurchase [Deleted]... I.I-1 J. Notice to all issuers and their directors [Deleted]... I.J-1 K. Sponsor s undertaking (Appendix 17)...I.K-1 L. Sponsor s statement of independence (Appendix 18)...I.L-1 M. Confirmation and undertaking with regard to biographical information of directors and supervisors.....i.m-1 N. Standard Comments: To be addressed when replying to our first comment letter.......i.n- 1 O. Administrative Matters.......I.O- 1 P. Market comparable analysis..... I.P- 1 II. III. Documents to be submitted at least 20 clear business days before the expected hearing date [Deleted]... II-1 A. Articles of association [Deleted]... II.A-1 B. Supplementary checklist of provisions to be included in articles of association of PRC incorporated issuers [Deleted]... II.B-1 Documents to be submitted at least 15 clear business days before the expected hearing date [Deleted]... III-1 A. Declaration and undertaking with regard to Directors and Supervisors [Deleted. See VIII.E-1 below]... III.A-1 B. Draft undertaking to be given by each of sponsors and underwriters where no profit forecast or other forward looking statements is contained in the Prospectus [Deleted] III.B-1 C. New listing particulars [Deleted. See V.C-1 below]... III.C-1
AA001M D. Summary of key financial ratios during the track record period [Deleted. See V.D-1 below]... III.D-1 IV. Documents to be submitted at least 10 clear business days before the expected hearing date [Deleted]... IV-1 A. Model Forms of Formal Notice [Deleted. See VI.G-1 below]... IV.A-1 B. Definitive documents of title [Deleted]... IV.B-1 V. Documents to be submitted at least 4 clear business days before the expected hearing date... V-1 A. Formal application [Deleted. Merged with I.A -1 above]... V.A-1 B. Listing Agreement - [Deleted]... V.B-1 C. New listing particulars... V.C-1 D. Summary of key financial ratios during the track record period with explanation for fluctuation... V.D-1 VI. Documents to be submitted before bulk-printing of the Prospectus... VI-1 A. Adoption of Standard Transfer Form (STF) [Deleted]... VI.A-1 B. Confirmation with regard to issuer s own website... VI.B-1 C. e-submission system (ESS) registration... VI.C-1 D. Authorised representatives/ Company secretary form... VI.D-1 E. Confirmation with regard to posting of Web Proof Information Pack (WPIP)... VI.E-1 F. Authorisation letter for submission of WPIP... VI.F-1 G. Model Forms of Formal Notice... VI.G-1 VII. Documents to be submitted as soon as practicable after Listing Committee hearing but before the date of issue of the Prospectus... VII-1 A. IPO Prospectus First confirmation letter [Deleted and combined with VII.C-1]... VII.A-1 B. Sponsor s confirmation letter [Deleted]... VII.B-1 C. IPO Prospectus Confirmation letter... VII.C-1 D. Sponsor s declaration (Appendix 19) VII.D-1 VIII. Documents to be submitted after the issue of Prospectus but before dealings commence... VIII-1 A. Form D - Marketing statement... VIII.A-1
AA001M B. Form E - Sponsor s declaration... VIII.B-1 C. Form F - Declaration... VIII.C-1 D. Placee Information Sheet... VIII.D-1 E. Declaration and undertaking with regard to Directors and Supervisors... VIII.E-1 IX. Document to be submitted before initial listing...... IX-1 A. Compliance adviser s undertaking (Appendix 20).. IX.A-1 X. Documents to be submitted for Transfer of Listing from GEM to Main Board....... X-1 A. Checklist for transfer of Listing from GEM to Main Board.. X.A-1 B. Form J Formal Application.....X.B-1 C. Form K Declaration of Directors and Supervisors with regard to a transfer of listing from GEM to Main Board..X.C-1 D. Basic requirements for contents of announcement of transfer..x.d-1 E. Basic requirements for contents of circular where the transfer application is made by an infrastructure company, mineral company or investment company...x.e-1 F. Undertaking to inform the Exchange of a change in the circumstances with regard to qualifications for a transfer of listing from GEM to Main Board...........X.F-1 G. Issuer s authorisation for filing with the SFC.X.G-1 H. New listing particulars...x.h-1 I. Standard Comments: To be addressed when replying to our first comment letter...x.i- 1 XI. Documents to be submitted for Collective Investment Schemes A. Form A2 Listing Application Form... XI.A-1 B. Form C3 - Formal Application. XI.B-1 C. Form 7G - Listing Agreement... XI.C-1 D. IPO Prospectus Confirmation letter... XI.D-1 E. Standard Comments: To be addressed when replying to our first comment letter......xi.e-1
AA001M XII. Documents to be submitted for Investment Companies under Chapter 21 A. IPO Checklist for Investment Companies governed by Chapter 21 of the Listing Rules....XII.A-1 B. Form A2 - Advance Booking Form [Deleted].......XII.B-1 C. Form C3 - Formal Application [Deleted].....XII.C-1 D. Form C3Z - Formal Application (For Open-ended Investment Companies, Unit Trusts, Mutual Funds and Other Collective Investment Schemes governed by Chapter 21 of the Listing Rules)... XII.D-1 E. Listing Agreement (For Chapter 21 Investment Companies)... XII.E-1
CF040M NEW LISTING APPLICATION (EQUITY) MAIN BOARD 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) Listing application form (Form A1) Initial listing fee 9.03(1) 6 copies [or such other numbers as prescribed by us from time to time] of draft prospectus in reasonably advanced state 2 CD-Roms containing the same draft prospectus in reasonably advanced state A written confirmation and undertaking with regard to biographical information of director/supervisor and proposed director/supervisor Please advise the sponsor s email address which could be used for receiving the Exchange s comments 9.03(1) I.A 9.11(1) 9.11(1) 9.11(3a) I.M Waiver application - Draft of all requests for waiver from the requirements of the Listing Rules and the provisions of the Companies Ordinance 9.11(3)/ 19A.15/ 19A.16 2 copies of any draft statement of adjustments relating to the accountants report 9.11(3b) I - 1 Dec 2012
CF040M Documents Rule 1 Ref. Submitted? Comment 2 Yes No N/A (where applicable) PRC incorporated issuers only - Submission from the Sponsor(s) addressing Rule 19A.19 (where applicable) - Others* 19A.19 Depositary Receipts issuers only (effective on 1 July 2008) - 3 copies of draft deposit agreement - a specimen certificate for the depositary receipts - other agreements or documents as the Exchange may require - 2 copies of a legal opinion from legal advisers in such jurisdictions as the Exchange may require 9.11(4) 9.11(4) 9.11(4) 9.11(5) Checklists - Additional information to be submitted by the Sponsor(s) - Basic qualifications for new listing - Basic requirements for contents of prospectus I.B I.C I.D - Offering mechanism I.E - Property valuation I.F - Share option scheme I.G - Accountants report I.H Other documents - Sponsor s undertaking 3A.03/ 9.11(1)/ Appendix 17 I.K I - 2 Dec 2012
CF040M Documents Rule 1 Ref. Submitted? Comment 2 Yes No N/A (where applicable) - Sponsor s statement of independence - Standard Comments: to be addressed when replying to our first comment letter - Market comparable analysis - Others* 3A.08/ 9.11(1)/ Appendix 18 I.L I.N I.P To be submitted at least 15 clear business days before the expected hearing date Where the listing document contains a profit forecast, 2 copies of a draft of the board s profit forecast memorandum covering the same period of the profit forecast contained in the listing document and cash flow forecast memorandum covering at least 12 months from the expected date of publication of the listing document with principal assumptions, accounting policies and calculations for the forecasts; 9.11(10)(a) N/A Remarks (if any) Where the listing document does not contain a profit forecast, 2 copies of a draft of the board s profit forecast memorandum covering the period up to the forthcoming financial year end date after the date of listing and cash flow forecast memorandum covering at least 12 months from the expected date of publication of the listing document with principal assumptions, accounting policies and calculations for the forecasts 9.11(10)(b) N/A Remarks (if any) * Please specify Notes:- I - 3 Dec 2012
CF040M 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 documentary requirement does not apply to the Company. Signed by : (for and on behalf of the Sponsor(s)) I - 4 Dec 2012
The Stock Exchange of Hong Kong Ltd. NEW LISTING APPLICATION (EQUITY) MAIN BOARD I.A Advance Booking Form (Form A1) I.A - 1 Jun 2003
FF004M Appendix 5 APPENDIX 5 FORMS RELATING TO APPLICATIONS FOR LISTING LISTING APPLICATION FORM (FOR EQUITY SECURITIES AND DEBT SECURITIES) FORM A1 Case Number: (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, Date: 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 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.A - 1 Nov 2009 Form A1
FF004M Appendix 5 (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)........................ I.A - 2 Nov 2009 Form A1
FF004M Appendix 5 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) (C) = (A) x (B) [currency] [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) (C) = (A) x (B) [currency] [currency] In issue before the offer Proposed to be issued pursuant to the offer (tentative) - maximum (if applicable) - minimum (if applicable) Total I.A - 3 Nov 2009 Form A1
FF004M Appendix 5 6. (a) Estimated size of offer (tentative): 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) [currency] (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 Sale share New issue method (if applicable) (if applicable) Total (Note 2) (A) (B) (C) = (A) + (B) Proposed offer price (D) Estimated market value (E) = (C) x (D) [currency] [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 I.A - 4 Nov 2009 Form A1
FF004M Appendix 5 (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) (d) are not listed or dealt in on another stock exchange/are listed or dealt in on the following stock exchange(s)... 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. Turnover and profit attributable to equity shareholders for the three preceding years (Note 4): Year ending... Turnover 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):... Nov 2009 Form A1 I.A - 5
FF004M Appendix 5 * 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. 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 5(b) above; (2) all information required to be included in the listing document by virtue of the Listing Rules, the Companies 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 5(b) 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. 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.. I.A - 6 Nov 2009 Form A1
FF004M Appendix 5 (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 already been issued for stock/shares and will be ready 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 $[ ] 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... Name: for and on behalf of [Sponsor s name] (Note 7) I.A - 7 Nov 2009 Form A1
FF004M Appendix 5 Issuer s Undertaking (for equity) We,. (Name of the issuer which is the subject of the listing application), the issuer, hereby undertake:- (a) (b) (c) (d) (e) 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; 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; 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; 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 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) (b) (c) (d) (e) 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; 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; 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; 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 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. Nov 2009 Form A1 I.A - 8
FF004M Appendix 5 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] Note 1: All applicants should note that: NOTES (1) this listing application form must be submitted to the Exchange at least 25 business days prior to the expected hearing date (for equity) or 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 I.A - 9 Nov 2009 Form A1
FF004M Appendix 5 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, ie., whether by offer for subscription, offer for sale, placing, introduction, rights issue, open offer, capitalization 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 Nov 2009 Form A1 I.A - 10
FF004M Appendix 5 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. 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. I.A - 11 Nov 2009 Form A1
CF048M NEW LISTING APPLICATION (EQUITY) MAIN BOARD I.B 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 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.P 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.B - 1 Dec 2012
CF048M B. Corporate Structure 9) Corporate structure chart of the Group during the Track Record Period and the exact date of commencement of business of the Company/Group and date of incorporation of the Company. Please also highlight any changes in the shareholding control in the companies comprising the Group during the Track Record Period and, if applicable, who were the previous controlling shareholders. 10) The existing and proposed shareholding structure of the Company and details of the existing substantial shareholders of the Company. 11) Memorandum describing the Company's reorganization for the purpose of the floatation, including details of any excluded businesses and reasons for such exclusions. 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 documentations. D. Chapter 21 investment companies 17) Existing and proposed shareholding structure of the Company, its management company and/or its investment manager together with details of their substantial shareholders. 18) Details as to whether each of the directors of the Company, its management company and/or its investment manager has the character, experience and I.B - 2 Dec 2012
CF048M integrity to be able to demonstrate a standard of competence commensurate with their position in relation to the investment company. 19) Confirmation from the Sponsor(s) that the Company s articles of association or equivalent constitutive documents contain relevant provisions to ensure compliance at all times with the requirements under Rule 21.04(3). E. Confirmation from Independent Non-executive Directors 20) Confirmation from the independent non-executive directors on their understanding of the obligations and duties of an independent non-executive director. F. Information from Sponsor(s) on matters relating to Accountants Report 21) 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 3.340 "Prospectuses and the Reporting Accountants" issued by the Hong Kong Institute of Certified Public Accountants and relevant accounting standards governing group reorganization. 22) 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. 23) 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. 24) Where there are qualifications in any of the audited accounts of the companies comprising the Group during the Track Record Period and thereafter, a I.B - 3 Dec 2012
CF048M 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) 25) 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. 26) Confirmation that the Company is able to comply with all the basic qualifications for listing under Chapters 8, 19/19A and where applicable, Chapter 21 of the Listing Rules. 27) Confirmation that there are no other material issues which could detrimentally affect the suitability of listing of the Company. 28) 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 explanations. (a) (b) (c) (d) (e) (f) The business of the Group has been operated under substantially the same management throughout the three full financial years comprising the trading record period under Rule 8.05 (the "Track Record Period") and thereafter. There was no change in control in the operating companies comprising the Group within the Track Record Period and thereafter. The Group did not conduct any acquisition or merger activities during the Track Record Period and thereafter. The date of commencement of business of the Group and the date of incorporation of the major subsidiaries in the Group (or its predecessor companies which carried on the business) were prior to the commencement of the Track Record Period. The controlling shareholders and directors of the Company 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 8.10. The Group is capable of carrying on its business(es) 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, I.B - 4 Dec 2012
CF048M provision of financial assistance (e.g. loans, guarantees), ownership of significant assets (e.g. trademarks, operational rights) etc.) (g) (h) (i) (j) (k) (l) (m) The Group and/or its shareholders have not conducted any private placings or transfer of shares within six months prior to the listing of the Company. The Group does not have any 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 it operates since its establishment. The Group (including its predecessor companies) has not been convicted, charged, summoned or penalized 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. 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 litigation against the Group which could materially affect its financial position, and that the directors of the Company are not engaged in any litigation. Note to point 14:- 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. The opinion should clearly confirm that either:- (a) no approval from any PRC governmental or regulatory authority (including any relevant provincial body) is required in order for the Company's securities to be listed on the Exchange; or I.B - 5 Dec 2012
CF048M (b) if it is required, approval of which authority and whether or not such approval has been obtained. In giving such an opinion the reasons and bases for the opinion should also be stated together with a list of the documents, laws and regulations examined or viewed for the purpose of rendering the opinion. I.B - 6 Dec 2012
CF049M NEW LISTING APPLICATION (EQUITY) MAIN BOARD I.C Basic qualifications for new listing Name of Company : Name of Sponsor(s) : Date submitted : Proof no. of Prospectus : Rule Complied with? Comment 1 Page No. 2 Yes No N/A Basic Conditions 8.02 8.03 8.04 8.05(1):- (a) (b) (c) 8.05(2):- (a) (b) (c) (d) (e) (f) 8.05(3):- (a) (b) (c) (d) (e) 8.05(4) 8.05A:- (1) (2) I.C - 1 Feb 2012
CF049M Rule Complied with? Comment 1 Page No. 2 Yes No N/A 8.05B(1) 8.05B(2):- (a) (b) (c) (d) (e) (f) (g) (h) 8.05B(3) 8.05C 8.06 8.07 8.08(1):- (a) (b) (c) (d) 8.08(2) 8.08(3) 8.09:- (1) (2) (3) (4) (5) 8.09A 8.10(1)(a):- (i) (ii) (iii) (iv) (v) 8.10(1)(b) 8.10(1)(c) 8.10(2):- (a) I.C - 2 Feb 2012
CF049M Rule Complied with? Comment 1 Page No. 2 Yes No N/A (b) (c) 8.10(3) 8.11:- (1) (2) 8.12 8.13 8.13A:- (1) (2) (3) (4) (5) 8.14 8.15 8.16 8.17 :- (1) (2) (3) 8.18 8.19:- (1) (2) 8.20 8.21(1): (a) (b) 8.21(2):- (a) (b) (c) 8.21A(1):- (a) (b) 8.21A(2):- (a) I.C - 3 Feb 2012
CF049M Rule Complied with? Comment 1 Page No. 2 Yes No N/A (b) 8.21C Overseas incorporated issuers only 19.05(1) :- (a) (b) 19.05(2):- (a) (b) (c) (d) (e) 19.05(3):- (a) (b) 19.05(4) 19.05(5) 19.05(6)(a):- (i) (ii) (iii) 19.05(6)(b) 19.05(6)(c) PRC incorporated issuers only 19A.13(1) 19A.13(2):- (a) (b) (c) (d) (e) 19A.13(3):- (a) (b) 19A.13(4) 19A.13(5) I.C - 4 Feb 2012
CF049M Rule Complied with? Comment 1 Page No. 2 Yes No N/A 19A.14 19A.15 19A.16 19A.17 19A.18:- (1) (2) 19A.19 Chapter 21 Investment companies 21.04(1) 21.04(2) 21.04(3):- (a) (b) (c) (d) (e) 21.04(4) 21.04(5) 21.04(6) Mineral companies 18.03 (1) (2) (3) (4) (5) 18.04 Warrants 8.09(4) 15.02:- (1) (2) I.C - 5 Feb 2012
CF049M Rule Complied with? Comment 1 Page No. 2 Yes No N/A Depositary receipts issuers only (effective on 1 July 2008) 19B.01 19B.05 19B.06 19B.07 19B.08 19B.09(1) :- 19B.09(2) :- 19B.10 19B.11 19B.12 19B.13 19B.14 19B.15 19B.16 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) Others * * Please specify I.C - 6 Feb 2012
CF049M Notes:- 1. Please elaborate on how the Company complies with the requirements. 2. Where applicable, please specify the page no. with relevant disclosure in the Prospectus. Signed by : (for and on behalf of the Sponsor(s)) I.C - 7 Feb 2012
CF050M NEW LISTING APPLICATION (EQUITY) MAIN BOARD I.D Basic requirements for contents of Prospectus Name of Company : Name of Sponsor(s) : Date submitted : Proof no. of Prospectus : Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A Appendix 1A to Listing Rules (all issuers except depositary receipts issuers):- 1 2 3 4 5 6 7(1) 7(2) 7(3) 7(4) 7(5) 7(6) 7(7) 7(8) 7(9) 8(1) 8(2) 9(1) 9(2) 9(3) 10 11 12 13 I.D - 1 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A 13A 14(1) 14(2) 15(1) 15(2):- (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) 15(3):- (a) (b) (c) (d) (e) 16 17 18(1) 18(2) 18(3) 18(4) 18(5) 18(6) 18(7) 18(8) 19(1) 19(2) 20(1) 20(2) 21 22 I.D - 2 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A 23(1) 23(2) 24 25(1) 25(2) 25(3) 26(1) 26(2) 27 27A 28(1)(a) 28(1)(b):- (i) (ii) (iii) (iv) (v) (vi) (vii) 28(2) 28(3) 28(4) 28(5) 28(6) 28(7) 28(8) 29(1) 29(2) 30 31 32(1) 32(2) 32(3) 32(4) 32(5)(a) 32(5)(b) 33(1) 33(2):- I.D - 3 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A (a) (b) (c) (d) (e) (f) (g) 33(3):- (a) (b) (c) (d) (e) 33(4)(a) 33(4)(b) 33(4)(c) 33(4)(d) 33(4)(e):- (i) (ii) (iii) (iv) 33(5) 34(1)(a) 34(1)(b) 34(1)(c) 34(2) 35 36 37 38 40 41 42 43 44 45(1)(a) 45(1)(b) I.D - 4 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A 45(1)(c) 45(1A)(a) 45(1A)(b) 45(2) 46(1) 46(2) 46(3) 47(1)(a) 47(1)(b) 47(2) 48 49(1)(a) 49(1)(b) 49(1)(c) 49(2)(a) 49(2)(b) 50 51 51A 52 53(1) 53(2) 53(3) 53(4) 53(5) Appendix 1E to Listing Rules (depositary receipts issuers only):- 1 2 3 4 5 6 7(1) 7(2) 7(3) 7(4) 7(5) I.D - 5 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A 7(6) 7(7) 7(8) 7(9) 8(1) 8(2) 9(1) 9(2) 9(3) 10 11 12 13 13A 14 15 16 17 18 19 20 21 22 23(1) 23(2) 24 25(1) 25(2) 25(3) 26(1) 26(2) 27 27A 28(1)(a) 28(1)(b):- (i) (ii) (iii) I.D - 6 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A (iv) (v) (vi) (vii) 28(2) 28(3) 28(4) 28(5) 28(6) 28(7) 28(8) 29(1) 29(2) 30 31 32(1) 32(2) 32(3) 32(4) 32(5)(a) 32(5)(b) 33(1) 33(2):- (a) (b) (c) (d) (e) (f) (g) 33(3):- (a) (b) (c) (d) (e) 33(4)(a) 33(4)(b) I.D - 7 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A 33(4)(c) 33(4)(d) 33(4)(e):- (i) (ii) (iii) (iv) 33(5) 34(1)(a) 34(1)(b) 34(1)(c) 34(2) 35 36 37 38 40 41(1) 41(2) 41(3) 41(4) 41(5) 42 43 44 45(1)(a) 45(1)(b) 45(1)(c) 45(1A)(a) 45(1A)(b) 45(2) 46(1) 46(2) 46(3) 47(1)(a) 47(1)(b) 47(2) 48(1) I.D - 8 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A 48(2) 49(1) 49(2)(a) 49(2)(b) 49(2)(c) 49(2)(d) 49(2)(e) 49(2)(f) 49(2)(g) 49(2)(h) 49(2)(i) 49(2)(j) 49(2)(k) 49(2)(l) 49(3)(a) 49(3)(b) 49(3)(c) 49(3)(d) 49(3)(e) 50 51 52(1) 52(2) 52(3) 52(4) 52(5) 52(6) 52(7) 52(8) 53(1) 53(2) 54(1) 54(2) 55 56 57 58 59 I.D - 9 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A 60 61 62 63 64 65 66 67 68 69(1) 69(2) 69(3) 69(4) 69(5) 69(6) 69(7) 69(8) 69(9) 69(10) 69(11) 69(12) 69(13) 69(14) 69(15) 69(16) 69(17) 69(18) 69(19) 69(20) 70 71 72(1) (a) (b) (c) 72(2) (a) (b) I.D - 10 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A 73 74 74A 75 76(1) 76(2) 76(3) 76(4) 76(5) 76(6) Third Schedule to Companies Ordinance (Hong Kong or overseas incorporated issuers):- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 I.D - 11 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A 27 28 29 30 31 32 33 34 42 43 46 Companies Ordinance (Hong Kong incorporated issuers):- s.37 s.38 s.38c s.38d Companies Ordinance (overseas incorporated issuers):- s.342 s.342b s.342c Listing Rules (all issuers):- 11.07 11.12 11.17 11.18 11.20 Listing Rules (overseas incorporated issuers):- 19.08(1) 19.08(2) 19.08(3) 19.08(4) 19.09(1) 19.09(2) I.D - 12 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A 19.10(1) 19.10(2) 19.10(3) 19.10(4) 19.10(5)(a) 19.10(5)(b) 19.10(5)(c) 19.10(5)(d):- (i) (ii) (iii) 19.10(6) 19.10(7) Listing Rules (PRC incorporated issuers):- 19A.27:- (1) (2) (3) (4) 19A.41 19A.42:- 54(1) 54(2) 54(3) 54(4) 54(5) 54(6) 54(7) 55(1) 55(2) 55(3) 55(4) 56 57 58 59 60 I.D - 13 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A 61 62 63 64(a) 64(b) 64(c) 64(d) 64(e) 64(f) 65(a) 65(b) 65(c) 65(d) 65(e) 65(f) Listing Rules (Chapter 21 investment companies):- 21.06(1) 21.06(2) 21.07 21.08(1) 21.08(2) 21.08(3) 21.08(4) 21.08(5) 21.08(6) 21.08(7) 21.08(8) 21.08(9) 21.08(10) 21.08(11) 21.08(12) 21.08(13) 21.08(14) 21.08(15):- (a) (b) (c) I.D - 14 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A (d) (e) (f) (g) (h) 21.08(16):- (a) (b) (c) (d) 21.09 21.10 Listing Rules (mineral companies):- 18.05(1) 18.05(2) 18.05(3) 18.05(4) 18.05(5) 18.05(6):- (a) (b) (c) (d) (e) (f) (g) (h) 18.06 18.07 18.08 Listing Rules (warrants):- 15.03(1) 15.03(2) 15.03(3) 15.03(4) I.D - 15 Mar 2012
CF050M Provision Complied with? Comment (where applicable) Page No. 1 Yes No N/A 15.03(5) 15.03(6) 15.03(7) 15.03(8) Note:- 1. Where applicable, please specify the page no. with relevant disclosure in the Prospectus. Signed by : (Legal advisers) Signed by : (for and on behalf of the Sponsor(s)) I.D - 16 Mar 2012
CF051M NEW LISTING APPLICATION (EQUITY) MAIN BOARD I.E Offering mechanism Name of Company : Name of Sponsor(s) : Date submitted : Proof no. of Prospectus : Rule Complied with? Comment (where applicable) Page No. 1 Yes No N/A Determination of the subscription tranche PN 18 (4.2) Guidelines for placing of equity securities PN 18 (4.1) App 6: (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) Allotment, over-allocation and over-allotment 2 PN 18 (4.3) Note 3 Note 4 I.E - 1 Jun 2003
CF051M Rule Complied with? Comment (where applicable) Page No. 1 Yes No N/A Information on pre-ipo placing to investor(s) Identity of investor(s) Number of shares to be placed (also expressed as % of total share offer and % of enlarged issued share capital) Placing price Timing of placing Lock-up period Part of public float for Rule 8.08 or 19A.14 Details of long-term commercial benefit and long-term relationship (where applicable) Details of placing arrangement Clawback arrangements Type of investor(s) (corporate, strategic or long-term) Eligibility to apply for shares in the subscription tranche and the placing tranche Rule Complied with? Comment (where applicable) Page No. 1 Yes No N/A Note 5 PN 18 (3.1) PN 18 (4.5) PN 18 (4.6) Note 6 Note 7 Flexibility in adjusting the price, size and timing of an offer during the subscription period Note 8 Note 9 Note 10 Note 11 Note 12 Announcement of indication of interest in the placing tranche I.E - 2 Jun 2003
CF051M Rule Complied with? Comment (where applicable) Page No. 1 Yes No N/A PN 18 (4.4) Note 13 Allotment results announcement Note 14a Note 14b Note 14c Note 14d Notes: - 1. Please specify the page no. with relevant disclosure in the Prospectus. 2. Under the Companies Ordinance, shares may not be allotted pursuant to a Prospectus more than 30 days after the date of the Prospectus. 3. Stabilization is only permitted where the total value of the offer (before exercise of the over-allotment option) is at least HK$100 million. (a) (b) Accordingly, where the total value of the offer is less than HK$100 million, there should be no mention of stabilization (including mention of over-allocation and purchase from the secondary market) in the Prospectus and there should not be any over-allotment option. Where the total value of the offer is at least HK$100 million and stabilizing action is proposed, the Prospectus must: (i) contain "adequate disclosure" for the purpose of the Securities and Futures (Price Stabilizing) Rules. Note (f) to Schedule 1 to the Securities and Futures (Price Stabilizing) Rules sets out wording which would constitute "adequate disclosure"; and (ii) state that purchases in the market to cover over-allocation will be at prices that do not exceed the issue price. 4. Where there is an over-allotment option, the Prospectus must distinguish between over-allocation and over-allotment. 5. The Prospectus must set out the basis upon which shares will be allocated in both the placing tranche and subscription tranche. 6. In cases where the placing of shares is completed prior to the opening of the subscription tranche, each investor would undertake and confirm in the application form that he has not received any shares under the placing tranche. 7. In cases where the placing of shares is completed after the subscription tranche is concluded, the underwriters may elect to:- (a) (b) (c) require each investor in the subscription tranche to undertake and confirm that he has not indicated and will not indicate an interest for shares under the placing tranche; require each investor in the subscription tranche to state that an indication of interest for shares has been made in the placing tranche and provide sufficient information to allow the underwriters to match the application in the subscription tranche with that in the placing tranche and to exclude any application in the subscription tranche if shares are placed to that investor as a result of an application in the placing tranche; or require each investor who has been offered shares in the placing tranche to confirm that he has not I.E - 3 Jun 2003